UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

[X]      Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended June 30, 2004.

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


COMMISSION FILE NUMBER: 0-20033
                        -------


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

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

            3430 E. Russell Road, Suite 317, Las Vegas, Nevada 89120
                    (Address of Principal Executive Offices)

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


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


         On August 13, 2004, there were 724,846,485 outstanding shares of the
issuer's common stock, par value $0.0001.




<PAGE>




                                TABLE OF CONTENTS


PART I   -   FINANCIAL INFORMATION                                             3

         ITEM 1.     Financial Statements                                    F-1
         ITEM 2.     Management's Discussion & Analysis or Plan of Operations  4
         ITEM 3.     Controls and Procedures                                   7

PART II   -  OTHER INFORMATION                                                 7

         ITEM 6.     Exhibits and Reports on Form 8-K                          7

SIGNATURES                                                                     9
INDEX TO EXHIBITS                                                             10
         CERTIFICATIONS                                                       27
                                       2
<PAGE>
                          PART 1-FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

     As used herein, the term "Company" refers to AmeriResource Technologies
Inc., a Delaware corporation, and its subsidairies and predecessors, unless
otherwise indicated.  Consolidated, unedited, condensed interim financial
statements including a balance sheet for the Company as of the quarter ended
June 30, 2004, 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 preceeding 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 option, 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 fot the
interim periods presented.  Because of the nature of the Company's business,
the results of operations for the six months ended June 30, 2004 are not
necessarily indicative of the results that may be expected for the full fiscal
year.  The financial statements included herein should read in conjunction with
the financial statements and notes thereto included in the Form 10-KSB for the
year ended December 31, 2003.

                                       3
<PAGE>




                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                    Unaudited
<TABLE>
<CAPTION>
<S>                                               <C>               <C>


                                   A S S E T S
                                  -------------

                                               June 30          December 31,
                                                 2004              2003
                                             -----------       ---------------

Current Assets:
-----------------
   Cash and Cash Equivalents                   $39,966             $34,090
   Notes receivable                             46,065              52,436
                                             -----------       ----------------
     Total Current Assets                       86,031              86,526

Investments:                                   210,000
------------

Fixed Assets:
--------------
   Leasehold Improvements                        6,230              6,230
   Accumulated Depreciation                       (156)              (130)
                                             -----------       ----------------
     Net Fixed Assets                            6,074              6,100

Other Assets:
-------------
   Oil & Gas Properties                      1,700,000          1,700,000
   POS Software                                137,500                  -
   Marketable securities                           621                621
                                            ------------       ----------------
     Total Other Assets                      1,838,121          1,700,621
                                            ------------       ----------------
     Total Assets                           $2,140,226         $1,793,247
                                            ============       ================
</TABLE>

 The accompanying notes are integral part of Consolidated Financial Statements.
                                    F-1

<PAGE>





                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                    Unaudited

         L I A B I L I T I E S and S T O C K H O L D E R S' E Q U I T Y
         --------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                      <C>            <C>

                                                       June 30      December 31,
                                                        2004           2003
                                                    -------------  -------------
Current Liabilities
---------------------
   Accrued Expenses                                      59,000              -
   Notes payable-current portion                        350,000        350,000
                                                     -------------  -----------
     Total Current Liabilities                          409,000        350,000

Non-Current Liabilities:
--------------------------
   Commitments and contingencies                        105,000        105,000
                                                     -------------  -----------
     Total Other Liabilities                            105,000        105,000
                                                     -------------  -----------
     Total Liabilities                                 $514,000       $455,000
                                                     -------------  -----------
Stockholders' Equity
-----------------------
   Preferred stock, $.001 par value; authorized,
     10,000,000 shares; Class A, issued and
     outstanding, 131,275 shares                            131            131

   Preferred stock, $.001 par value; authorized,
     10,000,000 shares; Class B, issued and
     outstanding, 177,012 shares                            177            177

   Preferred stock, $.001 par value; authorized,
     1,000,000 shares; Class C, issued and
     outstanding, 1,000,000 shares                        1,000          1,000

   Preferred stock, $.001 par value; authorized,
     750,000 shares; Class D, issued and
     outstanding, 250,000 shares                              -              -

   Common Stock, $.0001 par value; authorized,
     1,000,000,000 shares; issued and outstanding,
     533,176,533 shares and 313,154,169 shares           53,317         31,315

   Comprehensive loss on marketable securities           (3,108)        (3,108)
   Additional paid in capital                        17,089,375     16,080,426
   Retained earnings                                (15,514,666)   (14,771,694)
                                                    -------------  ------------
   Total stockholder' equity                          1,626,226      1,338,247
                                                    -------------  ------------
Total Liabilities and Stockholder's equity           $2,140,226     $1,793,247
                                                    =============  ============

</TABLE>

 The accompanying notes are integral part of Consolidated Financial Statements.
                                       F-2

<PAGE>





                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      Consolidated Statement of Operations
<TABLE>
<CAPTION>
<S>                                                <C>           <C>              <C>          <C>


                                                        For the three                  For the six
                                                         months ended                  months ended
                                                           June 30                       June 30
                                                ---------------------------     -------------------------
                                                    2004            2003            2004         2003
                                                ------------    -----------     ----------    -----------
Net Service Income                              $       -         $510,900        $    -       $869,445
Consulting Income                                  15,000                -        40,000              -
                                                ------------    -----------     ----------    -----------
     Revenues                                     $15,000          510,900       $40,000        869,445

Cost of Goods Sold                                      -          313,459             -        573,623
                                                ------------    -----------     ----------    -----------
     Gross Profit                                  15,000          197,441        40,000        295,822

Operating expenses
-------------------
   General and administrative expenses              8,364          113,618        42,729        208,207
   Salaries                                        25,000           51,680        50,000        127,572
   Legal & Professional                            47,341          257,395        94,210        385,642
   Consulting                                     423,283           33,440       494,701        110,204
                                                ------------    -----------     ----------    ------------
     Operating loss                              (488,988)        (258,692)     (641,640)      (535,803)

Other Income (Expense):
-----------------------
   Interest expense                                     -          (26,671)            -        (53,342)
   Loss on marketable securities/Investments            -                -      (101,332)      (165,884)
                                                ------------    -----------     ----------    ------------
     Total other income (expense)                       -          (26,671)     (101,332)      (219,226)

Net Income (loss) before income tax              (488,988)        (285,363)     (742,972)      (755,029)

Income Tax Provision (Note 7)                           -                -             -              -
                                                ------------    -----------     ---------     -----------
Net Income (loss)                                (488,988)        (285,363)     (742,972)      (755,029)
                                                ============    ============    ==========    ===========
Earnings per share                                  (0.00)           (0.00)        (0.00)         (0.01)
                                               =============    ============    ==========    ===========
Weighted average common shares                 462,909,851     109,896,869   407,904,260     84,530,542
outstanding                                    =============   ============= =============   ============

</TABLE>

 The accompanying notes are integral part of Consolidated Financial Statements.
                                       F-3

<PAGE>




                        AMERIRESOURCE TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows
                                    Unaudited
<TABLE>
<CAPTION>
<S>                                                                     <C>         <C>

                                                                         For the six
                                                                         months ended
                                                                            June 30
                                                                    ----------------------
                                                                        2004        2003
                                                                    ------------ ---------
Reconciliation of net loss provided by (used in)
  operating activities:

  Net income (loss)                                                  $(742,972)  $(755,029)

  Non-cash items:
    Depreciation                                                            26       5,048
    Non-cash services through issuance of stock                        578,451     375,638

  Changes in assets affecting operations (increase)/decrease
    Accounts Receivable                                                      -      21,194
    Inventory                                                                -      76,025
    Notes Receivables                                                   46,065     101,665

  Changes in liabilities affecting operations increase/(decrease)
    Accounts Payable                                                         -      (8,742)
    Accrued Payroll and related expenses                                59,000      62,882
    Accrued Interest                                                         -      44,496
    Other current liabilities                                                -      48,623
                                                                     ----------- -----------
Net cash provided by (used in) operating activities                    (99,124)    (28,200)

Cash flows from investing activities:
  Purchase of Fixed Assets                                                   -        (426)
  Proceeds from sale of marketable securities                                -           -
                                                                     ----------- -----------
Net cash provided by (used in) investing activities                          -        (426)

Cash flows from financing activities:
  Proceeds from common stock                                            105,000          -
  Proceeds from borrowing                                                    -      28,419
                                                                     ----------- -----------
Net cash provided by (used in) financing activities                     105,000     28,419

Increase (decrease) in cash                                             $5,876       $(207)
                                                                     =========== ===========
Cash-beginning period                                                  $34,090      $9,583
                                                                     =========== ===========
Cash-end of period                                                     $39,966      $9,376
                                                                     =========== ===========
</TABLE>


 The accompanying notes are integral part of Consolidated Financial Statements.
                                       F-4


<PAGE>
               Ameriresource Technologies, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)

NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES

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

NOTE 2 - BASIS OF PRESENTATION

The unaudited financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 301(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. 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 ending June 30,
2004 and 2003 are not necessarily indicative of the results that may be expected
for the fiscal years ending December 31, 2004. For further information, the
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's registration statement on Form 10-KSB.

Principles of consolidation

The  consolidated  financial  statements  include  the  combined  accounts  of
AmeriResource  Technologies,  Inc., Self-Serve  Technologies,  Inc., West Texas
Real Estate & Resources', Inc. and Tomahawk  Construction Company. All material
intercompany transactions and accounts have been eliminated in consolidation.

Loss per common share

Loss per common share is based on the weighted average number of common shares
outstanding during the period.

NOTE 3 - INVESTMENT

A Stock Exchange Agreement was executed and made effective on January 27, 2004
whereby the Company acquired a 40% interest in 449 Corporation ("449") and WDHQ
Corporation ("WDHQ") for 3,000,000 shares of the Company's common stock and
$60,000 cash. The Company paid $30,000 with the signing of the revised Stock
Exchange Agreement with the balance to be paid on or before July 31, 2004. 449
and WDHQ operate a business located in San Diego California as EagleRider. Eagle
Rider provides rental of Harley Davidson motorcycles and recreational
equipment. This investment is being accounted for as an non-marketable equity
investment by the Company.

A Purchase Agreement was executed on May 18, 2004 whereby the Company acquired
from Curtis Chambers, a POS software and hardware system, Self-Serve
Applications, and all rights for the intellectual properties including
trademarks and copyrights, in exhcange for 25,000,000 shares of ARES restricted
stock. The POS software is intended to be used in the fast food industry to
allow customers to place their own orders and also offers a variety of
management tools to provide specialized inventory reports and labor reports for
the business owner. The product is exiting the development stage and will be
marketable over the next few months.

                                      F-5
<PAGE>
               Ameriresource Technologies, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)


NOTE 4 - STOCKHOLDERS' EQUITY

Common stock

         In February of 2002, the Company approved a 100 for 1 reverse stock
         split. All share figures included in this report are shown after the
         reverse stock split. During the second quarter of 2004, the Company
         issued a total of 140,533,364 shares of common stock, as follows:

         102,203,079 shares of common stock were issued for consulting services
         valued at $306,609. These shares were valued at $.005 per share and are
         restricted as to resale.

         11,380,285 shares of common stock were issued for legal services valued
         at $34,141. These shares were valued at $.005 per share and are
         restricted as to resale.

         1,950,000 shares of common stock were issued for the extension of a
         note payable and are restricted to resale.

         25,000,000 shares of common stock were issued pursuant to the
         acquisition of the acqisition of POS Software and are restricted to
         resale.

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 shareholders. These shares are
subject to redemption by the Company at any time at a price of $1.25 plus all
unpaid accumulated dividends. Each preferred share is convertible, at any time
prior to a notified redemption date, to one common share. The preferred shares
have equal voting rights with common shares and no shares were converted in
2003. Dividends are not payable until declared by the Company.


                                      F-6
<PAGE>

               Ameriresource Technologies, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)


NOTE 4 - STOCKHOLDERS' EQUITY (con't)

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 a redemption price of $2.00 per share with interest of 8% per annum.
The holders of the Series C also posses liquidation rights of $2.00 per share
superior in priority to holders of common stock or any junior securities.

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

Delmar Janovec, President & CEO, exchanged the interest owed to him on the
dividends relating to Series A and B Preferred Stock in the approximate amount
of $2,000,000 for the new class of Series C Preferred Stock that was approved by
the Board of Directors on January 31, 2002.

NOTE 5- NOTE PAYABLE

       The Company had the following notes payable outstanding as of
       June 30, 2004:



          Note dated August 2, 2000, payable to
          American Factors, secured by 300,000
          shares of the Company's common stock. The
          note bears interest at 15%.                          350,000

                     Total notes payable                       350,000

                     Less current portion                     (350,000)
                                                       ----------------------

                     Long-term portion                   $           -
                                                       ======================
          Maturities of notes payable at June 30,
          2004, are as follows:

                     2003                                    $ 350,000
                     2004
                     2005                                           --
                     Thereafter                                     --
                                                       ----------------------
                                                             $ 350,000
                                                       ======================
                                      F-7
<PAGE>

               Ameriresource Technologies, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)

NOTE 6 - GOING CONCERN UNCERTAINTY

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

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

NOTE 7 - 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 believes it is
currently covered adequately for workmen's compensation, auto and property
casualty insurance and business owners insurance, meeting the standard limits
that are customary in the industry. The Company does not presently have a
general liability policy in effect however, there are no operations performed
by the Company that presently requires such insurance.

On March 19, 2004, AmeriResource Technologies, Inc. (the "Company") rescinded,
ab intitio, a September 25, 2001 Acquisition Agreement (the "Agreement")entered
into with Wasatch Business Investors, Inc., a Utah corporation ("WBI") and
Covah, LLC, a Utah limited liability company ("Covah"). Pursuant to the
Agreement, WBI, as agent for Covah, was to sell and transfer one hundred
percent (100%) of Jim Butler Performance, Inc., a Tennessee corporation ("JBP"),
to the Company in exchange for one hundred million (100,000,000) shares of the
Company's stock, with seventy-five million (75,000,000) shares being issued to
Covah and twenty-five million shares being issued to WBI. The Company rescinded
the Acquisition Agreement because JBP was to be tendered free and clear of any
liens and encumbrances at the closing of the Acquisition Agreement and the
Company has been informed that a five hundred fifty thousand dollar ($550,000)
promissory note has been placed on JBP's real property with a lien securing such
debt.

Additionally, since the Agreement between the Company, WBI and Covah for the
purchase of JBP provided that JBP's assets be free and clear of any liens and
encumbrances, the Company considers the promissory note to WBI in the amount of
$350,000 to be invalid and unenforceable. Therefore, the promissory note has
also been noted as a contingent liability.

Although there are some contingencies that exist with the Company and its
subsidiaries, there are no new contingencies that have occurred since the last
year-end.



                                      F-8







<PAGE>






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 that 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 after the dare of this report to confirm such
statements to actual results.

General

         The Company's operations for the 2nd Quarter of 2004 were conducted
through its wholly owned subsidiaries, West Texas Real Estate and Resources,
Inc. ("WTRER") and through its ownership of 40% of 449 Corporation ("449") and
WDHQ, Inc. ("WDHQ") and S.S.T.I. The Company continues to seek viable business
entities that are compatible to the Company's overall strategic plans, are
interested in going public for an exit strategy for their employees, and/or just
becoming an operating subsidiary of a public company. In furtherance of this
goal, subsequent to quarter ended June 30, 2004, the Company settled a material
portion of its liabilities through the settlement of debt.

POS SYSTEM-SELF-SERVE TECHNOLOGIES, INC.

         On May 18, 2004, the Company purchased a Point of Sales (POS) software
and hardware system, Self-Serve applications with all rights for the
intellectual properties, to include all trademarks and copyrights from Curtis
Chambers, a software engineer, owner and developer of the POS system, for
Twenty-five Million (25,000,000) shares of R-144 restricted stock. The POS
software and hardware system has been in commercial use for the last three & 1/2
years in southern California in a full service restaurant. The POS system offers
a fully integrated system that includes all accounting features with management
tools/menus that offer various specialized reports for inventory and labor
control.
                                       4
<PAGE>

         The POS Self-Serve system is a specialized application accessible by
restaurant customers from a kiosk. The self serve nature of the software allows
management the flexibility of reducing staffing requirements thus lowers 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 lessens the
possibility of having an incorrect order being made.

         Curtis Chambers, the engineer and developer of our POS Self Serve
Software, has assumed the positions of Lead Developer with Self-Serve
Technologies, Inc., our wholly-owned subsidiary and is currently completing add
on features to the software which should be ready for commercial use within the
next 60 days.

         449 and WDHQ CORPORATIONS

         On September 17, 2003, the Company executed a stock for stock like
exchange agreement, ("Agreement"), with Donald Herborn ("Herborn"), a 40% owner
of two, operating franchises of EagleRider, Inc. These franchises known as 449
and WDHQ are engaged in the business of providing rentals of Harley Davidson
motorcycles and recreational equipment. Pursuant to the Agreement, the Company
issued three million (3,000,000) shares of its restricted common stock equal to
a value of $150,000 as a stipulated value of $.05 cents to Herborn and/or his
assignees in exchange for Herborn's 40% equity in 449 and WDHQ. The Company
further agreed to guarantee seventy-five percent (75%) of the shares at the
stipulated value of $0.05 for a period of one year from the date of closing
based on the 60 day moving average prior to the anniversary of Closing. If this
60 day average is less than the stipulated value the Company will issue
additional common stock, but in no event shall the Company be required to issue
more than additional seven million shares to Herborn for a maximum total of Ten
Million (10,000,000) shares of restricted common stock. Pursuant to the
Agreement, the Company is also required to payoff corporate debts of 449 and
WDHQ, totaling no more than $60,000 to various vendors. In the first quarter of
2004, the Company executed an Addendum to the stock for stock like exchange with
Donald Herborn and was allowed to make an initial payment at closing of $30,000
with the remaining $30,000 due on or before July 31, 2004 in lieu of this
$60,000 debt payment. On February 7, 2004, the Company closed on the Herborn
stock for stock like exchange agreement with stock being issued and the first
payment of $30,000 being conveyed to Donald Herborn for the 40% equity in 449 &
WDHQ Corporations. The Company made its second and final payment of $30,000 to
Donald Herborn on or about July 30, 2004,.

         On September 17, 2003, the Company executed a Letter of Intent with Don
and Charlene Swedo ("Swedos"), the majority owners (approximately 58%) of 449 &
WDHQ, setting forth in principle the terms by which the Swedos would sell their
ownership interests in 449 and WDHQ Corporations to the Company through a stock
for stock like exchange agreement similar to the Herborn's Agreement.
Additionally, pursuant to the Letter of Intent, the Company would provide an
additionally $340,000 for the purpose of eliminating the debt of 449 and WDHQ
and funding the expansion of one rental location. The Company continues to own
40% of 449 and WDHQ Corporations and are still in discussions with the Swedos
regarding their majority ownership position. The Company also is in discussions
with EagleRider, Inc. corporate office for other viable EagleRider franchise
locations that maybe available for purchase.

                                       5
<PAGE>

WEST TEXAS REAL ESTATE AND RESOURCES, INC.

         WTRER's business operations for the second quarter consisted primarily
of discussions with potential joint-venture partners in the oil and gas industry
to potential develop the existing wells bringing them to production stage.

         The Company continues to search for viable business operations to
acquire or merge with in order to increase the Company's revenues, assets and
profitability. The Company continues to receive unsolicited offers concerning
the sale of its subsidiaries and has not received any acceptable offers on any
of its subsidiaries. The Company will continue to entertain offers to sell some
or all of its subsidiaries in an attempt to reach a level of profitability.

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, 2003 and should further be read in
conjunction with the financial statements included in this report. Comparisons
made between reporting periods herein are for the three and six-month period
ended June 30, 2004 as compared to the same period in 2003.

         Revenues for the second quarter ended June 30, 2004 decreased to $0
from $510,900 in revenues for 2003. The operating loss increased to $488,988 as
compared to $258,692 in 2003.

         The Company's net loss for the quarter ended June 30, 2004 increased to
$488,988 from $285,363 in 2003. The Company's expenses for the second quarter
ended June 30, 2004 as compared to 2003, are set forth below:
<TABLE>
<CAPTION>
<S>                                       <C>                               <C>            <C>


               ------------------------------------------------------- --------------- -------------
               Expenses                                                Quarter ended     Quarter
                                                                         6/30/2004        ended
                                                                                        6/30/2003
               ------------------------------------------------------- --------------- -------------
               ------------------------------------------------------- --------------- -------------
               General and Administrative                                  8,364         113,618
               ------------------------------------------------------- --------------- -------------
               ------------------------------------------------------- --------------- -------------
               Consulting                                                 423,283         33,440
               ------------------------------------------------------- --------------- -------------
               ------------------------------------------------------- --------------- -------------
               Employee Salaries and Bonuses                               25,000         51,680
               ------------------------------------------------------- --------------- -------------
               ------------------------------------------------------- --------------- -------------
               Interest Expense                                              0           (26,671)
               ------------------------------------------------------- --------------- -------------
               ------------------------------------------------------- --------------- -------------
               Legal and Professional                                      47,341        257,395
               ------------------------------------------------------- --------------- -------------
               ------------------------------------------------------- --------------- -------------
                        Total Expenses                                 503,988         429,462
               ------------------------------------------------------- --------------- -------------
</TABLE>


         The increase in these expenses for the second quarter of 2004 as
related to the same period for 2003 is primarily related to an increase in
non-cash services of $202,813.
                                       6
<PAGE>


Liquidity and Capital Resources

         The Company's net cash provided by operating activities for the
six-months ended June 30, 2004 increased to $5,876 from net cash used in
operations of $28,200 for the same period in 2003. This increase is mainly
attributable to an increase in expense from non-cash services through the
issuance of stock to $578,451 for the six months of 2004 from $375,638 for the
six months of 2003, and a decrease in notes receivable from $101,665 for the six
months ended June 30, 2003 to $46,065 for the six months ended June 30, 2004.

         There was $0 in cash flow from investing activities for the second
quarter of 2004 and $(426) for the same period in 2003.

         There was $0 in cash flow from financing activities for the second
quarter of 2004 as compared to $28,419 for the same period in 2003.

         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.

ITEM 3.    CONTROLS AND PROCEDURES

         Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
the person performing functions similar to that of a Principal Financial Officer
of the Company, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15. Based upon the evaluation, the Company's Chief Executive Officer and the
person performing functions similar to that of a Principal Financial Officer of
the Company concluded that the Company's disclosure controls are effective in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings. There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company conducted its evaluation.

                           PART II - OTHER INFORMATION

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-QSB, which is incorporated herein by reference.

                                       7
<PAGE>


    (b)           Reports on Form 8-K. No reports were filed on Form 8-K during
                  the second quarter of 2004.

                                       8


<PAGE>




                                   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 and
Principal Financial Officer



Dated: August 20, 2004


                                       9
<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT   PAGE
NO.        NO.              DESCRIPTION

3(i)       *                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(ii)      *                Bylaws of the Company. (Incorporated by reference
                            from the Company's Form S-4, file number 33-44104,
                            effective on February 11, 1992.)

10 (i)     11               Purchase Agreement dated May 18, 2004 by and
                            between the Company and Curtis Chambers.

10 (ii)    24               Lead Developer & Management Consulting Agreement
                            dated May 18, 2004 by and between the Company and
                            Curtis Chambers.

31(i)      27                Certification of Chief Executive Officer and
                            Principal Financial Officer under Section
                            302 of the Sarbanes-Oxley Act of 2002.

32(i)      28               Certification of Chief Executive Officer and
                            Principal Financial Officer Pursuant to 18
                            U.S.C.ss.1350

* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.

                                       10
<PAGE>
                                                                   EXHIBIT 10(i)
                               PURCHASE AGREEMENT

         THIS PURCHASE AGREEMENT (the "Agreement") is made and  entered  into as
of the 18 th day of May 2004,  by and between the following:

         AMERIRESOURCE TECHNOLOGIES, INC., a Delaware corporation
(hereinafter "ARES"); and Curtis Chambers, a US citizen and an individual,
residing in the State of California (hereinafter "CHAMBERS").


                                   WITNESSETH


         WHEREAS, subject to the terms and conditions of this  Agreement,
ARES and CHAMBERS desire for ARES to purchase from CHAMBERS and for CHAMBERS to
sell to ARES certain  assets owned by CHAMBERS,  as described in Paragraph  2.1
of this  Agreement  (the  "CHAMBERS Assets"); and

         WHEREAS,  the Board of Directors of ARES deems it desirable and in the
best interests of ARES and its  stockholders  that ARES purchase the CHAMBERS
Assets in consideration of the issuance by ARES in favor of CHAMBERS of Twenty
Five Million  (25,000,000)  shares of ARES Common Restricted Stock
(the "ARES Shares") with provisions as described in Paragraph 2.1.(b); and

         WHEREAS, CHAMBERS deems it desirable and in the best interests of
CHAMBERS to sell the CHAMBERS Assets to ARES; and

         WHEREAS,  ARES and  CHAMBERS  desire to  provide  for  certain
undertakings,  conditions,  representations,  warranties,  and covenants in
connection with the transactions contemplated by this Agreement; and

         WHEREAS,  the parties of ARES and CHAMBERS have approved and adopted
this  Agreement,  subject to the terms and conditions set forth herein;

         NOW,  THEREFORE,  in  consideration  of the premises and the mutual
covenants and agreements  herein  contained,  the parties hereto do hereby
agree as follows:

                                       11
<PAGE>

                                    SECTION 1

                                   DEFINITIONS

1.1      "Agreement,"  "ARES" and "CHAMBERS,"  respectively,  shall have the
meanings defined in the foregoing preamble and recitals to this Agreement.

1.2      "Closing Date" shall mean 10:00 a.m., local time, on May 19th, 2004,
at the offices of ARES located at 3430 E. Russell Rd., Suite 317, Las Vegas,
Nevada 89120, the date on which the parties hereto shall close the transactions
contemplated  herein;  provided that the parties can change the Closing  Date
and place of Closing to such other time and place as the parties  shall
mutually  agree, in writing.  As of the Closing Date, all Exhibits to this
Agreement shall be complete and attached to this Agreement.

                                    SECTION 2

               AGREEMENT FOR PURCHASE AND SALE OF CHAMBERS ASSETS

2.1      Substantive Terms of the Purchase and Sale of CHAMBERS Assets.

         (a)      CHAMBERS  shall sell and deliver to ARES free and clear title
to all of the assets,  described  as follows:  Point of Sale  software  code,
system and  intellectual  property  related  thereto  including  but not
limited to  research  and  development information,  proto type  software  and
hardware,  whether  in actual use by a third  party  and/or in a research stage,
any and all products or derivative products  developed,  to date, or that will
be developed in relation to the Point of Sales software and hardware and its use
in the food industry, particularly in the food services segment, and/or any
other industry.

         (b)      ARES shall sell and deliver to CHAMBERS the ARES Shares,
consisting  of  25,000,000  shares of Common Stock of ARES.  The ARES Shares
shall be issued pursuant to an exemption from  registration  under the
Securities Act of 1933 (the "1933 Act") and from registration  under  any and
applicable  state  securities  laws.  The  certificates  representing  the
ARES  Shares  shall  bear the restrictive  legend  set  forth in Rule 144 of the
Rules and  Regulation  of the 1933 Act and any  appropriate  legend  required
under applicable  state  securities  laws. It is ARES' intent to resell the
CHAMBERS assets to a second publicly traded  corporation.  In the event that
this  occurs,  CHAMBERS  will return  Twelve  Million Five Hundred  Thousand
(12,500,000)  shares of ARES stock to ARES and receive Five Million (5,000,000)
shares in the second publicly traded corporation.

                                    SECTION 3

                     REPRESENTATIONS AND WARRANTIES OF ARES

         ARES,  in order to induce  CHAMBERS  to execute  this  Agreement and to
consummate  the  transactions  contemplated  herein, represents and warrants to
CHAMBERS as follows:

         3.1      Organization and Qualification.  ARES is a corporation duly
organized,  validly existing,  and in good standing under the laws of the State
of Delaware,  with all  requisite  power and  authority to own its property and
to carry on its business as it is now being conducted.  ARES is duly qualified
as a foreign  corporation and in good standing in each  jurisdiction  where the
ownership, lease,  or  operation  of property  or the conduct of business
requires  such  qualification,  except  where the failure to be in good standing
or so qualified would not have a material, adverse effect on the financial
condition or business of ARES.

                                       12
<PAGE>


         3.2      Authorization  and Validity.  ARES has the requisite power and
is duly authorized to execute and deliver and to carry out the terms of this
Agreement. The board of directors and stockholders of ARES have taken all action
required by law, its Articles of  Incorporation  and Bylaws,  or otherwise to
authorize  the execution and delivery of this  Agreement  and the  consummation
of the transactions  contemplated  hereby,  subject to the  satisfaction or
waiver of the conditions  precedent set forth in Section 8 of this Agreement.
Assuming this  Agreement has been approved by all action  necessary on the part
of CHAMBERS,  this Agreement is a valid and binding agreement of ARES.

         3.3      No  Defaults.  ARES is not in default  under or in violation
of any  provision  of its Articles of  Incorporation  or Bylaws. ARES is not in
violation of any statute,  law, ordinance,  order,  judgment,  rule, regulation,
permit,  franchise,  or other approval or authorization of any court or
governmental  agency or body having  jurisdiction  over it or any of its
properties which, if enforced,  would have a material,  adverse  effect on the
financial  condition or business of ARES other than what has been  previously
disclosed in the most recent 10KSB  financial  statement.  Neither the execution
and delivery of this Agreement,  nor the  consummation of the  transactions
contemplated  herein,  will  conflict  with or  result in a breach of or
constitute  a default  under any of the foregoing or result in the creation of
any lien,  mortgage,  pledge,  charge,  or encumbrance upon any asset of ARES
and no consents or waivers  thereunder are required to be obtained in connection
therewith in order to consummate the  transactions  contemplated by this
Agreement.

         3.4      SEC  Documents;  Financial  Statements.  As of the  Closing,
the Company has filed all  reports,  schedules,  forms, statements  and other
documents  required  to be filed by it with the  Securities  and  Exchange
Commission  ("SEC")  pursuant to the reporting  requirements  of the Securities
Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing  filed
prior to the date hereof and all exhibits included therein and financial
statements and schedules  thereto and documents  incorporated by reference
therein being  hereinafter  referred to as the "SEC  Documents").  As of their
respective  dates,  the SEC  Documents  complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC
promulgated  thereunder  applicable to the SEC  Documents,  and none of the SEC
Documents,  at the time they were filed with the SEC,  contained  any untrue
statement  of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the  statements  therein, in light
of the circumstances  under which they were made, not misleading.  As of their
respective  dates, the financial  statements of the Company  included in the SEC
Documents  complied as to form in all material  respects with applicable
accounting  requirements and the published  rules and  regulations  of the SEC
with respect  thereto.  Such financial  statements  have been prepared in
substantial accordance with generally  accepted  accounting  principles,
consistently  applied,  during the periods involved (except (i) as may be
otherwise  indicated in such financial  statements or the notes thereto,  or
(ii) in the case of unaudited interim  statements,  to the extent  they may
exclude  footnotes  or may be  condensed  or summary  statements)  and fairly
present in all  material  respects  the financial  position of the Company as of
the dates thereof and the results of its  operations and cash flows for the
periods then ended (subject,  in the case of unaudited  statements,  to normal
year-end audit adjustments).  No other information provided by or on behalf
of the Company to Sellers which is not included in the SEC Documents, including,
without limitation,  contains any untrue statement of a  material  fact or omits
to state  any  material  fact  necessary  in order  to make  the  statements
therein,  in the  light of the circumstance under which they are or were made,
not misleading.  Neither the Company nor any of its officers,  directors,
employees or agents have provided Sellers with any material, nonpublic
information.

                                       13
<PAGE>


         3.5      Absence of Certain  Changes.  Since the most recent  filing by
the Company  with the SEC,  there has been no material adverse  change  and no
material  adverse  development  in the  business,  properties,  operations,
financial  condition,  results of operations  or prospects of the  Company.
The Company has not taken any steps,  and does not  currently  expect to take
any steps,  to seek protection  pursuant to any bankruptcy law nor does the
Company have any knowledge or reason to believe that its creditors  intend to
initiate involuntary bankruptcy proceedings.

         3.6      Litigation.  Other than what has been  previously  disclosed
in the ARES  financial  reports and the  Company's  most recent 10-KSB, as seen
in Attachment A, there are no actions,  suits,  proceedings,  orders,
investigations,  or claims pending or, to the  knowledge  of ARES  threatened
against  or  affecting  ARES at law or in  equity,  or before or by any
governmental  department, commission,  board,  bureau,  agency, or
instrumentality,  which, if adversely determined, would materially and adversely
affect the financial condition of ARES, or which seek to prohibit,  restrict,
or delay the consummation of the transactions  contemplated hereby. ARES is not
operating  under or subject to, or in default with  respect to, any order, writ,
injunction,  or decree of any court or federal, state, municipal, or other
governmental department, commission, board, agency, or instrumentality.

         3.7      Documents.  The copies of all  agreements  and other
instruments  that have been  delivered  by ARES to CHAMBERS are true, correct,
and complete copies of such agreements and instruments and include all
amendments thereto.

         3.8      Disclosure. The representations and warranties made by ARES
herein and in any schedule,  statement,  certificate,  or document  furnished
or to be furnished by ARES to CHAMBERS  pursuant to the provisions  hereof or in
connection  with the  transactions contemplated  hereby,  taken as a whole,
do not and will not as of their respective  dates contain any untrue  statements
of a material fact, or omit to state a material fact necessary to make the
statements made not misleading.

                                    SECTION 4

                   REPRESENTATIONS AND WARRANTIES OF CHAMBERS

         CHAMBERS,  in order to induce  ARES to  execute  this  Agreement and to
consummate  the  transactions  contemplated  herein, represents and warrants to
ARES as follows:

         4.1      Organization.  CHAMBERS is a US citizen and individual in good
standing  under the laws of the state of California with all requisite power and
authority to own his property and assets and to carry on his business as it is
now being  conducted and is qualified and is in good standing in each
jurisdiction where the ownership, lease, or operation of property or the conduct
of his business  requires  such  qualification  except  where the failure to be
in good  standing or so  qualified  would not have a material, adverse effect on
the financial condition and business of CHAMBERS.

                                       14
<PAGE>


         4.2      Ownership of CHAMBERS  Assets. CHAMBERS is the sole owner of
the CHAMBERS  assets and, as of the Closing Date,  will be able to  deliver  to
ARES  legal  and  equitable  title to the  CHAMBERS  assets,  free and  clear of
any  encumbrances  of any kind whatsoever as described in Article 2.1-(a).

         4.3      Validity.  CHAMBERS  has the  requisite  power to execute and
deliver and to carry out the terms of this  Agreement. Assuming  this  Agreement
has been  approved by all  actions  necessary  on the part of ARES,  this
Agreement  is a valid and binding agreement of CHAMBERS.

         4.4      Contracts  and  Leases.  Except as listed in  Exhibit  4.6
hereto,  CHAMBERS  is not a party to any  written or oral leases,  commitments,
or any other  agreements  concerning  the CHAMBERS  Assets.  On the Closing
Date,  CHAMBERS  shall have paid or performed in all material  respects  all
obligations  required to be paid or performed by it to such date with respect to
the CHAMBERS Assets and will not be in default under any document, contract,
agreement, lease, or other commitment to which it is a party.

         4.5      Liabilities.  The CHAMBERS Assets do not have any liabilities,
liens or any claims  whatsoever  assessable  against them.

         4.6      Infringement  Rights.  CHAMBERS  warrantees the Point of Sales
software and/or hardware and its application  thereof, does not  violate  any
copy  write laws or patents  and that its use is  authorized  for  retail  and
commercial  applications  in all industries.

         4.7      Litigation. There are no actions, suits,  proceedings, orders,
investigations,  or  claims  pending  against  or affecting the CHAMBERS Assets
at law or in equity or before or by any federal,  state,  municipal,  or other
governmental  department, commission,  board, agency, or instrumentality,
domestic or foreign, nor has any such action, suit, proceeding, or investigation
been pending or  threatened  in writing  during the 12-month  period  preceding
the date hereof,  which,  if  adversely  determined,  would materially and
adversely  affect the financial  condition of CHAMBERS  Assets.  The CHAMBERS
Assets are not operating under or subject to, or in default  with  respect  to,
any order,  writ,  injunction,  or decree of any court or  federal,  state,
municipal,  or other governmental department, commission, board, agency, or
instrumentality.

         4.8      Taxes.  At the Closing Date, all taxes  assessable to the
CHAMBERS  Assets which are then due shall have been paid in full.

         4.9      Material  Change.  There has been no material  change in the
condition,  financial  or  otherwise,  of the  CHAMBERS Assets,  except changes
occurring in the ordinary course of business, which changes have not materially,
adversely  affected their condition.

                                       15
<PAGE>


         4.10     Documents.  The copies of all agreements and other instruments
that have been  delivered  by CHAMBERS to ARES are true, correct, and complete
copies of such agreements and instruments and include all amendments thereto.

         4.11     Disclosure. The representations and warranties made by
CHAMBERS herein and in any schedule,  statement,  certificate, or document
furnished or to be furnished by CHAMBERS to ARES pursuant to the provisions
hereof or in connection with the transactions contemplated  hereby taken as a
whole do not and will not as of their  respective  dates  contain any untrue
statements  of a material fact, or omit to state a material fact necessary to
make the statements made not misleading.

                                    SECTION 5

                          INVESTIGATION; PRESS RELEASE

         5.1      Investigation.   Subsequent to  the  execution  of  this
Agreement  of,  ARES  may  complete  its  own  independent investigation of the
CHAMBERS Asset to confirm, among other things, the assets, liabilities,  title,
liens, operability,  and status of business of the CHAMBERS Assets. In the event
that this  Agreement is  terminated for any reason, ARES will return to CHAMBERS
all documents,  work papers,  and other  materials  and all copies  thereof
obtained by ARES,  or on its behalf,  from  CHAMBERS,  whether obtained  before
or after the execution  hereof,  will not use,  directly or indirectly,  any
confidential  information  obtained from CHAMBERS hereunder or in connection
herewith,  and will keep all such information  confidential and not used in any
way detrimental to CHAMBERS except to the extent the same is publicly disclosed
by CHAMBERS.

         (b)      CHAMBERS  acknowledges  that it has made an  investigation  of
ARES,  which has  included,  among other  things, the opportunity of discussions
with executive  officers of ARES, and its accountants,  investment  bankers, and
counsel.  In the event of termination of this Agreement for any reason, CHAMBERS
will deliver to ARES all documents,  work papers,  and other  materials and all
copies thereof  obtained by it, or on its behalf,  from ARES,  whether  obtained
before or after the execution hereof and will not use, directly or indirectly,
any confidential  information obtained from ARES hereunder or in connection
herewith,  and will keep all such information confidential and not used in any
way detrimental to ARES, except to the extent the same is publicly disclosed by
ARES.

5.2      Press  Release.  ARES and  CHAMBERS  shall agree with each other as to
the form and  substance  of any press  releases and the filing of any documents
with any federal or state agency related to this Agreement and the transactions
contemplated  hereby and shall consult with each other as to the form and
substance of other public  disclosures  related  thereto;  provided,  however,
that nothing contained herein shall prohibit either party from making any
disclosure that her or its counsel deems necessary.

                                       15
<PAGE>

                                    SECTION 6

                             BROKERAGE; OTHER COSTS

         6.1      Brokers and  Finders.  Except as set forth in Exhibit  6.1,
neither ARES nor  CHAMBERS,  or any of their  respective officers,  directors,
employees,  or agents,  has employed any broker, finder, or financial advisor or
incurred any liability for any fee or commissions  in connection  with
initiating the  transactions  contemplated  herein.  Each party hereto agrees to
indemnify and hold the other party harmless  against or in respect of any
commissions,  finder's fees, or brokerage fees incurred or alleged to have been
incurred with respect to initiating the transactions contemplated herein as a
result of any action of the indemnifying party.

         6.2      Other Costs. The parties  agree that each party shall bear its
own expenses  incurred  with in  connection  with this  Agreement  and the
transaction  provided for herein,  including,  but not limited to, fees of
attorneys,  accountants  and other fees.

                                    SECTION 7

                       CLOSING AGREEMENTS AND POST-CLOSING

         7.1      Closing  Agreements.  On the Closing Date, the following
activities shall occur, the following agreements shall be executed and
delivered,  and the  respective  parties  thereto  shall have performed all acts
that are required by the terms of such activities and agreements to have been
performed simultaneously with the execution and delivery thereof as of the
Closing Date:

         (a)      CHAMBERS  shall have  executed  and  delivered  documents  to
ARES  sufficient  then and there to transfer  legal and equitable title to the
CHAMBERS Assets to ARES;

         (b)      ARES  shall  have  delivered  to  CHAMBERS  the ARES  Shares,
consisting  of an  aggregate  of Twenty  Five  Million (25,000,000) shares of
ARES Common Stock in certificate denominations as presented by ARES, as defined
in Section 2-Article 2.1-(b).

                                    SECTION 8

               CONDITIONS PRECEDENT TO ARES'S OBLIGATIONS TO CLOSE

         The  obligations  of ARES to  consummate  this Agreement are subject to
satisfaction  on or prior to the Closing Date of the following conditions:

         8.1      Representations  and Warranties.  The representations and
warranties of CHAMBERS contained in this Agreement shall be true and correct in
all material  respects on and as of the Closing Date, and CHAMBERS  shall have
performed in all material  respects all of its obligations hereunder theretofore
to be performed.

         8.2      Other. The joint conditions  precedent in Section 10 hereof
shall have been satisfied and all documents  required for Closing shall be
acceptable to Counsel for ARES.

                                       17
<PAGE>



                                    SECTION 9

             CONDITIONS PRECEDENT TO ARES'S OBLIGATIONS TO CLOSE
             ___________________________________________________
         The  obligation of CHAMBERS to consummate  this  Agreement is subject
to the  satisfaction  on or prior to the Closing Date of the following
conditions:

         9.1      Representations  and  Warranties.  The  representations
and warranties of ARES contained in this Agreement  shall be true and correct in
all material  respects on and as of the Closing Date,  and ARES shall have
performed in all material  respects all of its obligations hereunder theretofore
to be performed.

         9.2      Other.  The joint conditions precedent in Section 10 hereof
shall have been satisfied.

                                   SECTION 10

                           JOINT CONDITIONS PRECEDENT

         The  obligations of ARES and CHAMBERS to consummate  this Agreement
shall be subject to  satisfaction or waiver in writing by all parties of each
and all of the following additional conditions precedent at or prior to the
Closing Date:

         10.1     Other  Agreements.  All of the agreements  contemplated by
Section 7.1 of this Agreement shall have been executed and delivered, and all
acts required to be performed thereunder as of the Closing Date shall have been
duly performed,  including,  without limitation, completion of all exhibits
to this Agreement.

         10.2     Absence of  Litigation.  At the Closing Date, there shall be
no action,  suit,  or proceeding  pending or threatened against  any of the
parties  hereto by any  person, governmental  agency, or subdivision thereof,
nor shall  there be  pending or threatened  any action in any court or
administrative  tribunal,  which would have the effect of inhibiting  the
consummation  of the transactions contemplated herein.

                                   SECTION 11

                                 CONFIDENTIALITY

         11.1     ARES acknowledges that its directors,  executive  officers,
employees,  consultants,  and affiliates have, and will, acquire information and
materials from CHAMBERS concerning knowledge about the technology,  business,
products, strategies,  customers, clients and suppliers of the CHAMBERS Assets
and that all such  information,  materials and knowledge  acquired, are and will
be trade secrets and confidential and proprietary information of CHAMBERS,
such acquired information,  materials,  and knowledge are hereinafter referred
to as "Confidential  Information."  ARES, itself, and behalf of its directors,
executive  officers,  employees,  consultants, and affiliates,  covenant to hold
such  Confidential  Information in strict  confidence,  not to disclose it to
others or use it in any way, commercially  or otherwise,  except in  connection
with the  transactions  contemplated  by this  Agreement and not to allow any
unauthorized  person  access  to such  Confidential  Information.  Similarly,
CHAMBERS  acknowledges  that  its  directors,  executive officers,  employees,
consultants,  and affiliates have, and will,  acquire  information and materials
from ARES concerning  knowledge about the  technology,  business,  products,
strategies,  customers,  clients  and  suppliers  of ARES and that all such
information, materials  and knowledge  acquired,  are and will be trade secrets
and  confidential  and  proprietary  information  of ARES.  CHAMBERS covenants
to hold such Confidential  Information in strict confidence,  not to disclose it
to others or use it in any way, commercially or otherwise,  except in connection
with the  transactions  contemplated  by this Agreement and not to allow any
unauthorized  person access to such Confidential Information.

                                       18
<PAGE>



         11.2     The Confidential Information disclosed by the one party to the
other shall  remain the property of the  disclosing party.

         11.3     ARES and CHAMBERS, and their respective directors, executive
officers, employees,  consultants, and affiliates, shall maintain in secrecy all
Confidential Information disclosed to them by the party other using not less
than reasonable  care. ARES and CHAMBERS, and their respective directors,
executive officers, employees,  consultants, and affiliates shall not use or
disclose in any manner to any third party any  Confidential  Information without
the express  written  consent of the chief  executive officer of the other party
unless or until the Confidential Information is:

         (a)      publicly available or otherwise in the public domain; or

         (b)      rightfully obtained by any third party without restriction; or

         (c)      disclosed by the other party without  restriction  pursuant to
judicial  action,  or government  regulations or other requirements.

         11.4     The obligations of under Sections 11.1, 11.2, and 11.3 of
this Agreement shall expire one year from the date hereof.


                                   SECTION 12

                              CONDITIONS SUBSEQUENT

         12.1     Audit.   The parties  acknowledge  that pursuant to the rules
and  regulations of the SEC, it may be required that an audit of the financial
statements of CHAMBERS for his prior two fiscal years (the "CHAMBERS Audit")
must be completed by an auditor  acceptableto ARES and filed with the SEC within
sixty-five (65) days following the Closing. The Sellers agree that CHAMBERS will
cooperate and provide all needed  information  to complete the CHAMBERS  Audit.
If the CHAMBERS  Audit is not  completed in a timely manner to allow for filing
of same with the SEC within the 65-day period, this Agreement will be mutually
rescinded by the parties.

                                       19
<PAGE>


         12.2     Management Contract. The parties agree that following the
Closing,  Curtis Chambers; will then be employed by ARES as its Lead Developer,
or other applicable title, as defined in the Consulting and/or Employment
Agreement.

         12.3     Project  Financing.  For a period of twelve  months,  ARES
agrees to provide up to  $11,500.00  per month in project financing for the
continued  development  of the Point of Sale software and related  products.
All financing  must be approved by ARES on a  month-to-month  basis,  dependent
upon CHAMBERS'  performance  and successful  progression of the Point of Sales
software  and/or project development.

                                   SECTION 13

                             TERMINATION AND WAIVER

         13.1     Termination.  This Agreement may be terminated and abandoned
on or before the Closing Date by:

         (a)      the mutual consent in writing of the parties hereto;

         (b)      ARES, if the conditions precedent in Sections 8 and 10 of this
Agreement  have not been satisfied or waived by the Closing Date; and

         (c)      CHAMBERS,  if the  conditions  precedent in Sections 9 and 10
of this  Agreement have not been satisfied or waived by the Closing Date.

         If this  Agreement is terminated  pursuant to Section 13.1, the parties
hereto shall not have any further  obligations  under this Agreement, and each
party shall bear all costs and expenses incurred by it.

                                   SECTION 14

                  NATURE AND SURVIVAL OF REPRESENTATIONS, ETC.

         14.1     Nature and Survival.  All statements  contained in any
certificate or other  instrument  delivered by or on behalf of ARES  or CHAMBERS
pursuant  to  this  Agreement  or  in  connection  with  the  transactions
contemplated  hereby  shall  be  deemed representations  and warranties by such
party.  All  representations  and  warranties  and agreements  made by ARES or
CHAMBERS in this Agreement or pursuant  hereto shall survive the Closing Date
hereunder  until the  expiration of the 12th month  following the Closing Date.

                                       20

<PAGE>


                                   SECTION 15

                                  MISCELLANEOUS

         15.1     Notices. Any notices or other  communications  required or
permitted hereunder shall be sufficiently given if written and delivered in
person or sent by registered mail, postage prepaid, addressed as follows:

         to CHAMBERS:              Curtis Chambers
                                   3893 Camino Lindo
                                   San Diego, CA  92122


         To ARES:                  AmeriResource Technologies, Inc.
                                   Attention: Delmar Janovec
                                   3430 E. Russell Road
                                   Suite 317
                                   Las Vegas, NV  89120

or such other  address as shall be  furnished  in writing by the  appropriate
person, and any such notice or communication  shall be deemed to have been given
as of the date so mailed.

         15.2     Time of the Essence.  Time shall be of the essence of this
Agreement.

         15.3     Costs.  Each party will bear the costs and expenses incurred
by it in connection with this Agreement and the transactions contemplated
hereby.

         15.4     Entire  Agreement and Amendment.  This Agreement, all Exhibits
hereto,  and documents  delivered at the Closing Date hereunder contain the
entire agreement  between the parties hereto with respect to the transactions
contemplated by this Agreement and supersedes  all other  agreements,
written or oral,  with respect  thereto.  This  Agreement may be amended or
modified in whole or in part, and any rights  hereunder may be waived,
only by an agreement in writing,  duly and validly  executed in the same manner
as this Agreement or by the party against whom the waiver would be asserted.
The waiver of any right  hereunder  shall be effective  only with respect to the
matter specifically waived and shall not act as a continuing waiver unless it so
states by its terms.

         15.5     Counterparts.  This  Agreement  may be executed in one or more
counterparts,  each of  which  shall be  deemed  to constitute an original and
shall become  effective  when one or more  counterparts  have been signed by
each party hereto and delivered to the other party.

         15.6     Governing Law. This  Agreement  shall be governed by, and
construed and  interpreted in accordance  with, the laws of the State of Nevada.

         15.7     Attorneys' Fees and Costs.  In the event any party to this
Agreement shall be required to initiate legal proceedings to enforce performance
of any term or condition of this Agreement,  including,  but not limited to, the
interpretation of any term or provision  hereof,  the payment of moneys or the
enjoining of any action prohibited  hereunder,  the prevailing party shall be
entitled to recover  such sums,  in  addition  to any other  damages or
compensation  received,  as will  reimburse  the  prevailing  party for
reasonable  attorneys'  fees and court costs  incurred on account  thereof
(including,  without  limitation,  the costs of any appeal) notwithstanding the
nature of the claim or cause of action asserted by the prevailing party.

                                       21
<PAGE>


         15.8     Successors  and Assigns.  This  Agreement  shall inure to the
benefit of and be binding  upon the parties  hereto and their respective heirs,
executors, personal representatives, successors, and assigns, as the case may
be.

         15.9     Captions.  The captions  appearing in this  Agreement are
inserted for  convenience  of reference  only and shall not affect the
interpretation of this Agreement.


         IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement as of the day and year first above written.


AmeriResource Technologies, Inc.
A Delaware corporation


By:          /s/ Delmar Janovec
             -------------------------------
             Delmar Janovec, President & CEO


CURTIS CHAMBERS
An individual


By:          /s/ Curtis Chambers
             -------------------
             Curtis Chambers

                                       22

<PAGE>






        Attachment A - Legal Proceedings From ARES 10-K SB Filed 4/14/04

ITEM 3. LEGAL PROCEEDINGS


     The following are pending material cases involving the Company and its
subsidiaries.


     Orix Real Estate Capital Markets, LLC, as the Special Servicer for Finova
Realty Capital, Inc. v. Magnolia Manors Properties, LLC, et al., Case No.
CV-01-3086-SH, was filed in the Montgomery Circuit Court in Montgomery County,
Alabama in May 2000 by Orix Real Estate Capital Markets, LLC ("Orix") as the
Special Servicer for Finova Realty Capital, Inc. alleging that Magnolia Manors
Properties, LLC defaulted on the provisions of a promissory note to Finova
Realty Capital, Inc. by which it promised to repay $9,280,000. This lawsuit
alleged that because the Company had been, between December 23, 1999 and
February 27, 2001, in negotiations to merge or acquire the assets of Magnolia
Manors Properties, LLC that it has bound itself to certain provisions of these
loan documents. On January 25, 2002, the Company and Delmar Janovec filed a
Motion for Summary Judgment asking the Court to enter an order granting judgment
in their favor on all claims asserted against them. The Circuit Court granted
summary judgment in favor of the Company and Delmar Janovec on March 29, 2002.
Orix appealed this judgment to the Alabama Supreme Court on June 26, 2002. The
Circuit Court's summary judgment was affirmed by the Alabama Supreme Court on
January 14, 2003.


     American Factors Group, L.L.C. vs. AmeriResource Technologies, Inc., et al.
This case was filed in the United States District Court, District of New Jersey,
Case Number 3:97cv01094(GEB).


     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 ("Janovec") of certain obligations and judgments entered against the
defendants. An Addendum dated August 10, 2000 was executed to modify certain
terms of the repayment schedule. As the Company and Janovec were unable to meet
the terms of repayment set forth in the Addendum, a Second Addendum was
executed in the first quarter of 2002 to modify the repayment conditions as
follows:


1.   the interest rate and all other penalties and late charges assessed on the
outstanding obligation of $308,692.08 owed by Janovec and the Company shall be
fifteen percent (15%) until the obligation is paid in full on or before
March 31, 2002;


 2.   the repayment schedule shall be weekly payments of not less than $2,500,
with repayments increasing in the event the price of the Company's Common Stock
increases;


 3.   to the extent the Company secures a line of credit through VSource 1 and
receives any investor monies, American Factors Group, L.L.C. ("AFG") shall
receive fifty percent (50%) of any such monies; and


 4.   The Company shall issue to AFG ten million (10,000,000) shares of the
Company's Common Stock in consideration of the modification of the repayment
conditions.


     As the Company's Common Stock reaches the specific prices stated in the
repayment schedule, Delmar Janovec, the Company's president, has agreed to sell
his personal shares of the Company's Common Stock to make the scheduled payment.
In the event the obligation was not paid in full by March 31, 2002, AFG would be
entitled to proceed with any available proper legal action to collect on its
judgment. AFG and the Company have extended the terms of the Second Addendum
until December 27, 2003. The terms of the Second Addendum have been met.


     Internal Revenue Service Issue. The IRS and the Company have been trying to
resolve outstanding issues since 2000 for unpaid payroll taxes created by the
previous engineering subsidiaries during the close down phases of the offices
and was not successful in reaching a resolution with the IRS. On or about
January 16, 2001, the IRS notified Rod Clawson, a director of the Company and
the former President of the engineering subsidiaries, that the IRS was filing a
lien against him, individually, for the payment of taxes. Subsequently, several
meetings were held and an agreement was reached on or about March 22, 2001 with
the IRS whereby Clawson will pay $50,000 per month until approximately $282,000,
constituting principal and interest, is paid off in its entirety. Mr. Clawson
has made payments in excess of $115,000 to date.

                                       23

<PAGE>


                                                                  EXHIBIT 10(ii)

                LEAD DEVELOPER & MANAGEMENT CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT ("Agreement") is entered into and effective
as of this 18th Day of May 2004, by and between  Curtis  Chambers
(the  "Consultant"),  and  AmeriResource  Technologies, Inc., a Delaware
corporation, (the "Company").

                               W I T N E S E T H:

         The parties agree as follows:

         1.       The Company  hereby  agrees to employ the  Consultant  to
render  services to the Company  during the  Consulting  Period,  as that  term
is  hereinafter  defined,  to serve as the Lead  Developer  and  Management
Consultant  to  certain  of the  Company's  subsidiary,  specifically, the Point
of Sale  Software  division.  The Consultant  agrees  to be  employed  on a
full-time  basis  by the  Company  in  such  capacity  and  agrees  that
throughout  the  Consulting  Period he will  perform  all such  duties  as shall
be  necessary  for him to  perform consistent  with his  positions  or as shall
be  assigned  to him.  The  Consultant  further  agrees to devote  his best
efforts  to the  performance  and  discharge of his duties and responsibilities.
In such  capacity,  the Consultant  shall  not  have  the  power,  without prior
approval  of the  Board  of  Directors  of  the  Company (the "Board"), to incur
on behalf of Company any business expenses.

         2.       The Company agrees to pay  Consultant,  as full  compensation
for the services to be rendered by the Consultant  hereunder, and the Consultant
agrees to accept as full compensation the compensation package as outlined below
in paragraph  (a) and (b).  Consultant  will be  responsible  for  Federal,
state and local income taxes,  FICA,  FUTA and other legally  required taxes and
contributions.  It is agreed that the Company's  various subsidiaries are
additionally  bound by all provisions of this agreement,  and shall be fully
liable to pay any and all amounts due as noted in this agreement.

        (a)      A salary during the Consulting Period at an annualized rate of
                 $102,000.00,  which  compensation  shall be payable in arrears
                 in equal monthly installments of $8,500.

        (b)      No benefits will be provided.

         3.      Consulting Period.

        (a)      The "Consulting  Period"  hereunder  shall commence on the date
                 hereof and shall  terminate  twelve months (12) from this date.

        (b)      Notwithstanding   paragraph  3(a),  the  Consulting  Period,
                 and  the  Consultant's   employment hereunder,  shall terminate
                 on  such  earlier  date  on  which  any  of  the  following
                 events occurs:

                  (i)      the death of  the  Consultant,
                  (ii)     the resignation of the Consultant,
                  (iii)    the termination by the Board of the Consultant's
                           employment with the Company for disability
                           (as hereinafter defined in (c),
                   or
                  (iv)     the termination by the Board of the Consultant's
                           employment with the Company, upon fifteen (15) days'
                           prior written notice to the Consultant hereunder, for
                           cause (as hereafter defined in (d).

                                       24
<PAGE>


          (c)     The   term "disability," as  used   herein   with   respect to
the   termination   of  the Consultant's  employment  with the  Company,  shall
mean the  Consultant's  inability  to perform  effectively  the substantial
portion of his duties  hereunder  because of physical or mental  disability  for
a  cumulative  period of 180 days in any consecutive  twelve  month  period
during the Consulting Period.

          (d)     The  term  "cause,"  as  used  herein  with  respect  to  the
termination  of  the  Consultant's employment  with the Company,  shall mean any
of the following:  (i) willful and  persistent  failure or refusal to perform
material,  significant  and  appropriate  obligations  under this  Agreement,
with proper  written notice having been given and time to make  corrections;
(ii) the conviction of the  Consultant for any felony;  any other action  of the
Consultant  that is  reported  in the  general  or trade  press or  otherwise
achieves  a  general notoriety,   involving  conduct  that  is  illegal, immoral
or  scandalous,   and  that  materially  reduces  the value  of the Consultant's
services and significantly discredits the Consultant and the Company's business.

         4.       All   notices   and  other   communications   hereunder  shall
be  given  in  writing  by  hand delivery or by  registered  or  certified mail,
return  receipt  requested,  postage  prepaid, addressed to the party to receive
the same at its respective  address set forth below, or at such other address as
may from time to time  be  designated  by  either party to the other hereunder
in accordance with this  Section:

     If to the Consultant: Curtis Chambers
                           3893 Camino Lindo
                           San Diego, CA  92122
                           TEL: (619) 886-7390
                           FACSMILE: (619) 886-7390

     If to the Company:    AmeriResource Technologies, Inc.
                           3430 E. Russell Rd., Suite 317
                           Las Vegas, Nevada  89120
                           TEL: (702) 214-4249
                           FACSMILE: (702) 214-4221

         All such  notices and  communications hereunder shall be effective  and
deemed  given,  if mailed,  when delivered,  as evidenced  by the acknowledgment
of  receipt  issued  with  respect  thereto  by  the  applicable postal
authorities,  and, if delivered by hand,  when  received,  as  evidenced  by the
signed  acknowledgment  of receipt  of  the  person  to  whom  such notice or
communication shall have been addressed.

         5.       This  Agreement  constitutes  the  entire  agreement  of  the
parties  hereto  with  respect  to the  Consultant's  employment by the Company
and  supersedes  and  terminates  all prior  agreements,  arrangements and
policies  between the Consultant  and the Company,  as well as all of it's
majority  owned  subsidiaries,  with respect  to  the  subject  matter  hereof.

                                       25
<PAGE>


         6.       No  failure  by  either  party  hereto  to  exercise,  and no
delay  in  exercising,  any  right hereunder shall operate as a waiver  thereof,
nor shall any single or partial  exercise of any right hereunder by either party
preclude any other  or  future  exercise  of  that right or any other right
hereunder by that party.

         7.       In case any one or more of the  provisions  of this  Agreement
should  be  found to be  invalid, illegal or unenforceable in any respect,  the
validity,  legality and  enforceability  of the remaining  provisions
contained herein shall not  in  any  way  be  affected  or  impaired  thereby.

         8.       This  Agreement,  and the respective  rights,  duties and
obligations of the parties  hereunder, shall be governed by and construed in
accordance with the laws of the State of California.

         9.       The  rights  and   benefits   of  this   Agreement   shall
inure  to  the  benefit  of,  and  be enforceable  by, the Company's  successors
and assigns.  The rights and  obligations  of the Consultant  under this
Agreement may only be assigned with the prior written consent of the Company.

         10.  This   Agreement  may  not  be  amended,   terminated  or
superseded   except  by  an  agreement  in writing,  executed  by  the  Company
and  the  Consultant.

         11.      The  Consultant  hereby   acknowledges   that,  in  connection
with  his  review  of  the  terms and conditions of this  Agreement,  including,
without  limitation,  the  undertakings,  restrictions  and waivers set forth
herein,  he has had the  opportunity  to consult with and be  represented by his
own  counsel,  who may advise  him concerning the execution and delivery of
this Agreement by him.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement
to be Duly executed on the date first above written.


AMERIRESOURCE TECHNOLOGIES, INC.



By:  /s/ Delmar Janovec
     -----------------------------
     Delmar Janovec-President & CEO



CONSULTANT

     /s/ Curtis Chambers
     -------------------
By:  Curtis Chambers

                                       26

<PAGE>

                                                                   EXHIBIT 31(i)

                                  CERTIFICATION

I, Delmar Janovec, as Chief Executive Officer and the person performing
functions similar to that of a Principal Financial Officer of AmeriResource
Technologies, Inc. (the "Company"), certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of the Company;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this annual
report;

4. The small business issuer's other certifying officer(s) and I am responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer and have:

(a)      designed such disclosure controls and procedures or caused such
         disclosure controls and procedures to be designed under my supervision,
         to ensure that material information relating to the small business
         issuer, including its consolidated subsidiaries, is made known to
         myself by others within those entities, particularly during the period
         in which this annual report is being prepared;

(b)      designed such internal control over financial reporting, or caused such
         internal control over financial reporting to be designed under my
         supervision, to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial statements for
         external purposes in accordance with generally accepted accounting
         principles;

(c)      evaluated the effectiveness of the small business issuer's disclosure
         controls and procedures and presented in this report my conclusions
         about the effectiveness of the disclosure controls and procedures, as
         of the end of the period covered by this report based on such
         evaluation; and

(d)      disclosed in this report any change in the small business issuer's
         internal controls over financial reporting that occurred during the
         small business issuer's most recent fiscal year that has materially
         affected, or is reasonably likely to materially effect, the small
         business issuer's internal controls over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors;

(a)      all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonable likely to adversely affect the small business issuer's
         ability to record, process, summarize and report financial information;
         and

(b)      any fraud, whether or not material, that involves management or other
         employees who have a significant role in the small business issuer's
         internal control over financial reporting

Date: August 20, 2004

/s/ Delmar Janovec
---------------------------
Delmar Janovec
Chief Executive Officer and
Principal Financial Officer

                                       27
<PAGE>



                                                                  EXHIBIT 32 (i)

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACTS OF 2002

         Certification Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

         In connection with the Quarterly Report of AmeriResource Technologies,
Inc. (the "Company") on Form 10-QSB for the quarter ended June 30, 2004 (the
"Report"), as filed with the Securities and Exchange Commission, on the date
hereof (the "Report), the undersigned, Delmar Janovec, Chief Executive Officer
and the person performing functions similar to that of a Principal Financial
Officer of the Company, hereby certifies, pursuant to 18 U.S.C. 1350, as adopted
pursuant to 18 U.S.C., Section 1350, that:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Dated: August 20, 2004                     /s/ Delmar Janovec
                                           --------------------------
                                           Delmar Janovec
                                           Chief Executive Officer and Principal
                                           Financial Officer

                                       28