SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                FORM 10-QSB / A

(Mark One)

[X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the quarterly period ended MARCH 31, 2007.

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

COMMISSION FILE NUMBER: 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
 incorporation or organization)                            Identification No.)


            3440 E. Russell Road, Suite 217, Las Vegas, Nevada 89120
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (702) 214-4249
                                 --------------
                           (Issuer's telephone number)

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

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

                        YES   [ ]  NO [X]

      On  May  21,  2007,  there  were  512,074,762 outstanding shares  of  the
issuer's common stock, par value $0.0001.


*EXPLANATORY  NOTE  - The Company is filing this Amendment No. 1 to Form 10-QSB
to amend its Quarterly  Report  on  Form 10-QSB for the quarter ended March 31,
2007  ("the Original Filing") in order  to  amend  and  restate  the  financial
statements  and  related  disclosures  for  matters  related  to  the following
previously  report  item:  reversal  of  the original recording of the gain  on
extinguishment  of  debt  associated  with  the  settlement  agreement  between
American  Factors Group, LLC ("AFG"), AmeriResource  Technologies,  Inc.  ("The
Company"),  and  Delmar  Janovec  (CEO/President)  as  a  result  of  all  cash
considerations for the discharge of debt not being satisfied to derecognize the
liability  in accordance with Statement of Financial Accounting Standards Board
No. 140, Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
Extinguishments  of  Liabilities  ("SFAS 140")   in  addition  to  the  Company
discovering that during  the  edgar  process  amounts reported within operating
expenses in the Consolidated Statements of Operations within its Report on Form
10-KQB/A for the quarter ended March 31,  2007  were  transmitted with clerical
errors.

Correction of the clerical errors discussed above resulted in no change to  the
previously reported operating loss, net loss, basic and diluted loss per share,
operating cash flows, financing cash flows, or the decrease  in  cash  for  the
quarter ended March 31,  2007.  Additionally,  the  correction  of the clerical
errors resulted in no change to the quity or earnings (loss) per share made  at
the time of the Original Filing.  Except as  required  to  reflect  the effects
of the items described above, no additional modifications or  updates  in  this
Amendment have been made to the  Original  Filing.   This  amendment  does  not
describe other events occurring after the original  filing, including exhibits,
or  modify  or  update  those disclosure affected by subsequent  events,  other
than  the  events  surrounding   the  Company's  unregistered  sale  of  equity
securities and entry  into a definitive material agreement with Nexia Holdings,
Inc.,  which are discussed below.

On June 25, 2007, the Company filed the Current Report on  Form  8-K  with  the
Securities  and  Exchange  Commission ("SEC") in which it announced on June 22,
2007, the Company ("AMRE", "AmeriResource Technologies, Inc.") and Net2Auction,
Inc. ("NAUC", "majority owned subsidiary through  conversion  of  preferred  or
supervoting preferred stock") and Nexia Holdings  Inc.,  a  Nevada  corporation
("NEXA"), entered  into  a  Stock  Exchange Agreement (the "Agreement") whereas
Nexia Holdings, Inc. will acquire 90% of the issued and  outstanding  preferred
stock shares of Net2Auction,  Inc.  in  exchange  for  the  issuance  of  sixty
thousand (60,000) shares of Nexia's Series C  Preferred  stock  with  a  stated
value of $5.00 per share for a  total  of  $300,000.  Nexia  Holdings  will  be
transferring its  ownership  in  its  Landis  Lifestyle  Salon  ("Landis") into
Net2Auction, Inc., Landis had assets  that  total  approximately  $415,580  and
reported revenues of $1,326,013 for the year ending December  31,  2006.  Nexia
Holdings reported revenues for  the first quarter of 2007 for Landis operations
to be $424,863 with a reported net loss  of  $20,930.  Landis's  business  plan
calls for the acquisition of an additional four (4) Salons, within the next two
calendar years. Landis Lifestyle Salons uses the Aveda{reg-trade-mark}  product
line exclusively in its operations and these products are rated as one  of  the
best in the health and beauty care industry.  Pursuant  to  the  terms  of  the
agreement, AmeriResource  will  retain  its  Twenty-Five  Million  (25,000,000)
shares  of  common  stock  in  Net2Auction,  Inc. and remain a shareholder. All
assets  and  liabilities  of   Net2Auction,  Inc.   will  be   transferred   to
AmeriResource prior to the close of the transaction with Nexia Holdings, Inc.

On September 4, 2007, the Company filed the Current Report on Form 8-K with the
Securities and  Exchange Commission ("SEC") in which it announced on August 30,
2007, the Company ("AMRE", "AmeriResource Technologies, Inc."),  authorized the
issuance  of  One  Hundred  Twelve  Million  (112,000,000) shares of restricted
common stock of the Company,  par value of $0.0001 to QualityStocks,  LLC.  The
issuance  was  in  satisfaction  of  the  agreement  between  the  Company  and
QualityStocks, LLC to provide public and investor relations  services  for  the
Company.  The services provided are for broadcasts, publication in newsletters,
release  of  PR's,  and  placement  of  banner  ads  by QualityStocks, LLC. The
issuance represented approximately 12% of the current issued and outstanding of
933,402,125  shares  of  common  stock  of  the  Company.  The  transaction was
processed as a private sale exempt from registration under Section 4(6)  of the
Securities Act of 1933.

The  Current  Report  on  Form  8-K's  discussed  above  did  not  result in an
adjustment to the financial statements.   In  an  effort  to keep the financial
statements  from  being  misleading,  the  Company  has  added  the  disclosure
discussed above within its Quarterly Report on Form  10-QSB/A  for  the  period
ended  December 31, 2006 to inform the readers of  events  that  have  occurred
subsequent   to  the original  issuance  of  the  financial  statements  in its
Quarterly Report  on  Form  10-QSB for the period ended December 31, 2006 ("the
Original Filing").

In  addition  to this Amendment, the Company is amending its Quarterly  Reports
on  Form 10-QSB/A for the quarters ended  March 31, 2006, June  30,  2006,  and
September 30, 2006 upon discovery that  the  transaction  described  above  was
also improperly recorded within these  reporting periods  as  well.  Each  will
contain restated financial information  within.  The  Company  has re-evaluated
its  disclosure  controls and procedures  and internal  control over  financial
reporting   as  of   March  31, 2007,  and  concluded   that  because  of   the
restatements  identified  above,  the  Company   determined  it  had a material
weakness in internal control over financial reporting.

Item No. 1, 2, 3, and Note No. 6

This Amendment No. 1 hereby supersedes  and  amends  the  Original  Filing with
respect to addition to the items described above, this Amendment No. 1 reflects
changes  and  reclassifications  in  and  of itself in order to provide a  more
accurate   basis  of  the  consolidated  financial   statements   and   related
disclosures.


      				TABLE OF CONTENTS


PART I   -   FINANCIAL INFORMATION

      ITEM 1.     Financial Statements

       A.  Unaudited Condensed Consolidated Balance Sheet at 		3
	   March 31, 2007 (restated)

       B.  Unaudited Condensed Consolidated Statements of Operations 	5
	   for the three months ended March 31, 2007 (restated) and
	   March 31, 2006 (restated)

       C.  Unaudited Condensed Consolidated Statements of Cash Flows	6
	   for the three months ended March 31, 2007 (restated) and
	   March 31, 2006 (restated)

       D.  Notes to Unaudited Condensed Consolidated Financial 		7
	   Statements

      ITEM 2.     Management's Discussion & Analysis of Financial      14
		  Condition and Results of Operations

      ITEM 3.     Controls and Procedures 			       18

PART II   -   OTHER INFORMATION                                        19

      ITEM 6.     Exhibits and Reports on Form 8-K 		       19

SIGNATURES                                                             19
INDEX TO EXHIBITS                                                      20
CERTIFICATIONS




<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

      As used herein, the term "Company"  refers to AmeriResource Technologies,
Inc.,  a Delaware corporation, and its subsidiaries  and  predecessors,  unless
otherwise  indicated.   Consolidated,  unaudited,  condensed  interim financial
statements  including a balance sheet for the Company as of the  quarter  ended
March 31, 2007,  statement  of  operations  and statement of cash flows for the
interim period up to the date of such balance  sheet and the comparable periods
of  the  preceding  year are attached hereto beginning  on  Page  F-1  and  are
incorporated herein by this reference.

      The consolidated financial statements for the Company included herein are
unaudited but reflect,  in  management's  opinion,  all adjustments, consisting
only of normal recurring adjustments that are necessary for a fair presentation
of the Company's financial position, and the results  of its operations for the
interim  periods presented.  Because of the nature of the  Company's  business,
the results  of  operations  for the three months ended March 31, 2007, are not
necessarily indicative of the  results that may be expected for the full fiscal
year. The financial statements included  herein  should  be read in conjunction
with the financial statements and notes  thereto  included in the Form 10-KSB/A
for the year ended December 31, 2006 as amended and filed with the SEC on
September 18, 2007.





<PAGE>


<TABLE>
<CAPTION>

<S>						<C>			<C>
                    AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
               	    	  CONDENSED CONSOLIDATED BALANCE SHEETS
					(UNAUDITED)



                                                  	          March 31,
                                                    		    2007
                                                   		(as restated,
						      		 see note 4)
						     	 	 ---------

				ASSETS
Current Assets:
  Cash and Cash Equivalents 	                     	        $ 276,816
  Inventory 	                                         	   78,386
  Accounts receivable 							-
  Prepaid Expenses					  	    5,000
  Notes Receivable                                           	    6,065
						      		 --------
    Total Current Assets                                	  366,267


Fixed Assets:
  Fixed Assets, at Cost                                		  266,341
  Accumulated Depreciation					  (76,813)
 							  	 --------
    Net Fixed Assets 	                                	  189,528

Other Assets:
  Intangible assets - net of accumulated amortization		  141,122
  Goodwill                                              	  539,321
  Deposits                                               	   25,090
						      		---------
    Total Other Assets                                  	  705,533

    Total Assets                                      		1,261,328
						      		---------

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

</TABLE>


					3
<PAGE>


<TABLE>
<CAPTION>

<S>				<C>			<C>


                             AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
               	    		    CONDENSED CONSOLIDATED BALANCE SHEETS
                                   		(UNAUDITED)


                                                                 March 31,
                                                                   2007
                                                    	      (as restated,
						      	        see note 4)
							       -----------
		LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accrued expenses                                               252,048
  Accounts payable                                               164,388
  Note payable - related party                                   313,229
  Notes payable - current portion                                584,267
							      -----------
        Total Current Liabilities                              1,313,932

NON-CURRENT LIABILITIES:
  Commitments and contingencies                                  250,571
  Notes payable - long term                                      396,000
							     -----------
	Total Other Liabilities                                  646,571
							     -----------
	Total Liabilities                                      1,960,503
							     -----------

Stockholders' Deficit
   Preferred stock, $.001 par value; authorized,
   10,000,000 shares; Class A, issued and
   outstanding, 131,275 shares
                                                                     131
   Preferred stock, $.001 par value; authorized,
   10,000,000 shares; Class B, issued and
   outstanding, 177,012 shares
                                                                     177
   Preferred stock, $.001 par value; authorized,
   1,000,000 shares;Class C, issued and
   outstanding, 1,000,000 shares
                                                                   1,000
   Preferred stock, $.001 par value; authorized,
   750,000 shares; Class D, issued and
   outstanding 250,000                                               250

   Common Stock, $.0001 par value; authorized,
   3,000,000,000 shares; 458,190,671 shares
   issued and outstanding					  45,821

Comprehensive loss on marketable securities                       (3,108)
Additional paid in capital                                    20,579,938
Retained earnings                                            (21,866,592)
Minority interest                                                543,208
							     -----------
Total stockholders' deficit                                     (699,175)
							     -----------
Total Liabilities and Stockholders' deficit                    1,261,328
							     ===========


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
</TABLE>

					4
<PAGE>

<TABLE>
<CAPTION>

<S>						<C>		<C>

		AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
      	   	 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
				  (UNAUDITED)

                                                  	   Three Months Ended
                                                                 March 31,
 							------------------------
                                                 	   2007           2006
							--------	---------
						      (as restated,   (as restated,
							see note 4)    see note 4)
						       -----------    ------------
Revenues:
Net Service 	                                           471,353    $    108,218
Consulting 							 -		 -
						       -----------    ------------
Gross Revenues	                                           471,353         108,218
Cost of Goods Sold                                         325,568          70,170
						       -----------    ------------
Net Revenues		                                   145,785          38,048

Operating expenses
      General and administrative expenses                  189,568         146,116
      Salaries                                             194,316          25,000
      Legal & Professional                                  62,311         122,555
      Depreciation and amortization   		            18,582          13,459
      Consulting                                           461,873         547,095
						       -----------    ------------
							   926,650	   854,255
							-----------    ------------
Operating loss 		                                  (780,865)       (816,177)

Other income (expense):
      Interest income                                           71              10
      Interest expense                                     (16,598)         (4,718)
						       -----------    ------------

      Minority interest                   		   310,590         153,374

Net Income (loss) before income tax                       (486,802)       (667,511)

      Income Tax Provision 		                         -               -
						       -----------    ------------
	  Net loss	                         	  (486,802)       (667,511)
						       ===========     ===========

Basic and diluted loss per share                             (0.00)          (0.01)
						       ===========     ===========

Weighted average common shares outstanding:
      Basic and diluted				       390,936,029     128,583,641



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
</TABLE>
					5
<PAGE>


<TABLE>
<CAPTION>

<S>				<C>				<C>


                        AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
					(UNAUDITED)

                                                                       Three Months Ended
                                                                             March 31,
								   ---------------------------
                                                                       2007             2006
								    ----------	     ----------
								   (as restated,   (as restated,
								    see note 4)      see note 4)
Reconciliation of net loss used in
  operating activities:
Net loss   	                                                   $ (486,802)      $ (667,511)
Non-cash items:
  Depreciation and amortizaation                                       18,582           13,459
  Non-cash services through issuance of stock         		      437,171          514,218
  Relief of debt income							    -		     -
  Minority interest                                 		     (310,590)        (153,374)

Changes in assets affecting operations
  (increase) / decrease
  Accounts Receivable                                                       -             (270)
  Inventory                                                            23,957           (9,910)
  Prepaid expenses                                          		    -           (2,250)
  Notes Receivables                                                         -              221

Changes in liabilities affecting operations
  increase / (decrease)
  Accounts Payable                                                    (43,854)          19,536
  Accrued Payroll and related expenses                                      -           25,000
  Accrued expenses                                                     44,940           18,849
								   ----------	    ----------
Net cash used in operating activities 		                     (316,596)        (242,032)

Cash flows from investing activities:
  Purchase of Fixed Assets, and intangibles 	                      (10,247)         (23,520)
								   ----------	    ----------
Net cash used in investing activities			              (10,247)         (23,520)

Cash flows from financing activities:
  Proceeds from Notes payable                                 		    -           35,798
  Cash payments on Notes payable                                     (264,978)               -
  Proceeds from issuance of stock                       	      775,000          280,000
								   ----------	    ----------
Net cash provided by financing activities  	                      510,022          315,798

Cash and Cash equivalents:
  Increase in cash                                    		      183,179	        50,246
  Cash, beginning period                                               93,637	       109,357
								   ----------	    ----------
  Cash, end of period                                              $  276,816	    $  159,603
								   ==========	    ==========


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
</TABLE>
					6
<PAGE>



               AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2007
                                 (UNAUDITED)

NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES

AmeriResource  Technologies,  Inc.,  formerly  known as KLH Engineering  Group,
Inc., 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 16, 1996, the Company changed its name to AmeriResource  Technologies,
Inc.  The  Company  currently  operates  as a Holding Company for its operating
subsidiaries,   RoboServer  Systems  Corp.,  Self-Serve   Technologies,   Inc.,
Net2Auction, Inc.,  Net2Auction  Corp.,  AuctionWagon  Inc., BizAuctions, Inc.,
BizAuctions Corp., West Texas Real Estate & Resources, Inc.,  and  VoIPCOM USA,
Inc.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited  and  condensed  consolidated  financial  statements
included herein have been  prepared  in  accordance  with accounting principles
generally accepted in the United  States  of  America  (US GAAP),  for  interim
financial statements, and pursuant to the instructions  for  Form  10-QSB,  and
Item 310 (b) of Regulation S-B  of  the  Securities  and  Exchange  Commission.
Accordingly, the statements do  not  include  certain  information and footnote
disclosures normally  included  in  annual  financial  statements  prepared  in
accordance with  generally  accepted accounting principles in the United States
of America have been condensed or omitted.  In the opinion  of  management, all
adjustments (consisting of normal recurring accruals) considered necessary  for
a fair presentation have been included.  Operating results for the three months
ended March 31, 2007, and March 31, 2006, are not necessarily indicative of the
results that may be expected for the fiscal year ended December 31,  2007.  For
further information, the statements should be read  in  conjunction  with   the
financial statements and notes thereto included in the Company's Annual  Report
on Form 10-KSB/A for the fiscal year ended December  31, 2006  as  amended  and
filed with the SEC on September 17,2007 ("the 2006 10-KSB/A).

RECLASSIFICATIONS

Certain reclassifications  have  been made to prior year  amounts to conform to
the current year presentation.  These reclassifications had  no  efect  on  the
previously reported net loss.

USE OF ESTIMATES

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

PRINCIPLES OF CONSOLIDATION

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

					7
<PAGE>

EARNINGS (LOSS) PER COMMON SHARE

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

NOTE 3 - GOING CONCERN

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

It is  management's  opinion the going concern basis of reporting its financial
condition and results  of  operations is appropriate at this time.  The Company
plans  to  increase cash flows  through  increased  revenues,  reduce  expenses
through consolidation, and purchase additional revenue producing assets through
equity, and the sale or closure of unprofitable subsidiary operations.


NOTE 4 - CORRECTION OF ERRORS

The  Company has restated its previously issued  March  31,  2007  consolidated
financial  statements  for matters related to the following previously reported
items: reversal of the original  recording  of  the  gain on extinguishment  of
debt associated with the settlement agreement between  American  Factors Group,
LLC  ("AFG"),  AmeriResource  Technologies,  Inc.  ("The Company"), and  Delmar
Janovec  (CEO/President)  as  a  result  of  all  cash considerations  for  the
discharge  of  debt  not  being  satisfied  to  derecognize  the  liability  in
accordance  with Statement of Financial Accounting  Standards  Board  No.  140,
Accounting for  Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities ("SFAS  140). The accompanying consolidated financial statements
for the three month period  ended  March 31, 2007 have been restated to reflect
the corrections in accordance with SFAS  No.  154, "Accounting Change and Error
Correction" in  addition  to  the  Company  discovering  that during the  edgar
process   amounts  reported  within  operating  expenses  in  the  Consolidated
Statements of Operations   within its Report on  Form  10-QSB/A for the quarter
ended March 31, 2007 were transmitted with clerical errors.

In addition to this Amendment, the Company is amending its Quarterly  Report on
Form 10-QSB/A for the quarter ended March 31, 2006 upon  discovering  that  the
transaction  identified   above  was  also   improperly  recorded   within  the
previously  issued   condensed  consolidated  financial  statements and related
disclosures for the period ending March 31, 2006.

The following is a summary  of the restatements  for  the  three  months  ended
March 31, 2007 and  March 31, 2006, respectively, as  the  financial  statement
effect  on  both  reporting   periods  are   comparable   and   consistent   in
presentation:

Increase (decrease) of previously reported notes payable:

 - increase of notes payable related to AFG outstanding debt         232,067
								   ---------
    Total increase in previously reported liabilities                232,067
								   ---------
Increase of previously reported stockholder's (deficit):
  - total increase in net loss due to correction of errors          (232,067)
								   ---------
    Total increase in previously reported stockholders' deficit     (232,067)
 								   ---------
Effects of above referenced adjustments on net loss:

Decrease of previously reported other income (expense):             (232,067)
								   ---------
    Total increase in net loss                                     $ 232,067
								   ---------

The effect on the Company's previously issued March 31, 2007 financial
statements are summarized as follows:

					8
<PAGE>

        Condensed Consolidated Balance Sheet as of March 31, 2007

<TABLE>
<CAPTION>
<S>		<C>			<C>

                          	 As previously   Net           As
                          	   reported     change      restated
				 ------------ ---------	 ------------
Assets
Current assets
 Cash and cash equivalents       $    276,816 $       -  $    276,816
 Inventory                             78,386         -        78,386
 Accounts receivable                        -         -             -
 Prepaid expenses                       5,000         -         5,000
 Notes receivable                       6,065         -         6,065
				 ------------ ---------	 ------------
 Total current assets                 366,267         -       366,267
				 ------------ ---------	 ------------
 Fixed assets, net                    189,528         -       189,528
				 ------------ ---------	 ------------
Other assets
 Intangible assets, net               141,122         -       141,122
 Goodwill		              539,321         -       539,321
 Deposits                              25,090         -        25,090
				 ------------ ---------	 ------------
 Total other assets                   705,533         -       705,533
				 ------------ ---------	 ------------
 Total Assets                    $  1,261,328 $       -  $  1,261,328
				 ============ =========	 ============
Current liabilities

 Accrued expenses                     252,048         -       252,048
 Accounts Payable                     164,388         -       164,388
 Notes payable - related party        313,229         -       313,229
 Notes payable                        352,200   232,067       584,267
				 ------------ ---------	 ------------
 Total current liabilities          1,081,865   232,067     1,313,932
 				 ------------ ---------	 ------------
Non-Current liabilities
 Commitments and Contingencies        250,571         -       250,571
 Notes payable, less current	      396,000	      -	      396,000
 				  ------------ --------  ------------
Total liabilities                   1,728,436   232,067     1,960,503

Stockholders' deficit
 Preferred stock - Class A                131         -           131
 Preferred stock - Class B                177         -           177
 Preferred stock - Class C              1,000         -         1,000
 Preferred stock - Class D                250         -           250
   Common stock                        45,821         -        45,821
   Comprehensive loss on
 marketable securities                 (3,108)        -        (3,108)
 Additional paid-in capital        20,579,938         -    20,579,938
 Retained earnings                (21,634,525) (232,067)  (21,866,592)
   Minority Interest                  543,208         -       543,208
				 ------------ ---------	 ------------
 Total stockholders' deficit         (467,108) (232,067)     (699,175)
 				 ------------ ---------	 ------------
  Total Liabilities &
   Stockholders' Deficit   	 $  1,261,328 $       -  $  1,261,328
				 ============ =========  ============
</TABLE>

 					9
<PAGE>

		Condensed Consolidated Statement of Operations
 	  for the Three Months Ended March 31, 2007 and March 31, 2006

<TABLE>
<CAPTION>
<S>					<C>	<C>

					    Three Months Ended		Three Months Ended
                                                 March 31,	              March 31,
				        ---------------------------  ---------------------------
                                            2007          2007	        2006             2006
				          ---------    ----------    ---------        ----------
					As previously      As       As previously         As
                                   	  reported      restated       reported	       restated
					 ----------    ----------    -----------       ---------
Net service revenue                      $  471,353    $  471,353    $  108,218	     $  108,218
Cost of Goods Sold                          325,568       325,568        70,170	         70,170
					 ----------    ----------    ----------	      ----------
Net revenue                                 145,785       145,785        38,048	         38,048

Operating Expenses
General and administrative expenses         189,568       189,568       146,116	        146,116
Salaries                                    194,316       194,316        25,000          25,000
Legal & professional                         62,311        62,311       122,555         122,555
Depreciation and amortization        	     18,582  	   18,572        13,459          13,459
Consulting		                    461,873       461,873       547,095         547,095
					 ----------    ----------    ----------       ----------
Net operating Loss                         (780,865)     (780,865)     (816,177)       (816,177)

Other Income (Expense):
Gain on extinguishments of debt             232,067             -       232,067               -
Interest income                                  71            71            10              10
Interest expense                            (16,598)      (16,598)       (4,718)         (4,718)
					 ----------    ----------    ----------       ----------
  Total other income (expense)              215,540       (16,527)      227,359          (4,708)
					 ----------    ----------    ----------       ----------

Minority interest			    310,590	  310,590	153,374         153,374

Net loss	                         $ (254,735)   $ (486,802)   $ (435,444)     $ (667,511)
					 ==========    ==========    ==========	      ==========

Loss per Common Share:

Basic and Diluted         		 $    (0.00)   $    (0.00)   $    (0.00)     $    (0.01)
					============   ==========    ============     ==========

Weighted Average Common Shares Outstanding:

Basic and Diluted                        390,936,029   390,936,029    128,583,641     128,583,641
					============   ===========   ============    ============

</TABLE>

NOTE 5 - STOCKHOLDERS' DEFICIT

COMMON STOCK

In December of 2004, the Company approved a 40 for 1 reverse stock split. The
shares are shown after the reverse stock split.  During the first quarter  of
2007, the Company issued a total of 98,728,106  shares  of  common  stock  as
follows:

       -74,403,321 shares of common stock were issued for consulting services
        valued at $381,849.

       -24,324,785 shares of common stock were issued for legal and
	professional services valued at $38,738.

During the first  quarter  of  2007,  the  Board  of  Directors  of the Company
authorized and caused to be filed a new S-8 Registration Statement  on Form S-8
whereby,  increasing  the  Company's  Stock  Incentive  Plan  by  an additional
125,000,000 shares of common stock of the Company.


NOTE 5- STOCKHOLDERS' DEFICIT (CONTINUED)

At May 21, 2007, the Company had 512,074,762 shares of common stock  issued and
outstanding.   The  increase  in shares is due to stock issuance to consultants
for services rendered.

Both Series A and B preferred stock bear a cumulative $.125 per share per annum
dividend, payable quarterly.  The shareholders have a liquidation preference of
$1.25 per share, and in addition,  all  unpaid  accumulated dividends are to be
paid before any distributions are made to common share-holders.   These  shares
are  subject  to  redemption  by  the  Company, at any  time after  the  second
anniversary  of the issue dates (ranging  from  August  1990  through  December
1995) of such shares  and  at a price of  $1.25  plus  all  unpaid  accumulated
dividends. Each preferred share is convertible, at any time prior to a notified
redemption date, to one common share.   The preferred shares have equal  voting
rights with common shares and no shares were  converted  in  the  period ending
March  31, 2007.  Dividends are not payable until declared by the Company.

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

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

On December 19, 2005, the Company filed a "Certificate of Designation" with the
Secretary of


					10
<PAGE>


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

NOTE 6-NOTE RECEIVABLE

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


Total Notes Receivable     $  6,065
Less current portion       $ (6,065)

Long-Term Notes Receivable $      0
			   --------

NOTE 7- NOTE PAYABLE

The Company had the following notes payable as of March 31, 2007

<TABLE>
<CAPTION>
<S>		<C>

Line of Credit, dated, March 25, 2007, interest is
Prime plus 3%, due and payable March 25, 2008.		$ 100,200

American Factors Group Settlement Agreement dated
March 27, 2006, revised in March 2007.  Amount
payable at December 31, 2006 was $432,067. Note bears
interest at 18% due on June 15, 2007.			$ 404,067

Note dated April 12, 2005, interest is prime plus
3% originally due on November 12, 2005, extended
through NOvember 4, 2007, convertible into 20,000,000
shares of VoIPCOM USA, Inc., common stock.		$  80,000

Note dated May 12, 2006, interest is 10% due and
Payable on May 12, 2008, convertible into Net2Auction
common stock at $0.01, per share.			$ 171,000

Note dated May 8, 2006, interest is 12%, due and
payable on May 8, 2008, convertible into RoboServer
common stock at $0.01, per share.			$ 100,000

Note dated June 28, 2006, interest is 10% due and
payable on June 28, 2008, convertible into BizAuctions
common stock at $0.01, per share.			$ 125,000

Total notes payable.					$ 980,267
							---------
Less current portion.					$(584,267)
							---------
Long-term portion.					$ 396,000

</TABLE>


Maturities of notes payable at March 31, 2007, are as follows:


      Year Ended
     December 31,
     ------------

2007          $584,267
2008          $396,000
2009               -0-
Thereafter         -0-
	      --------
	      $980,267

					11
<PAGE>

NOTE 8- COMMITMENTS AND CONTINGENCIES

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

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

 The Company and Delmar Janovec, and AFG entered into a Settlement Agreement on
March 27, 2006, which has been subsequently amended on March 14, 2007, for full
settlement of the existing debt pursuant to the following terms:

             Whereas, as of March 26, 2006, the total  debt owed to AFG by AMRE
      and Janovec equaled about $646,312.63 ("Debt"); and

             Whereas, the Parties entered into a Settlement  Agreement on March
      27, 2006 and reduced the amount due to $350,000; and

              Whereas, Janovec and AMRE made payments of $50,000  and  $100,000
      pursuant  to the agreement, and AMRE restricted common stock were issued;
      and

                  Whereas,   the   remaining   payments  totaling  $200,000  as
      specified in the Agreement were not made timely; and

                  Whereas, Janovec and AMRE desire  to proceed forward with the
      settlement  of the Debt, pursuant to the terms and  conditions  described
      herein, and for the consideration set forth herein; and


NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED)


        1.1 AFG, AMRE,  and Janovec agree that the Debt at March 13, 2007, will
        be modified to $220,000,  and  paid  in  accordance  with the following
        terms;

            (a.)AFG  will  receive  a  cash  payment of $48,000 from  AMRE  and
               Janovec to be wired on or before  March  20,  2007.   Funds were
               wired on March 20, 2007.
            (b.)AFG  will  receive the final payment of $172,000 from AMRE  and
               Janovec, by wire, on or before June 15, 2007.

 In exchange for the  above  payment,  AFG hereby agrees to release and forever
 discharges AMRE and Janovec from any liability connected to the debt, and will
 cause  the necessary documents to be filed  with  the  appropriate  courts  to
 release the judgments and/or liens against AMRE and Janovec.  If AMRE fails to
 make the payments above, then the agreement will become void, and any payments
 will go to reduce the original note.

 For additional  information  regarding  the  AFG, AMRE, and Janovec Settlement
Agreements, can be viewed under the Company's 8-K filing on March 31, 2006, and
as an Exhibit 10.2 to the Company's Form 10KSB/A  filed on September 17, 2007,
and as an Exhibit 10.1 to the Company's Form 10KSB filed on  April 15, 2005,
on the Securities and Exchange Commission website at www.sec.gov.

Although there are some contingencies that  exist  with  the  Company  and  its
subsidiaries, there are no new contingencies that have occurred since the  last
physical year-ended, December 31, 2006, that have not  been  reflected  in  the
financial statements.

NOTE 9 - MINORITY INTERESTS

During the period ended March 31, 2007, the  Company  was  considered  to  have
sufficient ownership and control  of  RoboServer  Systems  Corp.,  Net2Auction,
Inc., and BizAuctions, Inc., therefore the  companies  are  being  reported  as
subsidiaries on a consolidated basis. Minority interests losses  attributed  to
RoboServer, Net2Auction, and BizAuctions are approximately  $102,425, $149,990,
and $58,078, respectively. BizAuctions is owned by  Net2Auction, therefore, the
minority interest stated doe BizAuctions is at the  Net2Auction level, and  the
Net2Auction shows the minority interest at the AMRE level.

					12
<PAGE>

Note 10 - INCOME TAXES

As  of  June  30,  2007, the Company's federal net operating loss carryforwards
were approximately $21,732,067.   The  Company  had  a  provision  for (benefit
form)  income  tax  of  $0 and $0 for the three months ended March 31, 2007 and
March 31, 2006, respectively.

FIN No. 48
       The   Financial   Accounting   Standards   Board   has  published   FASB
Interpretation  No.  48  (FIN  No. 48), "Accounting for Uncertainty  in  Income
Taxes,"  to  address  the  non-comparability   in   reporting  tax  assets  and
liabilities resulting from a lack of specific guidance  in  FASB  Statement  of
Financial  Accounting  Standards  No.  109  (SFAS  109), "Accounting for Income
Taxes,"   on  the  uncertainty in income taxes recognized  in  an  enterprise's
financial statements.   Specifically,  FIN  No.  48 prescribes (a) a consistent
recognition  threshold  and  (b)  a  measurement attribute  for  the  financial
statement recognition and measurement of a tax position taken or expected to be
taken  in  a  tax  return,  and  provides related  guidance  on  derecognition,
classification, interest and penalties,  accounting interim periods, disclosure
and transition.  To the extent interest and  penalties  would  be  assessed  by
taxing  authorities  on any underpayment of income taxes, such amounts would be
accrued and classified  as  a component of income tax expenses on the statement
of operations.  FIN No. 48 will  apply to fiscal years beginning after December
15,  2006, with earlier adoption permitted.   The  Company  has  completed  its
evaluation  of the effects of FIN No. 48 and has concluded that the adoption of
FIN No. 48 did  not impact the financial statements for the quarter ended March
31,  2007.   The  Company's   federal  tax  returns  are  potentially  open  to
examinations for fiscal years 2003 through 2006.


NOTE 11 - RELATED PARTY TRANSACTION

The Company has accrued salary expense in the amount of $162,500, which is owed
to Delmar Janovec, president of the Company, by the parent and its subsidiaries
for services performed during 2006, and the first quarter of 2007.

NOTE 12 - SUBSEQUENT EVENTS

      During the second quarter of 2007, the Board of Directors  of the Company
authorized and caused to be filed a new S-8 Registration Statement  on Form S-8
whereby,  increasing  the  Company's  Stock  Incentive  Plan  by  an additional
500,000,000  shares of common stock of the Company. The Plan was filed  on  May
14, 2007.

					13
<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 the expectations reflected in the forward-
looking statements are reasonable,  it  cannot guarantee future results, levels
of activity, performance, or achievements.  Although  all  such forward-looking
statements are accurate and consequently do not assume responsibility  for  the
ultimate  accuracy  and  completeness  of  such forward-looking statements. The
Company is under no duty to update any of the  forward-looking statements after
the date of this report to confirm such statements to actual results.

RESTATEMENTS

	The unaudited condensed consolidated statement of  operations  for  the
three month period ending March 31, 2007 and March 31, 2006 have been restated.
The   restatement  related to the reversal  of the original  recording  of  the
gain on extinguishment of debt, in addition to  the  Company  discovering  that
during  the  edgar  process amounts reported  within  operating expenses in the
Consolidated  Statements of Operations within its Report on  Form  10-QSB/A for
the quarter ended March 31, 2007 were transmitted with clerical errors, as more
fully discussed in  Note 4 to the unaudited  condensed  consolidated  financial
statements.  The  financial information set forth in the following Management's
Discussion and Analysis gives effect to the restatement.

GENERAL

	AmeriResource Technologies, Inc. (the "Company") conducts operations as
an holding company  and operates primarily through its subsidiaries, West Texas
Real Estate and Resources, Inc., RoboServer  Systems Corp. ("RBSY"), Self-Serve
Technologies,   Inc.   ("SSTI"),   Net2Auction,  Inc.   ("NAUC"),   Net2Auction
Corporation  ("N2AC"),  AuctionWagon Inc.  ("AWI"),  Auction  Boulevard  ("AB")
BizAuctions, Inc. ("BZCN"),  and  BizAuctions  Corp. ("BZAC"), and VoIPCOM USA,
Inc. ("VCMU"). As of March 31, 2007, the Company  owned 100% of West Texas Real
Estate  and Resources, Inc. common stock. As of March  31,  2007,  the  Company
owned approximately  37% of Net2Auction common stock and upon conversion of the
SuperVoting Preferred  collectively gives AmeriResource 57% control, which owns
100% of Net2Auction Corporation  and  AuctionWagon Inc. Net2Auction is publicly
traded on the Pink Sheets under the stock  symbol "NAUC." As of March 31, 2007,
the  Company  owned approximately 40% of RoboServer's  common  stock  and  upon
conversion of the  SuperVoting  Preferred  would give the Company approximately
59%  control, which owns 100% of Self-Serve Technologies,  Inc.  RoboServer  is
publicly  traded  on  the  Pink Sheets under the symbol "RBSY." As of March 31,
2007,  the  Company's  subsidiary,   Net2Auction   owns  approximately  74%  of
BizAuctions common stock and upon conversation of the  Preferred would give the
Company approximately 86% majority control. BizAuctions  Inc.'s  corporate name
formerly was Kootenai Corp. which was changed in August of 2006. BizAuctions is
publicly  traded on the Pink Sheets under the symbol "BZCN." BizAuctions  Corp.
is a wholly-owned  subsidiary  of  BizAuctions,  Inc. As of March 31, 2007, the
Company owned approximately 97% of VoIPCOM USA, Inc.'  s  common stock and upon
conversion of the Preferred would give the Company approximately  99%  majority
control.

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

					14
<PAGE>

NET2AUCTION, INC.

      Net2Auction  is  an  operator  of online auction drop-off  locations  and
develops relationships with independently owned and/or franchised pack and ship
centers.   We believe Net2Auction is ideal  for  people  who  want  hassle-free
selling of their  used  goods  online  using  eBay  internet  auction  site. In
addition  to  the  millions of people who trade on eBay, we believe there is  a
large population of  people who would like to participate on eBay, but lack the
skills, time or inclination  to  sell online directly.  Net2Auction serves this
population by extending the reach of eBay.


      Net2Auction  handles  all aspects  of  selling  goods  on  eBay  for  its
customers, including photographing  the  goods to be sold, posting a picture of
the  goods  on  eBay,  drafting  the  product description  for  eBay,  handling
inquiries from potential purchasers, selling the goods, processing payments for
the goods, and taking care of shipping  the  goods  to  the final purchaser.  A
customer of Net2Auction gets a majority of the proceeds from  the  sale  of the
goods while Net2Auction does all the work.


      As  of  March 31, 2007, Net2Auction operates eight (8) drop-off locations
through its partnerships  with pack and ship centers in addition to the twenty-
five  (25)  affiliate locations  that  were  acquired  in  the  acquisition  of
AuctionWagon  Inc.,  on  September  30, 2005. During the first quarter of 2007,
Net2Auction  developed  numerous  business  commercial  accounts  with  several
retailers-wholesalers within the USA.  Net2  liquidates  the  excess  inventory
and/or returned merchandise of such accounts on eBay.  The Company has obtained
such  commercial accounts in a wide variety of business industries or segments,
including  golf  products,  electronics-computer  items, shoes for both men and
woman, and clothing for men, women, and children.   Net2Auction is listed as an
"eBay Trading Assistant," with a Power Seller rating  and  has  accumulated  in
excess  of  6,000  positive  feedbacks  and  continues  to  receive  a customer
satisfactory  rating  on  eBay exceeding 99%. This allows the Company to  reach
millions of potential buyers  for our customers' unwanted goods or products. To
learn more, please visit our website at www.net2auction.com.

AUCTIONWAGON INC.

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

      AuctionWagon's  software, Store Manager Pro G2, performs virtually all of
the functions needed by  an  eBay  consignment  store, from printing contracts,
barcodes,  and inventory labels to managing its inventory,  payment,  shipping,
check writing,  and  integrating  photo  editing.  The Store Manager Pro offers
multiple  levels  of  software supporting different business  requirements  and
charges both a monthly  fee and an initial fee. The fees range from $99 to $330
per  month,  per customer.  Since  January  1,  2006,  AuctionWagon  has  added
approximately  126  new customer accounts and during the first quarter of 2007,
has added an additional  20  new customer accounts. AWI's software continues to
be a widely used by commercial business users doing business on eBay.  To learn
more, please visit our website at www.auctionwagon.com.

AUCTION BOULEVARD

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

      AuctionBoulevard  is  a  Trading  Assistant, as determined by e-Bay, with
operations and drop-off store located at  17412  Ventura  Boulevard, Encino, CA
(northern  Los Angeles area). Auction Boulevard has accumulated  in  excess  of
2,000 positive  feedbacks  on  eBay  and  has a 99% positive feedback. To learn
more, please visit our website at www.auctionboulevard.com.

					15
<PAGE>

BIZAUCTIONS, INC., FORMERLY KOOTENAI CORP.

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

      BizAuctions,  Inc.  is  a prime provider of commercial  eBay  liquidation
services for excess inventory,  overstock  items, and merchandise that has been
returned. BizAuctions clients include some of the Nation's leading retail names
at the forefront of their industries.  To learn  more, please visit our website
at www.bizauctions.com.


 ROBOSERVER

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


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

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

      During the 1st quarter of 2007, RoboServer developed its first  pilot  of
the  "Assisted  Server"  two-screen  model  that  was  shown  at  the Las Vegas
Restaurant,  Hospitality,  and  Night  Club  Expo  in  March,  2007.  The pilot
"Assisted  Server"  was  well received and has resulted in numerous leads  with
various business owners in  both the restaurant and night club segments. Due to
the  various leads and inquires  for  the  "Assisted  Server"  the  Company  is
currently  in  discussions  with Team Research in Taiwan for mass production of
the two-sided "Assisted  Server."   Business  owners  have  expressed a need to
migrate  customers  to  self-service without losing contact with  the  customer
during their ordering process.  The  "Assisted  Server"  can  be  used as self-
service,  assisted  service or counter service since the unit has two  screens,
one facing the customer  and  a  mirrored  screen  facing  the  cashier/counter
helper. Businesses are very excited about the "Assisted Server,"  because it is
a natural progression from traditional POS line ordering to self-service.

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

      For further information on the  corporate  structure and ownership of its
subsidiaries, please review the following two pages  of  this statement and the
Company's Form 10 KSB/A for year ended December 31, 2006, as amended and  filed
on September 18, 2007,  with the Securities and Exchange Commission.  The  Form
10KSB/A can be  viewed on the SEC website at www.sec.gov.


					16
<PAGE>


CORPORATE CHART FOR SUBSIDIARY OWNERSHIP OF ITS COMMON STOCK

<TABLE>
<CAPTION>
<S>		<C>			<C>
				    	     ---------------------------
                                    	     AMERIRESOURCE TECHNOLOGIES,
                                   	    /            INC.	        \
		  -------------------------------------------------------------------------------
                  Net2Auction,      		     West Texas        RoboServer     VoIPCOM USA,
                      Inc.          		     Real Estate      System Corp.        Inc.
                 /    37%     \          		100%         /    40%     \       97%
  ----------------------------------------------     -----------     --------------   ------------
  BizAuctions,    AuctionWagon,      Net2Auction 		       Self-Serve
       Inc.           Inc.             	Corp.			      Technologies,
 /     74%    \	      100%		100%				  Inc.
 --------------	   ------------	     -----------			  100%
  BizAuctions,							      ------------
     Corp.
     100%
  ------------


</TABLE>


CORPORATE CHART FOR SUBSIDIARY OWNERSHIP UPON CONVERSION OF  PREFERRED OR
SUPERVOTING PREFERRED STOCK

<TABLE>
<CAPTION>
<S>		<C>			<C>


				    	     ---------------------------
                                    	     AMERIRESOURCE TECHNOLOGIES,
                                   	    /            INC.	        \
		  -------------------------------------------------------------------------------
                  Net2Auction,      		     West Texas        RoboServer     VoIPCOM USA,
                      Inc.          		     Real Estate      System Corp.        Inc.
                 /    57%     \          		100%         /    59%     \       99%
  ----------------------------------------------     -----------     --------------   ------------
  BizAuctions,    AuctionWagon,      Net2Auction 		       Self-Serve
       Inc.           Inc.             	Corp.			      Technologies,
 /     86%    \	      100%		100%				  Inc.
 --------------	   ------------	     -----------			  100%
  BizAuctions,							      ------------
     Corp.
     100%
  ------------


</TABLE>



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/A as amended and filed with the SEC on September 18, 2007 for the fiscal
year  ended December  31,  2006,  and  should  further  be  read in conjunction
with the financial statements included in this report. Comparisons made between
reporting periods herein are  for  the  three-month period ended March 31, 2007
as compared to the three months ended March 31, 2006.

					17
<PAGE>

Revenues:

      Revenues  for the 1st Qtr.  ended  March  31,  2007  were  $471,353; from
$108,218 for the same period ended March 31, 2006. This represented an increase
of $326,135 or 332% for the three months ended  March 31, 2007 as  compared  to
the corresponding period in the prior year March 31, 2006.

Expenses:

    Operating expenses for  the three months ended March 31, 2007 and March 31,
2006, were $926,650, and $854,255, respectively. This is an decrease of $72,425
and is attributed to less expenses for  legal  and professional fees of $62,311
for the three months ended March 31, 2007 as compared to $122,555 for the three
March 31, 2006.

       The Company's expenses for the three months ended  March  31,  2007 as
compared to the three months ended March 31, 2006 are set forth below:

					   Three Months Ended
						March 31,
					------------------------
EXPENSES                        	   2007    	  2006
--------				--------	--------
General and Administrative   	       $ 189,568	$146,116
Consulting                   		 461,873 	 547,095
Employee Salaries and Bonuses		 194,316  	  25,000
Interest Expense             		  16,598  	   4,718
Legal and Professional       		  62,311 	 122,555
Depreciation and amortization 		  18,582  	  13,459
					--------	--------
      TOTAL EXPENSES         		 926,650 	 854,255
					========	========

OPERATING LOSS

      The  Company's  operating loss decreased to $780,865 for the three months
ended  March  31, 2007 from $816,177 for the three months ended March 31, 2006.
The decrease in net loss is attributed to a decrease in G & A expense and legal
and professional expenses.


NET LOSS

        The Company's net loss  decreased  to  $486,802  for  the  three months
ended March 31, 2007 as compared to a net loss of $667,511 for the three months
ended March 31, 2006. The decrease in net loss is attributed to the decrease in
General  and  Administrative  expenses, in  particular, legal and  professional
expenses for the three months were $62,311 as compared to $122,555 for the same
period in 2006.

LIQUIDITY AND CAPITAL RESOURCES

The Company's net cash used in operating activities for the quarter ended March
31,  2007 increased to $316,596 as compared  to cash  used  by  operations   of
$242,032  for  the corresponding period in the  prior year.  This  increase  is
mainly attributable to  the  Company's  payments on accounts payable during the
three months ended March 31, 2007.

The Company's cash flow used in investing  activities  was $10,247  during  the
three   months  ended   March  31,  2007  as  compared   to   $23,520 for   the
corresponding  period in  the prior year.  This change is  due to  the  Company
spending  less  on fixed assets during the first quarter of 2007.

The Company's cash flow from financing activities was $510,022 during the first
quarter of 2007, as  compared  to  $315,798  for  the corresponding  period  in
the prior year. This increase is due to the Company's receipt  of cash  from  a
subscription agreement during the first quarter of 2007.

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

OFF-BALANCE SHEET ARRANGEMENTS

      We do not participate in transactions  that  generate  relationships with
unconsolidated  entities  or  financial  partnerships,  such as entities  often
referred  to as structure finance or special purpose entities  ("SPEs"),  which
would have  been  established for the purpose of facilitating off-balance sheet
arrangements or other  contractually  narrow or limited purposes as part of our
ongoing  business.  As  of  March 31,  2007,   we  were  not  involved  in  any
unconsolidated SPE transactions.

ITEM 3. CONTROLS AND PROCEDURES

Restatement

As discussed in the Explanatory Note to this  Form  10-QSB/A  for  the  quarter
ended March 31, 2007, and in  Note  [4]  of  the  footnotes  to  the  condensed
consolidated  financial statements contained  in  Part [I],  Item [1]  of  this
Amendment, the   Company has amended its Quarterly Report  on Form  10-QSB  for
the quarter ended  March 31,2007  ("the  Original  Filing")  in  order to amend
and restate  the  financial statements  and  related  disclosures as of and for
the  period  ending  March  31, 2007.   The  determination  to  restate   these
consolidated financial statements  was  made  as  a  result  of  the  Company's
identification of certain matters related  to  the  reversal  of  the  original
recording of the gain on extinguishment of debt  associated with the settlement
agreement   between  American  Factors  Group,   LLC   ("AFG"),   AmeriResource
Technologies,  Inc.  ("The Company"),  and   Delmar  Janovec   (CEO/President).
Specifically, all  cash considerations  for the  discharge  of  debt  were  not
satisfied in order to derecognize the liability in accordance with Statement of
Financial  Accounting  Standards Board No. 140, Accounting  for  Transfers  and
Servicing  of  Financial  Assets  and Extinguishments   of  Liabilities  ("SFAS
140) in addition to the  Company  discovering  that during  the  edgar  process
amounts reported within operating expenses in the  Consolidated  Statements  of
Operations within its Report on  Form  10-QSB/A for the quarter ended March 31,
2007 were transmitted with clerical errors.

Correction of the clerical errors discussed above resulted in no change to  the
previously reported operating loss, net loss, basic and diluted loss per share,
operating cash flows, financing cash flows, or the decrease  in  cash  for  the
fiscal  year  ended  March  31,  2007.  Additionally,  the  correction  of  the
clerical errors resulted in no change to the quity or earnings (loss) per share
made at the time of the Original Filing.

In  addition  to this Amendment, the Company is amending its Quarterly Reports
on  Form 10-QSB/A for the quarters ended March 31, 2006, June  30,  2006,  and
September 30, 2006 upon discovery that certain  transactions  were  improperly
recorded. Each will contain restated financial information within. The Company
The Company has  re-evaluated  its  disclosure  controls  and  procedures  and
internal  control over financial reporting as of March 31, 2007, and concluded
that  because  of the restatements identified above, the Company determined it
had a material weakness in internal control over financial reporting.

Disclosure Controls and Procedures

As  required   by   Rule 13a-15(c) promulgated  under  the  Exchange  Act,  our
management, with the  participation  of  our Chief Executive  Officer/Principle
Financial Officer, evaluated the  effectiveness  of our internal  control  over
financial  reporting  as  of March 31, 2007. Management's  assessment was based
on criteria set forth by the  Committee  of  Sponsoring  Organizations  of  the
Treadway Commission in Internal Control-Integrated  Framework ("COSO").  In the
Original Filing for this period, filed with the Commission on May 21, 2007, the
Company's  Chief  Executive  Officer/Principle   Financial  Officer  previously
concluded   that  the  Company's  disclosure  controls  and   procedures   were
ineffective  as  of  March  31, 2007 in relation  to  the  previously  reported
significant deficiency in internal control over financial reporting.

In connection with the restatement discussed  above, management of the Company,
under  the  supervision  and  with  the  participation of  the Company's  Chief
Executive Officer/Chief Financial Officer, has re-evaluated  the  effectiveness
of our disclosure controls and procedures as of March 31, 2007. Based upon this
re-evaluation  and  solely as a result of the material weakness described below
under Internal Control Over Financial Reporting (Restated), the Company's Chief
Executive Officer/ Chief Financial Officer has  concluded  that  the  Company's
disclosure controls and procedures were not effective as of March 31, 2007.

In view of the fact  that the financial information presented in this quarterly
report  on  Form  10-QSB/A  for  the  fiscal  quarter ended March 31, 2007, was
prepared in the absence of effective internal control over financial reporting,
we have devoted a significant amount of  time  and  resources to  the  analysis
of the financial statements contained in this report.  In  particular, we  have
reviewed the  significant  account balances and transactions reflected  in  the
financial statements contained  in  this  report  and  otherwise  analyzed  the
transactions underlying our financial  statements  to verify  the  accuracy  of
the financialstatements.   Accordingly,  management believes that the financial
statements included in this report fairly present, in  all  material  respects,
our financial condition, results of operations, and cash flows.

Nevertheless, there can be no assurance that either  this review process or our
existing disclosure controls and procedures will prevent  or  detect all errors
and all fraud, if any, or result in accurate and reliable disclosure. A control
system  can  provide  only  reasonable  and  not  absolute  assurance that  the
objectives  of the control system are met. Because of the inherent  limitations
in  all control  systems,  no  evaluation  of  controls  can  provide  absolute
assurance  that  all  control  issues and instances of fraud, if any, have been
detected.  Additionally,  judgments  in  decision-making  can  be   faulty  and
breakdowns in controls can occur because  of simple errors or mistakes that are
not detected on a timely basis.

Internal Control over Financial Reporting (Restated)

Our  management  is  responsible  for  establishing  and  maintaining  adequate
internal control over financial reporting  that  includes  effective accounting
policies  and  procedures.  Projections of any evaluation of  effectiveness  to
future periods are subject to the  risk that  controls  may  become  inadequate
because  of changes in conditions, or that the degree of  compliance  with  the
policies or procedures may deteriorate.

In the Original Filing for this period, management  previously  concluded  that
the Company's disclosure controls and procedures were ineffective as  of  March
31, 2007  in  relation  to  the  previously  reported significant deficiency in
internal  control over financial reporting.  However, in  connection  with  the
restatement  discussed in the Explanatory Note to this Form  10-QSB/A  for  the
quarter  ended  March  31,  2007,  and  in  Note [4] of  the  footnotes to  the
condensed  consolidated  financial  statements contained in Part [I],  Item [1]
of this Amendment, management has subsequently  determined  that  the  material
weakness described below existed as of March 31, 2007.

As a result, management  has  concluded  that  the  Company  did  not  maintain
effective  internal control over financial reporting as of March 31, 2007 based
on criteria established in Internal Control - Integrated  Framework  issued  by
the  COSO.  Accordingly,  Management's  assessment  of  Internal  Control  Over
Financial Reporting for the period ending March 31, 2007 has been restated.

The specific material weakness identified by management as of March 31, 2007 is
described as follows:

Ineffective Controls Related to the Financial Closing Process

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

Subsequent  to March  31,  2007,  we  have  undertaken,  extensive  work  to
remediate the  material  weakness  identified  in  our  internal  control  over
financial reporting described above, including specific remediation initiatives
described below. The implementation of these initiatives was a priority for  us
in  fiscal  year  2006  and  continues to be a priority in fiscal 2007. We have
begun implementing the actions  described  below with respect to the identified
material  weakness;  however,  there  can  be no  assurances  as  to  when  the
implementation of these initiatives will be completed.

We  have  focused  intensive efforts on improving  the  overall  level  of  our
staffing in a number  of  key  finance  and  accounting  areas  related  to the
material  weakness  above.   Additionally, we determined a more detailed review
was necessary in connection with  our  quarterly and annual financial reporting
process. The Company has developed a more  intensive financial close process to
ensure a thorough review of entering transactions  into  the  general ledger is
performed,  supporting schedules are adequately prepared and/or  reviewed,  and
that they included adequate supporting documentation.

Certain Changes in Internal Control Over Financial Reporting during the  Fiscal
Quarter Ended March 31, 2007

For  the  period  ending  March  31,  2007,  management  identified the changes
discussed above under Internal Control Over Financial Reporting  (Restated)  as
of  the filing of this report. There were no  other  changes  to  our  internal
control  over financial reporting during the three month period ended March 31,
2007  that  management  believes  have  materially  affected, or are reasonably
likely to materially affect, our internal control over financial reporting.




					18
<PAGE>



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/A, which is incorporated herein by reference.

SIGNATURES

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

AMERIRESOURCE TECHNOLOGIES, INC.

/s/ Delmar Janovec
------------------
Delmar Janovec, Chief Executive Officer



Dated: September 18, 2007





					19
<PAGE>

                               INDEX TO EXHIBITS

EXHIBIT                             DESCRIPTION

3.1                     Articles of Incorporation of the Company. (Incorporated
                        by reference  from  the Company's Form S-4, file number
                        33-44104, effective on February 11, 1992.).

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

10.1                    Lease Agreement & Lease Guarantee  dated  July 14, 2006
                        between  Net2Auction  Corporation  and Mars Enterprises
                        Inc.  for  the  lease  of  Premises  located   at  1510
                        Corporate Center Drive, San Diego, CA 92154. (filed  as
                        Exhibit  10  to  the  Company's  Current Report on Form
                        10KSB/A filed on September 18, 2007, and incorporated
			herein by reference).

10.2                    Amended Settlement Agreement, dated  March  13, 2007 by
                        and  between American Factors Group, LLC, AmeriResource
                        Technologies,  Inc.,  and  Delmar  Janovec.  (filed  as
                        Exhibit  10-Sebsequent  Events to the Company's Current
                        Report  on  Form  10KSB/A filed  on September 18, 2007,
			and incorporated herein by reference).

10.3                    Settlement Agreement,  dated  March  27,  2006,  by and
                        between  American  Factors  Group,  LLC,  AmeriResource
                        Technologies,  Inc.,  and  Delmar  Janovec.  (filed  as
                        Exhibit 10 to the Company's Current Report on Form 8-K
			filed on March 30, 2006, and incorporated herein by
			reference).

10.4                    Acquisition   and   Asset  Purchase  Agreement  between
                        Net2Auction and AuctionBoulevard,  Inc. dated September
                        27,  2005.  (filed  as  Exhibit 10.1 to  the  Company's
                        Current Report on Form 8-K  filed  on  October 5, 2005,
                        and incorporated herein by reference).

10.5                    Acquisition   and  Stock  Exchange  Agreement   between
                        Net2Auction and  AuctionWagon Inc., dated September 30,
                        2005. (filed as Exhibit  10  to  the  Company's Current
                        Report  on  Form  8-K  filed on October 12,  2005,  and
                        incorporated herein by reference).


					20
<PAGE>

10.6                     Acquisition and Stock Exchange Agreement  between  the
                        Company  and RoboServer Systems Corp. dated August  26,
                        2004 (filed as Exhibit 10(i)  to  the Company's Current
                        Report on   Form 10-KSB filed on April  15,  2005,  and
                        incorporated herein by reference).

10.7                    Acquisition  and  Stock  Exchange Agreement between the
                        Company and Net2Auction, Inc.  dated  December 2, 2004.
                        (filed  as  Exhibit  10(ii)  to  the Company's  Current
                        Report  on  Form 10-KSB filed on April  15,  2005,  and
                        incorporated herein by reference).

10.7                      Fourth  Addendum  Settlement  and  Release  Agreement
                        between the  Company  and  American  Factors Group, LLC
                        dated February 28, 2005. (filed as Exhibit  10(iii)  to
                        the  Company's  Current  Report on Form 10-KSB filed on
                        April 15, 2005, and incorporated herein by reference).

10.8                    Share Purchase Agreement,  dated  as of April 15, 2005,
                        by  and  between AmeriResource Technologies,  Inc.  and
                        BBG, Inc.  (filed  as  Exhibit  10.1  to  the Company's
                        Current  Report on Form 8-K filed on August  19,  2005,
                        and incorporated herein by reference).

10.9                    Promissory  Note, dated as of April 12, 2005. (filed as
                        Exhibit 10.1 to the Company's Current Report on Form 8-
                        K filed on August  19, 2005, and incorporated herein by
                        reference).

14                      Code  of  Ethics adopted  by  the  Company.  (filed  as
                        Exhibit 14 to the Company's Form 10-K filed on April 18
                        2006, and incorporated herein by reference).

21                      Subsidiaries  of Registrant (filed as Exhibit 21 to the
                        Company's Form  10-K  filed  on  April  18,  2006,  and
                        incorporated herein by reference).

31.1                    Certification  of Chief Executive Officer under Section
			302 of the Sarbanes-Oxley Act of 2002.

32.1                    Certification   of    Chief    Executive   Officer   of
                        AmeriResource Technologies, Inc.  Pursuant to 18 U.S.C.
                        {section}1350

					21
<PAGE>