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 March 31, 1999.

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


         Commission file number: 0-20033

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



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




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


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


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

         The number of outstanding shares of the issuer's common stock,  $0.0001
par value (the only class of voting stock), as of May 14, 1999 was 494,061,312.

                                       1
<PAGE>

                                TABLE OF CONTENTS

                                     PART I

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

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


                                     PART II

ITEM 1. LEGAL PROCEEDINGS .....................................................7


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


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


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










                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                       2
<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

     As used herein,  the term "Company" refers to  AmeriResource  Technologies,
Inc., a Delaware  corporation,  and its  subsidiaries  and  predecessors  unless
otherwise  indicated.  Consolidated,   unaudited,  condensed  interim  financial
statements  including a balance  sheet for the  Company as of the quarter  ended
March 31, 1999,  statement of operations,  statement of shareholders  equity and
statement  of cash flows for the interim  period up to the date of such  balance
sheet and the  comparable  period of the preceding  year are attached  hereto as
Pages F-1 through F-9 and are incorporated herein by this reference.


















                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]




                                       3
<PAGE>




INDEX TO FINANCIAL STATEMENTS                                               PAGE

Consolidated Balance Sheet, March  31, 1999 .................................F-2

Consolidated Statement of Operations, for the three months ended
   March 31, 1999 and 1998 ..................................................F-4

Consolidated Statement of Stockholder's Equity for the Quarter ended
   March 31, 1999 and 1998 ..................................................F-5

Consolidated  Statement of Cash Flows, for the three months ended March 31, 1999
   and 1998 .................................................................F-6

Notes to Consolidated Financial Statements, March 31, 1999 ..................F-9



                                      F-1
<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                 March 31, 1999

ASSETS
------
                                                       March 31,    December 31,
                                                         1999          1998
                                                      (Unaudited)    (Audited)
                                                      -----------   ------------
Current assets:
    Cash and cash equivalents (Note 1)                 $   38,059        36,152
                                                           ------        ------


    Receivables:
       Trade                                              759,404       759,404
       Notes receivable - related party (Note 2 and 3)    283,190       283,190
       Notes receivable - other (Note 3)                   75,000        75,000
       Allowance for doubtful accounts                   (711,937)     (711,937)
                                                         ---------     ---------

       Net receivables                                    405,657       405,657
                                                          -------       --------

       Total current assets                               443,716       441,809
                                                          -------       --------

Property, Plant and Equipment (Note 1):
    Equipment                                             618,452       617,581
    Furniture, fixtures and library                       120,989       120,989
    Vehicles                                               53,087        53,087
    Less accumulated depreciation                        (749,299)     (749,299)
                                                         ---------     ---------

    Net property, plant and equipment                      43,299         42,358
                                                           ------         ------


Other assets:
    Organization costs (Net) (Note 1)                         450           450
    Publication rights (Net) (Note 1)                   1,139,012     1,139,010
    Marketable securities (Note 12)                       257,893       257,893
                                                          -------       -------

    Total other assets                                  1,397,353     1,397,353
                                                        ---------     ----------

    Total assets                                       $1,907,734     1,881,520
                                                       ==========     ==========










   The accompanying notes are an integral part of these financial statements.
                                      F-2
<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                 March 31, 1999
                                   (continued)
                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                       March 31,    December 31,
                                                         1999          1998
                                                      (Unaudited)    (Audited)
Current liabilities:
    Accounts payable:
      Trade                                            $ 657,366        653,011
      Related party (Note 2)                              36,231         36,231
    Current portion of long-term debt:
      Related party (Note 2 and 4)                       369,752        369,752
      Other (Note 4)                                     615,352        606,693
    Accrued payroll and related expenses                 692,143        687,427
    Accrued interest:
      Related party (Note 2)                             144,003        144,003
      Other                                              180,779        180,779
    Escrow Fees                                            3,552          4,224
    Income Tax Payable                                    35,960         35,960
                                                       ---------      ----------

      Total current liabilities                        2,702,530      2,718,080

Long-term debt:
      Notes payable (Note 4)                           1,535,857      1,535,857

    Convertible debentures                             3,350,000      3,350,000
    Commitments and contingencies (Note 10)              105,000        105,000
                                                       ---------      ----------

        Total liabilities                              7,693,387      7,708,937
                                                       ---------      ----------


Stockholders' equity (Note 6)
    Preferred stock, $.001 par value; authorized,
      5,000,000 shares; issued and outstanding,
      3,089,621 shares (Note 6)                            3,090          3,090
    Common Stock, $.0001 par value; authorized,
      500,000,000 shares issued and outstanding,                         40,206
      472,060,312 shares                                  49,206
    Additional paid-in capital                         8,395,968      7,934,968
    Common stock held in treasury;                       (24,981)       (76,886)
      2,458,000 shares at cost
    Accumulated deficit                              (14,255,335)   (13,728,795)

      Total stockholders' equity                      (5,832,053)    (5,827,417)

Total liabilities and stockholders' equity            $1,907,734      1,881,520
                                                      ==========      ==========



   The accompanying notes are an integral part of these financial statements.
                                      F-3
<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
               For the three months ended March 31, 1999 and 1998

                                                           1999          1998
                                                       ------------  -----------

Net service income                                     $   42,498           802
Operating expenses                                           (348)          -
General and administrative expenses                      (573,743)      (11,763)

Operating loss                                           (531,593)      (10,961)

Other income (expense):
     Gain on sale of treasury stock                         3,666           -
     Gain on marketable securities                            -             -
     Interest expense                                        (151)          -

 Total Other Income (Expenses)                              3,515       (10,961)
                                                         ---------      --------

Net loss before income tax                               (528,078)      (10,961)

Income tax provision                                          -             -

Net loss                                               $ (528,078)    $ (10,961)
                                                       -----------    ----------

Earnings per share                                            .00           .00

Weighted average common shares outstanding            427,060,312   164,213,803
                                                      ===========   ============


   The accompanying notes are an integral part of these financial statements.
                                      F-4
<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Consolidated Statement of Stockholders' Equity
                      For the Quarter Ended March 31, 1999

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

                               $.0001 Par Value       $.001 Par Value
                                 Common Stock         Preferred Stock   Additional     Stock
                               ----------------      ----------------
                                Number                Number             Paid-In   Subscription  Treasury  Accumulated
                              of Shares    Amount    of Shares  Amount    Capital   Receivable    Stock      Deficit          Total
                              ---------    ------    ---------  ------  ---------- ------------- --------  -----------  -----------

Balance at December 31, 1997  164,213,803  $ 16,420  3,089,621  $ 3,090 $6,347,954 $   -         $(5,625)  $(9,600,861) $(3,239,022)
Issuance of Shares for:
  S-8 options exercised        33,000,000     3,300               3,300                                                         -  
  Subscriptions Receivable     41,000,000     4,100             460,900   (465,000)                                             -
  Consulting services          62,535,978     6,254             676,151                                                     682,406
  Debt                          1,958,281       196             137,304                                                     137,500
  Accrued Salaries             11,275,327     1,128              42,373                                                      43,501
  Stock                        23,076,923     2,308             255,586                                                     257,893

Acquisition of FAMC            45,000,000     4,500                                                                           4,500

Acquired from FAMC                                                                                (71,261)                  (71,261)

Reduction in Subscription Receivable                                       465,000                                          465,000

Consideration for guarantee    20,000,000     2,000              18,000                                                       20,000

Net loss for the year ended
    December 31, 1998                                                                                       (4,127,934)  (4,127,934)
                                                                                                            -----------  -----------
Balance at December 31, 1998  382,060,312  $ 40,206  3,089,621  $ 3,090 $7,934,968 $   -         $(76,886)$(13,728,795) $(5,827,417)
                              ===========  ========  =========  ======= ========== ============  ========= ============ ============

Issuance of Shares for:
  Consulting Services          50,000,000     5,000                        245,000                                          250,000
  Legal Services               40,000,000     4,000                        216,000                              -           220,000
Sale of Treasury stock                                                                             51,905
Net loss for the quarter ended
    March 31, 1999                                                                                            (526,540)    (526,540)
                                                                                                           ------------ ------------

Balance at March 31, 1999     472,060,312  $ 49,206  3,089,621  $ 3,090 $8,395,968 $   -         $(24,981)$(14,255,335) $  ()
                              ===========  ========  =========  ======= ========== ============  ========= ============ ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                      F-5
<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
               For the three months ended March 31, 1999 and 1998



                                                           1999         1998
                                                       ------------ ------------

Reconciliation of net loss provided by (used in)
operating activities:

Net loss                                               $  (528,078)  $  (10,961)

Non-cash items:
     Non-cash services through issuance of stock           470,000         -
     Provision for bad debts                                               -
     (Gain)/Loss on investments                             (3,336)        -

Changes in assets affecting operations - (increase) decrease
     Accounts receivable                                                   -
     Work-in-process                                                       -
     Prepaid insurance and other expenses                                  -

Changes in liabilities affecting operations - increase (decrease)
     Accounts payable                                        4,355        9,878
     Accrued payroll and related                             8,659         -
     Escrow fees                                              (672)        -
     Accrued interest                                                      -
     Commitments and contingencies                             -           -
     Other current liabilities                                 -           -

Net cash provided by (used in) operating activities    $   (49,072)  $   (1,083)
                                                           ========      =======








   The accompanying notes are an integral part of thes financial statements.
                                      F-6
<PAGE>

                AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
               For the three months ended March 31, 1999 and 1998

                                                           1999          1998
                                                       ------------  -----------

Cash flows from financing activities:
     Proceeds from issuance of debt                         20,959         -
                                                            ------      --------

Net cash provided by (used in) financing activities         20,959         -
                                                            ------      --------


Cash flows from investing activities:
     Purchase of fixed assets                              (27,305)        -
                                                           --------     --------
     Proceeds from sale of securities                       57,325        4,750
                                                           --------     --------

Net cash provided by (used in) investing activities         30,020        4,750
                                                           --------     --------

Increase (decrease) in cash                                  1,907        3,667
                                                           --------     --------

Cash - beginning of period                                  36,152          188
                                                           --------     --------

Cash - end of period                                   $    38,059    $   3,855
                                                       ===========    ==========

   The accompanying note are an integral part of these financial statements.
                                      F-7
<PAGE>

                        AMERIRESOURCE TECHNOLOGIES, INC.
                      Consolidated Statements of Cash Flows
               For the three months ended March 31, 1999 and 1998


            SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS
            ---------------------------------------------------------

                                                           1999          1998   
                                                       ------------  -----------

Purchase of fixed assets through issuance of debt      $     -       $     -

Debt paid through issuance of stock                    $     -       $     -

Stock issued for services                              $  470,000    $     -



Additional cash flow information Cash paid for:
       Interest                                        $     -       $     -
       Income taxes                                    $     -       $     -
                                                       ============  ===========

   The accompanying notes are an integral part of these financial statements.
                                       F-8
<PAGE>

      AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES Notes to Unaudited
                   Consolidated Condensed Financial Statements
                                 March 31, 1999


1.   Summary of Significant Accounting Policies

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

2.   Corporations Included in the Consolidated Financial Statements
                      Name                                   Location    
          -----------------------------------------     ------------------------
          First American Mortgage Corporation           Shawnee Mission, Kansas
          KLH Engineers & Contractors, Inc.             Closed
          KLH Engineering of Colorado Springs, Inc.     Closed
          KLH Engineering of Lakewood, Inc.             Closed
          KLH Engineering of Grand Junction, Inc.       Closed
          KLH Engineering of San Mateo, Inc.            Closed
          KLH Engineering of Greeley, Inc.              Closed
          Tomahawk Construction Company, Inc.           Shawnee Mission, Kansas
          The Travel Agent's Hotel Guide, Inc.          Shawnee Mission, Kansas

3.   Basis of Presentation and Principles of Consolidation

     The  consolidated  financial  statements  include the combined  accounts of
AmeriResource Technologies, Inc., First Americans Mortgage Corporation, Tomahawk
Construction Company Inc., the Travel Agent's Hotel Guide, Inc. and the accounts
of all the closed  subsidiaries.  All material  inter-company  transactions have
been eliminated in consolidation.

4.   Additional footnotes included by reference

     Except as  indicated  in Notes  above,  there  have been no other  material
changes in the  information  disclosed in the notes to the financial  statements
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
December 31, 1998. Therefore, those footnotes are included herein by reference.

                                      F-9
<PAGE>

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

General
-------

     The Company's  operations  for the first  quarter  consisted of bidding for
construction projects, developing a new mortgage program to be utilized in major
cities with the Indian  Centers that would target Urban Native  Americans  which
are not being serviced at this time, searching for companies to be acquired that
are in the mortgage business, and formulating a plan of operation for The Travel
Agent's Hotel Guide, Inc. ("TAHG").


First Americans Mortgage Corporation

     The Company's  operations  during the first quarter of 1999 were  conducted
through First Americans Mortgage Corporation  ("FAMC"),  which was acquired as a
wholly-owned  subsidiary on August 6, 1998.  The Company's  plan to increase its
revenues by servicing  loans through FAMC  continued to move forward  during the
first quarter of operations in 1999.

     Furthermore,  the  Company  made  modest  progress  towards  achieving  its
long-term  plan  of  creating  a fully  integrated  company  possessing  all the
necessary  resources  to provide  housing for Native  Americans  throughout  the
United States which include  constructing  homes for Native Americans  through a
construction   subsidiary   while  also   providing   financing   through  FAMC.
Accordingly,  the Company's  efforts to find an operating  construction  company
that may be interested  in being  acquired by the Company  continued  during the
first quarter of 1999.

     FAMC also made substantial process in its effort to implement a specialized
mortgage  program which targets  Native  American  nations.  Under this program,
Native Americans can purchase a home with less than 1% down at closing. FAMC has
already  increased its staff from 2 to 6 people since the Company acquired FAMC.
FAMC  intends to further  increase its staff to  approximately  15 by the end of
1999 to process the additional loans.

     The  specialized  program FAMC designed is now being  utilized with five of
the largest  Native  American  nations in the State of  Oklahoma,  which  should
provide  mortgages for over 500 families in 1999.  FAMC  continued to review and
develop  relationships  with other Native  American  Nations to implement  these
programs on a national level.

     FAMC also  continued  to search for other  mortgage  companies  to acquire.
Specifically, FAMC continued to search for small mortgage companies that provide
services via the Internet. If successful,  FAMC believes that this will allow it
to enter new  markets,  because this segment of the market is still very new and
is likely to be largely untapped with regard to Native Americans.

     FAMC also made substantial  progress in its efforts to implement a Web site
that will allow FAMC to originate  mortgages  over the  Internet.  FAMC hopes to
have a fully  operational  Web site that will allow an  applicant  to complete a
mortgage application over the Internet by the end of the second quarter in 1999.
By the end of 1999, FAMC hopes to have a completely operational system that will
have video  conferencing,  allowing the loan  processor to view the applicant at
the same time the applicant  views the loan  processor.  Using the Web site will
hopefully allow FAMC to enter another  market--urban  Native  Americans-which is
presently not well-served.

                                       4
<PAGE>

Tomahawk Construction

     Tomahawk  continued to bid for work in the  construction  management  field
during the first  quarter of 1999,  but  obtained  no new  projects.  Tomahawk's
likelihood for success in obtaining new construction  contracts jobs will remain
low until a  construction  partner or a substantial  amount of capital  obtained
that would allow Tomahawk to gain bonding. For more information on Tomahawk, see
"Item 1 Description  of Business" in the  Company's  Form 10KSB for December 31,
1998. Consequently, management is currently planning to explore opportunities to
combine  Tomahawk with a more profitable  company through merger or acquisition.
The Company continues to search for a construction company that is interested in
being acquired.  Such an acquisition would help fulfill the Company's  long-term
plan of becoming a full-service housing resource for providing  construction and
mortgage services to Native American communities across the United States.

The Travel Agent's Hotel Guide, Inc.

     The Company  acquired a 100%  interest in the Travel  Agent's  Hotel Guide,
Inc.  ("TAHG") for the purpose of reselling  TAHG's sole asset The Travel Agents
Hotel Guide (the  "Guide").  The Guide is a  publication  that lists over 10,000
hotels in North America.  TAHG charges for advertising  space in the Guide which
historically  has been published and distributed  twice year. The Company's plan
is to sell the  Guide at a  profit.  Unfortunately,  the  Guide  has been out of
publication for several years.  However,  management believes that the potential
purchaser  of the Guide has  adequate  resources  to resume  publication  of the
Guide. In the event the Company is unable to sell the Guide in 1999, the Company
is considering the possibility of a joint venture with an Internet  company that
could post the Guide on the Internet and thereby,  reduce the  substantial  cash
outlay needed to publish and distribute the Guide in a conventional  manner. The
Company has begun preliminary negotiations with a potential purchaser.

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

     Net service  income for the quarter  ended March 31,  1999,  was $42,491 as
compared to $802 for the first quarter in 1998. The increase is  attributable to
revenues generated by FAMC.

     Operating  expenses  increased from $0 for the quarter ended March 31, 1998
to $348 for the quarter ended on March 31, 1999.

     General and administrative  expenses were $573,743 for the quarter ended on
March 31, 1999 as compared to $11,763 for the same quarter in 1998. The $561,980
increase  in  general  and  administrative  expenses  was  due to the  Company's
issuance  of  shares  for   services   performed   by   employees   and  outside
professionals.  The Company  issued a large number of shares to these  employees
and professionals because of the Company's poor financial condition.

     The  Company's  net loss went from $10,961 for the quarter  ended March 31,
1998 to $528,078 for the quarter ended on March 31, 1999. The Company's net loss
increased as a result of issuing S-8 Options for services, to consultants, legal
expenses incurred, write-down of doubtful accounts.

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

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

                                      5
<PAGE>

     FAMC began to generate revenues in 1999. The Company believes that this new
revenue stream will continue to make a positive  impact in the liquidity  during
the year of 1999 and into the future.

     The  Company  also  believes  that its  plans  to sell  TAHG  will  provide
additional  revenues  during  1999.  In the event the  Company is unable to sell
TAHG, the Company will be required to expend considerable fund in order commence
operations.

 

     Until FAMC,  TAHG, and Tomahawk  begin  generating  sufficient  revenues to
cover the expenses of the Company,  the Company will  continue to use its equity
and the  resources of its CEO,  Delmar  Janovec to finance its  operations.  Mr.
Janovec has advanced $262,544 to date as a loan to support the Company's limited
operations and has continued to work without pay since October 1, 1996. However,
there is no guarantee that Mr.  Janovec will continue such support.  The Company
will also need to increase  its  authorized  shares of common  stock in order to
continue using its equity as a means to finance its operations.

     During the quarter  ended March 31, 1999,  the  Company's  working  capital
deficit was approximately $2,258,814 compared to a deficit of $2,276,271 for the
quarter ended March 31, 1998.

     The Company's net  stockholders'  deficit increased from $3,076,717 for the
quarter ended March 31, 1998 to $5,827,417 for the quarter ended March 31, 1999.
The Company's  deficit  increased  primarily as a result of acquiring  TAHG at a
substantial loss.

     The  Company  issued a total of ninty  million  (90,000,000)  shares of its
common stock to consultants and attorneys during the first quarter of 1999.

Year 2000 Compliance
--------------------

     The Year 2000 presents  potential  concerns for  businesses  throughout the
world.  The consequences of this issue may include systems failures and business
process  interruptions.  It may also include additional business and competitive
differentiation.  Aside from the well-known calculation problems with the use of
2-digit  date  formats  as the year  changes  from 99 to 00,  the year 2000 is a
special  case leap  year,  and in many  organizations  using  older  technology,
2-digit dates may have been used for special programmatic functions.

     To respond to the Year 2000 issue,  the Company  hired an outside  computer
consultant in October of 1998 who  completed a review of the Company's  existing
systems and upgraded  approximately 90% of its existing system with hardware and
software  that  purports to be Year 2000  compliant.  Based on the advice of the
consultant, the Company expects to be fully compliant by June 30, 1999.

     The cost  associated  with updating the Company's  computer  systems is not
expected to have a material  impact on the  financial  condition of the Company.
Nonetheless, there can be no assurance that this will be the case

     All organizations  dealing with the Year 2000 issue must address the effect
this issue will have on their clients, associates, and third-party supply chain.
Although the Company currently has limited information  concerning the Year 2000
compliance  status of its clients,  associates,  and  suppliers,  the Company is
undertaking  steps to  identify  key third  parties  and  formulate a system for
working with them to understand their ability to continue providing services (or
buying the Company's)  through the Year 2000 change. The impact of the Year 2000
issue  on  future  Company  revenue  is  hard  to  discern  but is a risk  to be
considered in evaluating the further growth of the Company.

                                       6
<PAGE>

Forward Looking Statements
--------------------------

     The  forward-looking  statements  contained in this Item 2 and elsewhere in
this Form 10QSB are subject to various  risks,  uncertainties  and other factors
that  could  cause  actual  results  to  differ   materially  from  the  results
anticipated in such forward-looking statements.

     The management  highly  recommends  reading this Form 10-QSB in conjunction
with the Company's Form 10-KSB for the year ended December 31, 1998, in order to
gain a more complete picture of the Company's financial condition.

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

     No  material  developments  occurred  in the first  quarter  regarding  the
Company's legal proceedings.  For more information please see the Company's Form
10-KSB for the year ended December 31, 1998.

ITEM 6.  REPORTS ON FORM 8-K

         No reports were filed on Form 8-K during the quarter.


                                   Signatures

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  as amended,  the  Registrant  has duly caused this Annual
Report on Form 10-QSB to be executed on its behalf by the undersigned,  hereunto
duly authorized.


                        AMERIRESOURCE TECHNOLOGIES, INC.




                        _/s/ Delmar Janovec _____________ May 17,1999
                        Delmar Janovec
                        Chairman of the Board of Directors
                        and Chief Executive Officer



                                       7
<PAGE>

                                INDEX TO EXHIBITS

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

EXHIBIT    PAGE          DESCRIPTION
NO.        NO.

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

                                       8
<PAGE>