
                                                            File No. 333-71343

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                        POST EFFECTIVE AMENDMENT NO. 1


                       AMERIRESOURCE TECHNOLOGIES, INC.
                       --------------------------------
            (Exact name of registrant as specified in its charter)

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


           4445 South Jones Blvd., Suite 2, Las Vegas, Nevada 89103
           --------------------------------------------------------
              (Address of principal executive offices-Zip code)

          2000 Stock Option Plan of AmeriResource Technologies, Inc.
          ----------------------------------------------------------
                           (Full title of the plans)

   Barry Denslow, 4445 South Jones Blvd., Suite 2, Las Vegas , Nevada 89103
   ------------------------------------------------------------------------
           (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service:   ( 702 ) 362-9284
                                                         ----------------------


                                     i

<PAGE>

                              REOFFER PROSPECTUS

                       AMERIRESOURCE TECHNOLOGIES, INC.

                             47,500,000 Shares of
                        Common Stock, $0.0001 Par Value

We previously  issued the  47,500,000  shares of our common  stock,  $0.0001 par
value, offered hereby (the "Shares"),  which are to be sold by Delmar A. Janovec
("Janovec") and Rod Clawson ("Clawson"), who are herein collectively referred to
as "Selling  Shareholders."  We will not receive any proceeds  from sales of the
Shares.  Selling  Shareholders may offer some or all of the Shares for sale from
time to time at prices  and terms  negotiated  in  individual  transactions,  in
brokers transactions  negotiated  immediately prior to sale, or in a combination
of the foregoing. Selling Shareholders and any broker-dealers who participate in
selling the Shares may be deemed "underwriters" as defined by the Securities Act
of 1933, as amended.  Commissions paid or discounts or concessions  allowed such
broker-dealers,  as well as any  profit  received  on  resale  of the  Shares by
broker-dealers   purchasing   for  their  own  accounts  may  be  deemed  to  be
underwriting  discounts and commissions.  Selling  Shareholders or purchasers of
the Shares will pay all discounts,  commissions  and fees related to the sale of
the Shares.  We have paid the costs of filing this  registration  statement  and
reoffer prospectus with the Securities and Exchange  Commission and will pay the
costs of registering  or qualifying the Shares under the securities  laws of any
jurisdiction where such registration or qualification is necessary.  We estimate
that the expenses of this offering,  which we will incur, including registration
fees,  legal  fees,  transfer  agent  fees and  printing  costs,  but  excluding
underwriting   discounts  and  commissions   which  shall  be  paid  by  Selling
Shareholders, will not exceed $30,000.

Our common stock is traded on the OTC Bulletin Board under the symbol "ARET." On
February  15,  2001,  the closing sale price for the common stock was $0.017 per
share.

      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
      THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
      COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
      PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
      CRIMINAL OFFENSE.

      THE PURCHASE OF THESE SECURITIES INVOLVES SUBSTANTIAL RISK.
      SEE "RISK FACTORS."

<TABLE>
<CAPTION>

                       Price to Public    Underwriter discounts    Proceeds to Selling
                                             and commissions          Shareholders
        <S>                 <C>                  <C>                  <C>
   Price per unit        $0.017 (1)           0.0017 (2)            $0.0153
       TOTAL              $807,500              $80,750            $726,750

</TABLE>

------------------------------------------------------

1. All amounts in the table are  estimates  based on the closing  sales price of
the common stock in the over-the-counter market on February 15, 2001 and assume
usual and customary brokers commissions.

                                     ii

<PAGE>


2.  Presumes a 10%  broker's  commission  will be paid on each and every sale of
shares as described herein.  However,  Selling  Shareholders will be selling the
Shares  with  the  broker  of  their  choice  involving  commission  as they may
individually negotiate.

No person has been  authorized  in  connection  with any offering made hereby to
give  any  information  or to make  any  representation  not  contained  in this
Prospectus.  If any such information is given or any such  representation  made,
the information or representation  should not be relied upon as if authorized by
us. This Prospectus is not an offer to sell or a solicitation of an offer to buy
any securities  other than the Shares offered by this  Prospectus,  nor is it an
offer to sell or a  solicitation  of an offer to buy any of the  Shares  offered
hereby  in any  jurisdiction  where  it is  unlawful  to make  such an  offer or
solicitation.  Neither the delivery of this  Prospectus  nor any sale  hereunder
shall under any  circumstances  imply that the information in this Prospectus is
correct any time subsequent to February 16, 2001.

                             AVAILABLE INFORMATION

We are subject to the informational  requirement of the Securities  Exchange Act
of 1934,  as  amended,  and in  accordance  therewith  file  reports  and  other
information  with the Securities and Exchange  Commission.  Such reports,  proxy
statements  and other  information  we have filed can be inspected and copied at
the public  reference  facilities  maintained  by the  Securities  and  Exchange
Commission  in  Washington  D.C. at 450 Fifth Street,  N.W.,  20549,  and at the
following regional offices located at 26 Federal Plaza, Room 1100, New York, New
York 10278; 219 Dearborn Street, Room 1228, Chicago, Illinois, 60604; and at 410
Seventeenth Street, Suite 700, Denver, Colorado 80202. Copies of these materials
can be obtained from the Public Reference  Section of the Commission,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

We  will  provide,  without  charge,  to  each  person  to  whom a copy  of this
Prospectus is delivered, upon the oral or written request of such person, a copy
of any and all  information  incorporated  by  reference  into this  Prospectus.
Requests  for such  information  may be directed to Barry  Denslow at 4445 South
Jones  Blvd.,  Suite  2,  Las  Vegas ,  Nevada  89103.  We will  furnish  to our
stockholders annual reports,  which will contain financial statements audited by
independent  accountants,  and such other reports as it may determine to furnish
upon written request by each stockholder or as may be required by law.


                                     iii

<PAGE>

                              TABLE OF CONTENTS

Corporate Summary ...........................................................1

Risk Factors.................................................................1

Selling Shareholders.........................................................4

Plan of Distribution.........................................................5

Description of Securities....................................................5

Interests of Named Experts and Counsel.......................................6

Incorporation of Certain Documents by Reference..............................6

Indemnification of Directors and Officers....................................6

Exhibits.....................................................................7

Undertakings.................................................................7



                                     iv

<PAGE>

                              Corporate Summary

We do not currently  engage in active  operations aside from seeking to initiate
or acquire business operations. We seek to accomplish this goal through a merger
or acquisition.  As of the date of this  Prospectus,  February 16, 2001, we have
established contacts with a few business entities,  but have not yet reached any
formal  definitive  agreement to effect a merger or acquisition with any entity.
Unless the context indicates  otherwise,  any of the terms "we," "us," "it," and
"our"  includes  and  refers  to  AmeriResource   Technologies,   Inc.  and  its
predecessors.  Our principle  executive  offices are located at 4445 South Jones
Blvd., Suite 2, Las Vegas, Nevada 89103. Our telephone number is (702) 362-9284.

                                 Risk Factors

An  investment  in our common  stock is highly  speculative  and involves a high
degree of risk. Therefore, you should carefully consider all of the risk factors
discussed  below, as well as the other  information  contained in this document.
You should not  invest in our  common  stock  unless you can afford to lose your
entire investment and you are not dependent on the funds you are investing.  The
following risk factors are  interrelated  and,  consequently,  investors  should
treat such risk factors as a whole.

We Have No Active  Operations  And We  Cannot  Give Any  Assurance  That We Will
Effect A Merger Or Acquisition.

Our present business  consists of searching for an operating  business that will
provide  assets,  revenues,  and positive  cash flows.  We have  identified  and
executed several confidentiality and non-circumvent agreements as well as letter
of intents with operating businesses to evaluate suitable business opportunities
for possible merger,  acquisition or a joint venture.  There, however, can be no
guarantees  that we will be successful in reaching a definitive  agreement  with
any of these  businesses  for the  acquisition  or  merger  into  and/or  of the
specific  business.  Additionally,  we may not be successful in identifying  and
evaluating  other suitable  business  opportunities  or in concluding a business
combination.

We Have No Cash Flow From Operations And May Require Additional  Financing Which
May Not Be Available.

We do not have any  operating  cash  flows.  We  anticipate  to have  sufficient
working  capital  provided in the form of loans from  management  to satisfy our
operating  expenses for the next several  months.  However,  no assurance may be
given that such  loans will be  sufficient  or  available  at all to allow us to
realize our goals and engage in a business venture.  If our cash resources prove
to be  insufficient,  we may be  required  to seek  additional  debt  or  equity
financing to fund the costs of continuing  operations  until we achieve positive
cash  flow.  We have no  current  commitments  or  arrangements  for  additional
financing  and  there can be no  assurance  that any  additional  debt or equity
financing will be available to us on acceptable terms, or at all.

To date we have financed  operations and expansion primarily from operating cash
flows,  private  placements  of the  common  stock  and loans  from  affiliates.
Management  believes  these  sources  will  cover  operating  expenses  and  our
anticipated  obligations during the several months.  Thereafter,  we may require
additional  financing.  We can give no assurances that we will be able to obtain
external  financing  on favorable  terms,  or at all. If we are unable to obtain
additional  financing,  management's ability to meet our goals could be affected
in a material  adverse  manner.  We had reported a net loss of $1,052,315 and of
$856,859 for the three (3) and nine (9) months ended September 30, 2000. Our net
loss for the fiscal year ended December 31, 1999,  increased to $4,467,050  from
$3,469,770 in 1998.

                                      1

<PAGE>


Our Business Is In The Formative and Development Stage And Is Uncertain.

We must be considered to be in the formative and  development  stage.  Potential
investors  should be aware of the  difficulties  normally  encountered  by a new
enterprise.  There is nothing at this time upon which to base an assumption that
any business we conduct will prove successful, and there is no assurance that we
will be able to operate  profitably.  We have limited  resources and have had no
significant revenues to date.

The nature of our  business,  seeking  to  acquire  or merge with a company,  is
inherently  uncertain.  Our  business  is  subject to  substantial  liabilities,
including contingent liabilities, and generates no cash flow.

The Speculative Nature of Our Proposed Operations Makes an Evaluation of Us Very
Difficult.

The success of our proposed  plan of operation  will depend to a great extent on
the operations,  financial  condition and management of the identified  business
opportunity.  While  management  intends  to  seek  business  combinations  with
entities having established operating histories,  there can be no assurance that
we will be successful in locating  candidates with any operating history. In the
event we complete a business  combination,  of which there can be no  assurance,
the success of our operations  will be largely  dependent upon management of the
successor firm or venture partner firm and numerous other factors related to the
new business entity.

Competition  for  Business  Opportunities  and  Combinations  May Be Fierce  and
Prevent the Execution of Our Merger/Acquisition Goals.

We are,  and will  continue  to be, a  participant  in the  business  of seeking
mergers,  joint ventures and acquisitions with small private entities.  While we
have had success in attracting  potential  combination  partners and in securing
letters of intent or confidentiality and non circumvent agreements with entities
that are in operation with assets and generating  revenues,  we have encountered
problems in either our due diligence  investigations  or other issues preventing
the consummation of a business combination.  Despite this limited success, there
is a large number of established and well-financed  entities,  including venture
capital firms, who are actively seeking to merge with or acquire companies which
may be target  candidates  for us.  Many of these  venture  capital  firms  have
significantly  greater financial  resources,  technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying  possible business  opportunities  and successfully  completing a
business  combination.  Moreover,  we will also  compete  in  seeking  merger or
acquisition candidates with numerous other small public companies.

We May Acquire a Business With Obligations  Requiring Additional Financing Which
May Severely Impair Our Operations.

An  acquired  business  may  already  have  previously  incurred  debt or equity
financing  which it may not be able to satisfy.  Such an entity would require an
infusion of capital we might not be able to satisfy.  To the extent we engage in
a business  combination  with an entity  requiring  additional  financing,  such
additional financing (which could be derived from the public or private offering
of other  securities or from the acquisition of debt through  conventional  bank
financing), may not be available.

We Do Not Face Limits in Pursuing Debt Financing Options.


                                      2

<PAGE>


There are  currently no  limitations  on our ability to borrow funds to effect a
business  combination  or finance the operations of any acquired  business.  The
amount and nature of any of our  attempted  borrowings  will  depend on numerous
factors, including our capital requirements,  our perceived ability to meet debt
services on any such borrowings, and then-prevailing conditions in the financial
markets as well as general economic  conditions.  There can be no assurance that
debt  financing,  if required or  otherwise  sought,  will be available on terms
deemed to be commercially acceptable or in our best interest.

The Possible  Issuance of Additional  Shares of Our Common Stock Will Reduce the
Ownership and Voting Power of the Other  Stockholders and May Result in a Change
of Our Control.

As of January 9, 2001,  we have  705,879,093  shares of common  stock issued and
outstanding and 294,120,907 shares of common stock authorized but unissued.  Our
Board of Directors has the power to issue additional shares without  stockholder
approval.  We  anticipate  issuing a  substantial  amount of shares to acquire a
business interest or other type of property in the future. Although we presently
have no commitments,  contracts or intentions to issue any additional shares, we
may issue  shares  for the  purpose  of raising  additional  capital.  Potential
investors  should  be aware  that any  such  stock  issuances  may  result  in a
reduction of the book value or market price, if any, of the outstanding  shares.
If we issue  additional  shares,  such  issuance  will reduce the  proportionate
ownership and voting power of the other stockholders.  Also, any new issuance of
shares may result in a change of our control.

Restricted Shares May Be Eligible for Future Resale.

As of January 9,  2001,  approximately  92,023,338  or 13.4%,  of the  currently
outstanding shares of our common stock are restricted  securities or held by our
affiliates, or both. Consequently, these shares may be sold without registration
upon  compliance  with the  various  conditions  set forth in Rule 144 under the
Securities Act of 1933. Sales of substantial amounts of common stock by security
holders  under Rule 144, or  otherwise,  or even the  potential  for such sales,
might  depress the price for common  stock and could impair our ability to raise
capital through the sale of our equity securities.

We Are Exposed To Litigation and Contingent Liabilities.

We have several  pending  material  cases and are subject to a variety of claims
and suits that arise from time to time out of the  ordinary  course of business,
most of which are contract disputes. We think they are wholly without merit and,
accordingly,  will  not  result  in the  realization  of  material  liabilities,
although no such assurances can be given. These potential  liabilities could, if
realized,  have a materially  adverse effect on our financial  condition and our
ability to conduct business.

We Have Never Paid  Dividends On Our Common Stock In The Last Several  Years And
Do Not Intend To Do So In The Near Future.

We have not paid  dividends  on our common  stock for the last five years and do
not intend to pay any  dividends  to  stockholders  in the  foreseeable  future.
Management intends to reinvest future profits, if any, to develop and expand the
business.  Any investor  who  purchases  our common stock should not  anticipate
receiving  any  dividends  on the  common  stock at any time in the  foreseeable
future.  Payment of dividends is within the absolute  discretion of our board of
directors.

We May Merge with  Operations in Foreign  Countries  and a Meaningful  Review of
Operational Risks Abroad May Not Be Possible.


                                      3

<PAGE>


Our business plan is to seek to acquire or merge with potential  businesses that
may,  in the  opinion  of  management,  warrant  our  involvement.  Management's
discretion is  unrestricted,  and we may participate in any business  whatsoever
that may in the opinion of  management  meet the business  objectives  discussed
herein.  Therefore,  we may effect a business  combination with another business
outside  the United  States.  We have not  limited  the scope of our search to a
particular  region or  country.  Accordingly,  to the extent  that the  acquired
business may be located or operate in a foreign jurisdiction, our operations may
be  adversely  affected to the extent of the  existence  of  unstable  economic,
social and/or political conditions in such foreign regions and countries. We may
not be capable of reviewing the potential  operational risks surrounding foreign
businesses.

Our Common Stock May Be Subject to the Penny Stock Reform Act,  Which May Impair
the Development or Continuance of a Trading Market of Our Common Stock.

Congress  enacted  the Penny  Stock  Reform  Act of 1990 to  counter  fraudulent
practices  common in penny stock  transactions.  Rule  3a51-1 of the  Securities
Exchange  Act of 1934 defines a penny stock as an equity  security  that is not,
among other things:  (a) a reported  security (i.e.,  listed on certain national
securities  exchanges);  (b) a security  registered or approved for registration
and traded on a national  securities  exchange  that meets  certain  guidelines,
where the trade is effected  through the  facilities of that national  exchange;
(c) a security listed on the NASDAQ National Market System; (d) a security of an
issuer that meets certain minimum certified financial requirements (net tangible
assets in excess of $2,000,000  (if the issuer has been  continuously  operating
for more than three years) or  $5,000,000  (if the issuer has been  continuously
operating for less than three years),  or average revenue of at least $6,000,000
for the last three years);  or (e) a security with a price of at least $5.00 per
share for the transaction in question or that has a bid quotation (as defined in
the Rule) of at least $5.00 per share.  As we currently do not meet any of these
items, our common stock falls within the definition of a penny stock.

Before  brokers and/or  dealers may effect a penny stock  transaction,  they are
required  by the Act to provide  investors  with  written  disclosure  documents
containing information on various aspects of markets for penny stocks as well as
specific  information  about the penny stock and the  transaction  involving the
purchase  and sale of that  stock  (e.g.,  price  quotes and  broker/dealer  and
associated person  compensation).  Subsequent to the transaction,  the broker is
required  to  deliver  monthly  or  quarterly  statements   containing  specific
information about the penny stock. Because our common stock does not satisfy any
of the penny stock  exceptions,  and it is not  expected to in the near  future,
these  added  disclosure  requirements  will most likely  negatively  affect the
ability of purchasers  herein to sell our common stock in the secondary  market,
if any develops. You should seek outside advice before buying any stock.

                             Selling Shareholders

Selling  Shareholders  are  offering  47,500,000  shares  we  previously  issued
pursuant to our 2000 Stock Option Plan. These  47,500,000  shares were issued to
them as a bonus for the services  they have  rendered to us over several  years.
Selling Shareholders have never previously received a bonus from the Company for
their services.

Janovec has served as a director of the Company  since May 12, 1994.  Since June
27, 1994, Janovec has served as CEO of the Company, and on December 31, 1999, he
was appointed  President of the Company.  He is a descendant of the  Mdewakanton
Wahpakoota and  Sisseton-Wahpeton  bands of the Sioux American  Indian Tribe and
has over twenty years of experience in the construction industry as


                                      4

<PAGE>


a general  foreman,  superintendent,  project manager,  and estimator.  For
fifteen years,  he owned and served as CEO of Tomahawk  Construction  Company, a
subsidiary of the Company. Mr. Janovec attended undergraduate studies at Kansas
State University.

Clawson  has been with the  Company  since  October 1, 1993.  Since May of 1995,
Clawson has served as Vice  President  of the Company and was  President  of KLH
Engineers & Constructors,  Inc., the Company's engineering subsidiary. On August
10,  1995,  Clawson  was  appointed  a  director  of  the  Company.  Before  his
appointment  as an  officer  of the  Company,  Clawson  served as the  Company's
Director of Marketing. Before joining KLH, Clawson worked as a manager for other
engineering and industrial companies. Clawson is a graduate of Regis University.

The  following  table  sets  forth  certain  stock  ownership  facts of  Selling
Shareholders as of January 9, 2001:

<TABLE>
<CAPTION>

Name             Number of Shares  Number of Shares   Number of Shares Beneficially Owned
                 Beneficially      Offered            After Offering Presuming All Shares
                 Owned Prior to                       Offered Are Sold
                 Offering
                                                      Number           Percent of Class
                                                                       Owner
     <S>             <C>             <C>                 <C>                <C>
Delmar Janovec   55,643,861       30,500,000          25,143,861        3.7%
Rod Clawson      21,000,000       17,000,000          4,000,000         Less than 1%

</TABLE>

                             Plan of Distribution

Selling   Shareholders   may  sell  the   Shares   from  time  to  time  in  the
over-the-counter market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated  transactions.
Selling  Shareholders  expect to employ  brokers or dealers in order to sell the
Shares. Brokers or dealers engaged by Selling Shareholders may arrange for other
brokers or dealers to participate.  Brokers or dealers will receive  commissions
or  discounts  from Selling  Shareholders  or from  purchasers  in amounts to be
negotiated  immediately  prior to the sale, which  commissions and discounts are
not expected to deviate from usual and customary brokers'  commissions.  Neither
we nor Selling  Shareholders  expect to employ,  utilize or otherwise engage any
finders to assist in the sales of the Shares.

There is no assurance that Selling  Shareholders will offer for sale or sell any
or all of the Shares registered pursuant to this Prospectus.

                          Description of Securities

We have the  authority  to issue one  billion  (1,000,000,000)  shares of common
stock  with a par value of $0.0001  each.  We are also  authorized  to issue ten
million  (10,000,000) shares of preferred stock with a par value of $0.001 each,
which  may be issued in one or more  series  at the  discretion  of our Board of
Directors.  In establishing a series of preferred  stock, our Board of Directors
shall give to it a  distinctive  designation  so as to  distinguish  it from the
shares of all other series and  classes,  shall fix the number of shares in such
series, and the preferences, rights and restrictions thereof. All shares of any


                                      5

<PAGE>


one series shall be alike in every  particular  except as otherwise  provided in
our  Certificate  of  Incorporation,  any  amendments  thereto,  or the  General
Corporation Law of Delaware.

As stated herein above,  as of January 9, 2001,  we have  705,879,093  shares of
common  stock  issued and  outstanding  and  294,120,907  shares of common stock
authorized but unissued. As of January 9, 2001, no shares of preferred stock are
issued.

                    Interests of Named Experts And Counsel

No  expert  who  is  named  as  preparing  or  certifying  all  or  part  of the
registration  statement to which this Prospectus pertains, and no counsel for us
who is named in this  Prospectus  as having  given an opinion on the validity of
the securities being offered hereby was hired on a contingent basis or has or is
to receive, in connection with this offering, a substantial interest,  direct or
indirect,  in us. In addition, no such expert or counsel is connected with us or
our  consolidated  subsidiaries  as a  promoter,  underwriter,  voting  trustee,
director, officer, or employee.


               Incorporation of Certain Documents by Reference.

The following  documents filed by us with the Commission are hereby incorporated
herein by reference:

      1.    Our Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999.

      2. All reports filed by us with the  Commission  pursuant to Section 13(a)
or 15(d) of the Exchange  Act,  since the end of the fiscal year ended  December
31, 1999.

      3. The  description  of the common  stock  contained  in our  registration
statement filed under the Exchange Act,  including any amendment or report filed
for the purpose of updating such description.

Prior to the  filing  of a  post-effective  amendment  that  indicates  that all
securities  covered  by  this  Registration  Statement  have  been  sold or that
de-registers  all such securities then remaining  unsold,  all reports and other
documents  subsequently  filed by us pursuant to Sections 13(a),  13(c),  14, or
15(d) of the Exchange Act shall be deemed to be incorporated by reference herein
and to be a part  hereof  from  the  date  of the  filing  of such  reports  and
documents.

                  Indemnification of Directors and Officers.

Our articles of incorporation and bylaws limit the liability of our directors to
the fullest extent permitted by the Delaware General Corporation Law, ss.145, or
any other applicable  provision.  Generally,  Delaware  General  Corporation Law
permits the  indemnification of officers,  directors,  employees and agents from
any threatened,  pending or completed action, suit or proceeding,  whether civil
or criminal,  administrative or investigative (other than an action by or in the
right of the  corporation)  by reason  of the fact  that the  person is or was a
director,  officer,  employee or agent of the  corporation  and from  judgments,
expenses, fines, and settlements so long as such person was acting in good faith
and in a manner the person  reasonably  believed  to be in or not opposed to the
best interest of the  corporation,  or had no  reasonable  cause to believe that
such conduct was unlawful.  In addition,  our articles of incorporation  provide
that  we will  indemnify  our  directors  and  officers  to the  fullest  extent
permitted by


                                      6

<PAGE>


such law.  We believe that these provisions are necessary to attract and retain
qualified directors and officers.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933, as amended,  may be permitted to directors,  officers and control  persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the  opinion  of the United  States  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933, as amended,  and is, therefore,  unenforceable.  In the event that a claim
for  indemnification  against such liabilities  (other than the payment by us of
expenses  incurred  or paid by a  director,  officer  or  control  person in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or control person,  we will, unless in the opinion of counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against  public policy as expressed in the  Securities  Act of 1933, as amended,
and we will be governed by the final adjudication of such issue.

                                  Exhibits.
<TABLE>
<CAPTION>

The following are exhibits to this registration statement:

      Exhibit No.       SEC Ref. No.      Description of Exhibit
         <S>                <C>                    <C>
      1                 4                 The 2000 Stock Option Plan of AmeriResource
                                          Technologies, Inc.

      2                 23                Consent of Crouch, Bierwolf & Associates,
                                          independent certified public accountants
</TABLE>

                                Undertakings.

(a)   The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration statement relating to the securities offered therein,


                                      7

<PAGE>


and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                      8

<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Las Vegas, State of Nevada, on this 16 day of February, 2001.

                                    AMERIRESOURCE TECHNOLOGIES, INC.


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


                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes and appoints Delmar Janovec,  with power of substitution,  as
his attorney-in-fact for him, in all capacities,  to sign any amendments to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature               Title                         Date


/s/ Delmar Janovec
__________________  Chief Executive Officer &     February 16, 2001
Delmar Janovec          Director


/s/ Rod Clawson
___________________     Director                      February 16, 2001
Rod Clawson


                                      9

<PAGE>
