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<CONFORMED-NAME>AMERIRESOURCE TECHNOLOGIES INC
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<STREET1>4445 SOUTH JONES BLVD SUITE 2
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<ZIP>89103
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<DESCRIPTION>ARET FORM 10-KSB AMENDMENT NO. 1
<TEXT>

                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-KSB
                               Amendment No. 1

[X]   Annual report under Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the fiscal year ended December 31, 2000.

Commission file number: 0-20033
                        -------

                       AmeriResource Technologies, Inc.
                       --------------------------------
                (Name of Small Business Issuer in Its Charter)

      Delaware                                           84-1084784
      --------                                           ----------
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                        Identification Number)

              4445 South Jones, Suite 2, Las Vegas, Nevada 89103
              --------------------------------------------------
             (Address of Principal Executive Offices) (Zip Code)

                                (702) 362-9284
                                --------------
               (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:

       Title of Each Class          Name of Each Exchange on Which Registered
       -------------------          -----------------------------------------
Common Stock ($0.0001 Par Value)

      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.
      No [  ]                      Yes [ X ]

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [  ].

      The issuer's total consolidated revenues for the year ended December 31,
2000, were $0.

      The aggregate market value of the registrant's Common Stock, $0.0001 par
value held by non-affiliates was approximately $7,735,095, based on the average
closing bid and asked prices for the Common Stock on March 29, 2001. On March
29, 2001, the number of shares outstanding of the registrant's Common Stock,
$0.0001 par value (the only class of voting stock), was 762,162,093.


<PAGE>



                              TABLE OF CONTENTS


PART I.......................................................................1
      Item 1. Description of Business........................................1
      Item 2. Description of Property........................................3
      Item 3. Legal Proceedings..............................................3
      Item 4. Submission of Matters to a Vote of Security Holders............6

PART II......................................................................7
      Item 5. Market for Common Equity and Related Stockholder Matters.......7
      Item 6. Management's  Discussion  and Analysis or Plan of Operation....8
      Item 7. Financial Statements...........................................9
      Item 8. Changes in and  Disagreements  with  Accountants on Accounting
              and Financial Disclosure......................................10

PART III....................................................................10
      Item 9. Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act.............10
      Item 10.Executive Compensation........................................11
      Item 11.Security Ownership of Certain Beneficial Owners and Management12
      Item 12.Certain Relationships and Related Transactions................12
      Item 13.Exhibits and Reports on Form 8-k..............................13

INDEX TO EXHIBITS...........................................................15



<PAGE>



                                    PART I

ITEM 1.    DESCRIPTION OF BUSINESS

As used herein, the term "Company" refers to AmeriResource Technologies, Inc., a
Delaware corporation, and its subsidiaries and predecessors, unless the context
indicates otherwise. The Company was formerly known as KLH Engineering Group,
Inc. ("KLH Engineering"), which was incorporated on March 3, 1989 to provide
diversified engineering services throughout the United States. KLH Engineering
changed its name to AmeriResource Technologies, Inc. on July 16, 1996. Although
the Company's operations have historically consisted of providing engineering
and construction services, in 1996 the Company closed and/or sold off its
engineering subsidiaries due to continued losses.

The Company did not obtain any construction contracts during 1999 or 2000 which
it believes is related to the Chapter 11 Bankruptcy of its wholly owned
subsidiary, Tomahawk Construction Company ("Tomahawk"), on September 15, 1994.
Despite Tomahawk's emergence from bankruptcy on August 28, 1995, the Company has
been unable to obtain the necessary bonding capacity to obtain construction
contracts. As a result of Tomahawk's lack of new construction contracts in 1999
and 2000, the Company is currently exploring opportunities to combine Tomahawk
with another company through a merger or acquisition. The Company is now
searching for a construction company that is interested in being acquired.

In connection with the Company's operational restructuring, it executed a Share
Purchase Agreement on December 31, 1999, with Dustan Shepherd, the Company's
former President, whereby the Company sold its wholly owned subsidiary, First
Americans Mortgage Company ("FAMC"), to Shepherd for $30,000 payable pursuant to
a promissory note. In connection with this subsidiary sale, FAMC surrendered to
the Company 7,000,000 shares of common stock Kelly's Coffee which had been
received by FAMC for services FAMC and the Company had rendered. Pursuant to
this Share Purchase Agreement, the Company forgave FAMC's debt to Tomahawk,
which was secured by a June 30, 1999 promissory note. The Company received the
first installment on or about January 16, 2001 from Dustan Shepherd.

On June 30, 1999, the Company sold the following subsidiaries to Calbear  LLC in
an effort to eliminate certain liabilities from its  balance sheet: (1) KLH
Engineers & Contractors, Inc., (2) KLH Engineering of Colorado Springs, Inc.,
(3) KLH Engineering of Lakewood, Inc., (4) KLH Engineering of Grand Junction,
Inc., (5) KLH Engineering of San Mateo, Inc., (6) KLH Engineering of Greeley,
Inc., (7) Morton Technologies, Inc. (8) LBH Engineering, Inc., (9) Coffee
Engineering & Surveying, Inc., and (10) Scanlon & Associates, Inc. The Company
sold the subsidiaries for $550.

THE TRAVEL AGENT'S HOTEL GUIDE, INC. ("TAHG")

Effective December 14, 1998, the Company acquired Gold Coast Resources, Inc. in
a stock purchase agreement which included all of the issued and outstanding
shares of TAHG common stock in exchange for a convertible debenture in the
amount of $3,350,000. TAHG is a publication which is used by travel agents to
sell hotel rooms throughout the United States.




                                      1

<PAGE>



On August 23, 1999, the Company sold 50% of TAHG to Staruni Corporation ("SRUN")
for 400,000 shares of SRUN's common stock. Although SRUN has guaranteed the
value these shares at $1,750,000 for one year, the price guarantee will lapse if
the SRUN stock reaches a $4.00 price and remains above that price for 10
consecutive business days. The SRUN stock has been valued at $86,000. The
Company discounted the value of the SRUN common stock based upon the financial
statements of SRUN and its current market price. The result of this transaction
was a loss of $483,506 to the Company. The Company hopes that SRUN's experience
as an Internet company will aid in placing the Guide on the world wide web.

MAGNOLIA MANORS, INC.

On December 23, 1999, the Company, Magnolia Manors, Inc. and Krapfcandoit, Inc.
executed a contribution agreement, whereby the Company was to acquire the assets
of Magnolia and Krapfcandoit in exchange for shares of the Company's common
stock. Shortly after the execution of this agreement, all parties decided to
modify its terms. The Company no longer has an intention to acquire
Krapfcandoit. Magnolia Manors and the Company agreed to an asset purchase
agreement whereby the Company was to acquire Magnolia Manors for cash and stock.
Magnolia's assets include approximately 21 assisted living facilities located in
Alabama. The Company was to acquire Magnolia Manors, Inc. through the
acquisition of Crestwood Villas, Inc. which had contractual rights to purchase
Magnolia's assets. Magnolia Manors is owned by Krapfcandoit but is operating
under a receiver that has been appointed by Finova.

Subsequent to the December 23, 1999 agreement, litigation between the Company
and Magnolia Commericial in Alabama regarding contractual obligations. On
February 27, 2001, mediation was held to resolve the issues. The essence of the
mediation was to resolve litigation and address the purchase of 11 facilities
owned by Magnolia. As of March 29, 2001, no outcome had been reached on this
mediation. Accordingly, no assurances can be given that any business transaction
between the Company and Magnolia will ever be consummated. The Company denies
all of the allegations of such lawsuit and is vigorously defending itself
against such claims.

PHOENIX PARTNERS, LP

The Company entered into a Letter of Intent dated August 30, 2000 and a Joint
Venture Agreement dated August 31, 2000 with Phoenix Leisure Holdings, LLC
("PLH"), a Delaware limited liability company majority owned by Phoenix
Partners, LP ("Phoenix"). Pursuant to these agreements, Phoenix and PLH have
agreed to allow the Company to participate in acquisitions PLH may make which
satisfy certain financial parameters. For an acquisition to qualify within these
parameters the acquisition target must have a fair market value of seventy-five
million dollars ($75,000,000). The amount of participation to which the Company
is entitled shall not be less than 2.5% and not more than 25% of the
post-acquisition entity. The actual agreement of participation shall be mutually
determined by Phoenix and the Company.

WEST TEXAS REAL ESTATE AND RESOURCES, INC.

Pursuant to a Definitive Agreement dated July 13, 2000 (the "Agreement"), the
Company acquired West Texas Real Estate and Resources, Inc., a Texas corporation
("WTRER"). The Company acquired all of the outstanding equity of WTRER from LBI
Properties, Inc., a Florida corporation ("LBI"), in exchange for $1.7 million
secured by a promissory note. The promissory note was paid off during the third
quarter of 2000. The terms of the promissory note extended until the $1.7

                                      2

<PAGE>



million was paid by the Company and provided for interest at seven and one-half
percent (7 1/2%) per annum. The promissory note was secured by Five Million, Two
Hundred Seventy-Five Thousand, Two Hundred Forty (5,275,240) shares of WTRER's
common stock, which constitutes the outstanding equity of WTRER acquired by the
Company under the Agreement.

As a result of the acquisition of WTRER, the Company acquired an oil, gas and
mineral lease on approximately 800 acres in Pecos County, Texas. The lease is
described by appraisers as "proved undeveloped petroleum reserves that are
recoverable from additional wells yet to be drilled." Production from these
reserves will require the drilling of additional wells, the deepening of
existing wells or the installation of enhanced recovery facilities. The Company
intends to utilize all acquired assets described herein in the manner they were
previously used and intends to continue the operations of all businesses
acquired in the same manner as prior to its acquisition.

As of March 29, 2001, the Company had a total of three (3) employees, of which
two (2) were employed full-time.

ITEM 2.    DESCRIPTION OF PROPERTY

The Company owns no real property. The Company's operations are conducted
through one office located at 4445 South Jones, Suite 2, Las Vegas, Nevada,
89103, which is leased. It is a five (5) year lease of approximately 3100 square
feet with three (3) two (2) year options at $1.70 per square foot a month. The
Company plans on subleasing a portion of the space.

By acquiring WTRER, the Company was assigned an oil, gas and mineral lease which
is called the Glass Mountains "PilaresA111" and consists of contiguous acreage
of approximately +/- 800 acres comprising a portion of Glass Mountain acreage
located in Pecos County, Texas. The Company's interest in this property is
subject to a twenty percent (20%) royalty interest due the lessor. This lease
was entered into on October 6, 1999 and has a five (5) year term.

ITEM 3.    LEGAL PROCEEDINGS

The following are pending material cases involving the Company and its
subsidiaries. The Company and its subsidiaries are subject to a variety of
claims and suits that arise from time to time out of the ordinary course of
business, most commonly contract disputes. The Company believes that the pending
claims are adequately covered by insurance. However, there can be no guarantee
that such insurance will be adequate, will be renewable, or will remain
available in the future.

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




                                      3

<PAGE>



Orix Real Estate Capital Markets, LLC , as the Special Servicer for Finova
Realty Capital, Inc. (AMRESCO MS CAPITAL 1999, FNV-1 Loan #04000333342) v.
Magnolia Manors Properties, LLC, et al. Orix Real Estate Capital Markets, LLC in
May 2000 filed a lawsuit in Walker County, Alabama, as the Special Servicer for
Finova Realty Capital, Inc. alleging that Magnolia Manors Properties, LLC
defaulted on the provisions of a promissory note to Finova Realty Capital, Inc.
by which it promised to repay $9,280,000. ORIX is the servicer in this
transaction and is seeking to enforce the provisions of the loan documents which
are secured by mortgages on the real properties owned, administered and/or
operated by Magnolia Manors Properties, LLC. This lawsuit alleges that because
the Company has been in negotiations to merge or acquire the assets of Magnolia
Manors Properties, LLC that it has bound itself to certain provisions of these
loan documents. The Company denies all of the allegations in this lawsuit and is
vigorously defending itself against such allegations.

John C. Barry v. ARET and Delmar Janovec was filed in 1996. Mr. Barry sued the
Company and Delmar Janovec for breach of contract regarding vacation funds that
had been accrued but never paid. A judgment was entered on January 21, 1997 in
the Superior Court of the State of California, San Mateo County. This matter was
settled in the Fall of 2000 for a total of $44,151.17. On January 5, 2001 an
Acknowledgment of Satisfaction of Judgment was filed which reflects the
settlement has been paid-in-full.

Craft, Fridkin & Rhyne, L.L.C. vs. AmeriResource Technologies, Inc. Craft,
Fridkin & Rhyne, L.L.C. ("CFR") alleged that on August 26, 1998, the Company
executed a Consulting Agreement with CFR whereby the Company agreed to
compensate CFR for legal services rendered through May 31, 1998, with Forty
Million (40,000,000) shares of the Company's common stock which were to be
registered with the SEC on Form S-8 under the Securities Act of 1933, as
amended. CRR also alleged that the Company agreed to issue additional stock upon
receipt of CFR's monthly billing statements valued at one cent ($.01) per share.
The Company retained counsel to represent it in this proceeding, although it
believes CFR has been paid in full for all services rendered.

CFR filed a Demand for Arbitration with the American Arbitration Association on
March 24, 2000, whereby CFR demanded "compensation for services rendered
pursuant to Consulting Agreement dated August 26, 1998." The arbitration hearing
was heard on or about July 11, 2000, and a settlement was thereafter agreed
upon, whereby the Company issued 32,000,000 shares of common stock in exchange
for legal services of $445,000 allegedly owed by the Company. The matter and
alleged debt have now been settled in full.

Scar I Group vs. AmeriResource Technologies, Inc., Delmar Janovec, and Tomahawk
Construction. This case was filed on January 26, 2000 in the Court of Common
Pleas in Cuyahoga County, Ohio, Case Number 00-400551-CV. Scar I Group ("Scar
I") filed suit against the Company, its President, Delmar Janovec and its
subsidiary, Tomahawk Construction, for fraudulent misrepresentation and breach
of contract. The Company denied all liability and will vigorously defend itself
against the claims asserted in the lawsuit which management believes to be
groundless.

The lawsuit alleges that on April 29, 1997, Scar I signed a Loan Agreement with
Delmar Janovec and Tomahawk Construction agreeing to lend them Fifty Thousand
Dollars ($50,000) for a period not to exceed sixty (60) days. Shortly after this
Loan Agreement was signed, Janovec and Tomahawk accepted a $1,851,444 settlement
from M.K. Ferguson and the Department of Energy in an unrelated lawsuit, which
was to be finalized coincident with the Scar I loan. Janovec, Tomahawk and Scar
I agreed that $100,000 of these settlement proceeds would be paid on or before

                                      4

<PAGE>



July 2, 1997, to Scar I and constitute total payment of the loan's principal
plus $50,000 interest. As security for the loan, Janovec and Tomahawk executed a
promissory note for the $100,000 and placed an estimated Ten Million
(10,000,000) shares of the Company's common stock in escrow with Surety Title.

On July 16, 1997, Janovec and Tomahawk notified Scar I in writing that
Industrial State Bank had a blanket lien on the settlement proceeds and that no
portion of such could be transferred, and therefore the Company could not meet
the loan's terms. Janovec and Tomahawk requested that the stock certificates and
related documents be released from escrow in Scar I's name. On or about
September 17, 1997, Scar I agreed to cancel the Loan Agreement and to release
the stock and related documents from escrow. On September 17, 1997, Janovec and
Tomahawk sent a certified check in the amount of $200.00 to Surety Title as
payment for escrow services. Also on September 17, 1997, Janovec and Tomahawk
sent a certified check in the amount of $1,000.00 to Chuck Scaravelli at Scar I
as payment in full for its services in connection with the negotiation and
structuring of the loan documents.

Scar I is claiming that Janovec and Tomahawk fraudulently misrepresented that
the settlement funds were not going to be paid and that they relied upon that
misrepresentation in canceling the Loan Agreement. Janovec and Tomahawk contend
that the settlement was not reached within sixty (60) days from the execution of
the Loan Agreement, and that not only has the Loan Agreement been effectively
canceled by Scar I but that they have accepted payment for their services.
Management denies the allegations in this suit and will defend its position in
seeking and out-of-court settlement.

Industrial State Bank vs. AmeriResource Technologies, Inc., Delmar Janovec and
Marilyn Janovec. This case was filed in the District Court of Johnson County,
Kansas, Case Number 98-C-14923. On July 9, 1999, Industrial State Bank agreed to
accept from the Company, Delmar and Marilyn Janovec $200,000 plus 2,760,000
shares of the Company's common stock in exchange for the bank's forgiveness of
the Company's $1,071,214 debt, which included accrued interest. The first cash
payment of $100,000 was paid on July 16, 1999, and the second payment was due on
August 30, 1999. The note securing the second payment was extended to December
15, 1999 for an additional payment of $20,000. Mr. Janovec transferred shares of
Series A and Series B Preferred Stock convertible into 2,760,000 shares of the
Company's common stock to the Industrial State Bank. The Company intends to
reimburse Janovec. The Company made additional payments of $40,000 during the
third quarter and was granted an extension until December 15, 1999, to pay the
remaining $60,000. This settlement amount has been paid in full.

Double K Marketing, Inc. vs. Delmar A. Janovec.  This case was filed in the
Jefferson Circuit Court, Division Twelve, Kentucky, Case Number 99-CI-03105. On
November 12, 1999, the Court set aside the Default Judgment against Delmar
Janovec and dismissed the case without prejudice.  To date, no further pleadings
have been filed in this matter.

Liberty Systems, Inc. vs. Tomahawk Construction Corporation and Delmar Janovec.
This action is pending in the District Court of Johnson County, Kansas, Case
Number 99C10488. Liberty is suing Tomahawk and Delmar Janovec for nonpayment of
a note for $32,917.00 executed by and between Delmar Janovec and/or Tomahawk and
Liberty on July 31, 1997.

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


                                      5

<PAGE>



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 settled on or about July 6, 2000
pursuant to a settlement agreement which is more fully described below and has
been verbally amended to require payments of no less than $20,000 per month with
a goal of $40,000 per month.

Q Capital Corporation and American Factors Group, L.L.C. vs. AmeriResource
Technologies, Inc. and Delmar Janovec.  These parties have entered into a
multiparty settlement agreement.  The parties have agreed upon the specific
settlement terms outlined in an Original Settlement Agreement and a Supplemental
Settlement Agreement. Although all of the terms in both documents have been
orally agreed to by all parties, neither document has yet been executed.

On February 15, 2000, a Settlement and Release Agreement ("Original Settlement
Agreement") was negotiated and orally agreed to by and between Q Capital
Corporation ("Q"), American Factors Group ("AFG"), AmeriResource Technologies,
Inc. ("ARET") and Delmar Janovec ("Janovec"). The Original Settlement Agreement
provided for the payment by ARET and Janovec of certain obligations and
judgments entered in favor of Q and AFG against ARET, Janovec, and the
defendants in the above referenced action, American Factors Group, L.L.C.V.
AmeriResource Technologies, Inc. et al, Case Number 3:97cv01094(GEB) ("Pending
Action").

In April 2000, a Supplemental Settlement Agreement ("Supplemental Settlement
Agreement") was negotiated and orally agreed to by and between Q, AFG, the
Company and Janovec. The Company believes this agreement will require it and
Janovec to:

      1.   Pay Q and AFG Four Hundred Ninety Thousand Dollars ($490,000) on or
           before April 10, 2000;

      2.   Deliver to Q and AFG all of the shares of common stock in Staruni,
           Inc.; and

      3.   Release and forever discharge Q and AFG from any and all claims or
           causes of action arising out of or related to those which were, or
           could have been, alleged in the Pending Action,

Under the terms of the agreement, which has been finalized in writing, the
Company believes that AFG and Q will:

      1.   File a Satisfaction of Judgment and Order of Dismissal with Prejudice
           as to all defendants in the Pending Action;

      2.   File with the appropriate courts a Satisfaction of Judgment against
           any and all parties for whom AFG or Q received a judgment in
           connection with the obligations and judgments against ARET and
           Janovec;

      3.   Void the Original Settlement Agreement; and

      4.   Release and forever discharge ARET, Janovec and all other defendants
           named in the Pending Action from any and all claims or causes of
           action arising out of or related to those which were set forth in any
           of the Judgments or were, or could have been,

                                      6

<PAGE>



           alleged in the Pending Action or any of the other lawsuits for which
           they obtained a judgment.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended December 31, 2000, the
Company did not submit any matters to a vote of security holders through the
solicitation of proxies or otherwise.

                                    PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

The Company's Common Stock is traded on OTC Bulletin Board under the symbol
"ARET." The table below sets forth the high and low sales prices for the
Company's Common Stock for each quarter of 1998 and 1999 and the first quarter
of 2000. The quotations below reflect inter-dealer prices, without retail
markup, markdown or commission and may not represent actual transactions:

      Year        Quarter           High        Low
      -----       -------           ----        ---
      1998        First          $ 0.031     $ 0.016
                  Second         $ 0.050     $ 0.011
                  Third          $ 0.030     $ 0.009
                  Fourth         $ 0.010     $ 0.009

      Year        Quarter          High        Low
      ----        -------          ----        ---
      1999        First          $ 0.019     $ 0.008
                  Second         $ 0.530     $ 0.007
                  Third          $ 0.070     $ 0.015
                  Fourth         $ 0.550     $ 0.014

      Year        Quarter          High        Low
      -----       -------          ----        ---
      2000        First          $0.770       $0.036
                  Second         $0.199       $0.042
                  Third          $0.063      $0.0324
                  Fourth         $0.034      $0.0152

      Year        Quarter           High        Low
      -----       -------           ----        ---
      2001        First          $0.021       $0.011

Shareholders

As of March 29, 2001, there were approximately 806 shareholders of record
holding a total of 762,162,093 shares of Common Stock.

Dividends on the Common Stock

The Company has not declared a cash dividend on its Common Stock in the last two
fiscal years and the Company does not anticipate the payment of future
dividends. The Company may not pay dividends on its Common Stock without first
paying dividends on its Preferred Stock. There are no

                                      7

<PAGE>



other restrictions that currently limit the Company's ability to pay dividends
on its Common Stock other than those generally imposed by applicable state law.

Preferred Stock

No market currently exists for the Company's preferred stock. The Company has
two classes of preferred stock, a Series A class and a Series B class
("Preferred Stock"). Each share of the Preferred Stock may be converted by the
holder into one share of common stock. The Preferred Stock has a liquidation
value of $1.25 per share and has voting rights equivalent to one share of Common
Stock. Dividends on the Preferred Stock accrue quarterly at an annual rate of
$0.125 per share. The Company has never declared or paid dividends on its
Preferred Stock.

As of March 29, 2001, there were 15 shareholders of record holding a total of
131,275 shares of the Company's Series A Preferred Stock. On March 29, 2001,
there was 1 shareholder of record holding a total of 177,012 shares of the
Company's Series B Preferred Stock.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
           OPERATION

The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto appearing elsewhere herein. Except for
historical information contained herein, certain statements herein are
forward-looking statements that are made pursuant to the safe harbor provisions
of the private securities litigation reform act of 1995.

Forward-looking statements involve estimates of the Company's financial
position, business strategy and other plans and objectives for future
operations. Although the Company believes that these expectations are
reasonable, there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected effects on its business or operations.

GENERAL

The Company's operations for 2000 consisted of estimating costs for conceptual
projects in the hospitality industry to assist in the securing of financing for
the projects. The projects were never realized due to the lack of funding
commitments.

The Company pursued and is still pursuing financing for the NevStar Gaming and
Entertainment transaction and to date still has not procured financing. The
Company entered into several letters of intent to either acquire or merge the
Company into an operating private company with revenues and assets. The Company
is still aggressively pursuing these transactions.

The Company's operations for 2000 consisted of bidding for construction projects
and formulating a plan of operation or sale for The Travel Agent's Hotel Guide,
Inc. ("TAHG"), which was acquired from GlobaldataTel in exchange for a
convertible debenture. A continuing condition to the Company's acquisition of
TAHG was TAHG's net value exceeding $3,000,000. Because TAHG's liabilities
exceed its assets, TAHG has a negative net value. The Company therefore believes
it's payment obligations under the GlobaldataTel debenture are not enforceable,
and the Company intends to amicably resolve this situation while vigorously
contesting any payment demands made pursuant to the debenture.

                                      8

<PAGE>



TOMAHAWK CONSTRUCTION

Tomahawk continues to perform cost estimating for conceptual projects in order
to assist in securing financing for those specific conceptual projects.
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 that provides construction and
mortgage services to Native American communities across the United States.

RESULTS OF OPERATIONS

Revenues for the fiscal year ended December 31, 2000 decreased to $0, from
$82,348 in revenues for 1999. Our operating loss increased to $2,296,648 in 2000
as compared to $1,361,597 in 1999 as a result of an increase in legal and
professional expense from $220,000 for the year ended December 1999, to $612,497
for 2000. Our operating loss is also attributable to an increase in general and
administrative expenses from $411,597 for the 1999 fiscal year to $708,251 for
the year ended December 31, 2000.

Despite the increase in the Company's operating loss for the fiscal year ended
December 31, 2000, the Company's net loss decreased to $2,122,835 from
$4,467,050 in 1999. This decrease in net loss resulted largely from two unusual
expenses in 1999, one of $2,760,673 attributable the Company's loss on sale of
subsidiaries, and the other due to a loss on publication rights of $1,053,012.
Also facilitating the decrease in net loss was the Company's gain on marketable
securities of $482,421 during the year ended December 31, 2000, as compared to
no such gain in the year ended 1999.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2000, the Company had a net working capital deficit of
$2,861,062. The Company plans to decrease this working capital deficit by
acquiring income producing assets in exchange for its securities, and by
attempting to settle certain of its note payables with equity. As of December
31, 2000, the Company had a total stockholder's deficit of $4,730,274 as
compared to a deficit of $5,586,047 as of December 31, 1999. The Company hopes
to continue to improve its stockholder equity by acquiring income-producing
assets, which are hoped to generate profits.

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 1995, Tomahawk's ability to obtain construction projects
has been severely limited as a result of those proceedings.

Unless and until the Company successfully acquires revenue producing assets, it
will continue to use its equity and the resources of its CEO, Delmar Janovec, to
finance its operations. However, no assurances can be provided that the Company
will be successful in acquiring assets, whether revenue-producing or otherwise,
or that Mr. Janovec will continue to assist in financing the Company's
operations.



                                      9

<PAGE>



ITEM 7.    FINANCIAL STATEMENTS

The Company's financial statements for the fiscal year ended December 31, 2000
are attached hereto beginning on page F-1.

                                      10

<PAGE>



                       AMERIRESOURCE TECHNOLOGIES, INC.
                               AND SUBSIDIARIES
                        -----------------------------

                      CONSOLIDATED FINANCIAL STATEMENTS
                              -----------------

                              DECEMBER 31, 2000




<PAGE>



              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES


                                   CONTENTS


                                                                            Page

Independent Auditor's Report...............................................F-3

Financial Statements:
   Consolidated Balance Sheet............................................F-4-5
   Consolidated Statements of Operations...................................F-6
   Consolidated Statement of Cash Flows..................................F-7-8
   Consolidated Statements in Stockholders' Equity.........................F-9
   Notes to Consolidated Financial Statements..........................F-10-22

                                     F-2

<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


The Stockholders
and Board of Directors
of AmeriResource Technologies, Inc.

We have audited the accompanying consolidated balance sheet of AmeriResource
Technologies, Inc. and subsidiaries as of December 31, 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years ended December 31, 1999 and 2000. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. The financial statements of the Company, as of
December 31, 1999, were audited by other auditors whose report dated April 5,
2000 expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AmeriResource
Technologies, Inc. and subsidiaries as of December 31, 2000, and the results of
its operations and cash flows for the years ended December 31, 1999 and 2000, in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 11 to
the financial statements, the Company has suffered recurring losses from
operations and has an accumulated deficit that raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
those matters are also described in Note 11. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



/s/ Clyde Bailey, P.C.
Clyde Bailey, P.C.
San Antonio, Texas
March 28, 2001


                                     F-3

<PAGE>



              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                          Consolidated Balance Sheet
                              December 31, 2000


                                    ASSETS


Current assets:

    Cash and cash equivalents (Note 1)                             $     24,007
    Notes receivable - other (Note 3)                                    30,000
                                                                   ------------
                 Total current assets                                    54,007
                                                                   ------------
Other assets:
    Oil & gas properties                                              1,700,000
    Marketable securities (Note 12)                                     120,288
                                                                   ------------
Total assets                                                       $  1,874,295
                                                                   ============



                                 (continued)

























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


                                     F-4

<PAGE>



              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                          Consolidated Balance Sheet
                              December 31, 2000
                                 (continued)

                     LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
      Accounts payable:
            Trade                                                  $     276,364
            Related party (Note 2)                                        70,413
      Notes payable - related party (Note 2 and 4)                       920,649
      Notes payable (Note 4)                                             745,643
      Accrued payroll taxes                                              251,431
      Accrued salaries                                                    80,000
      Accrued interest:
            Related party (Note 2)                                       241,588
            Other                                                        527,521
      Income Tax Payable                                                  35,960
                                                                   -------------
               Total current liabilities                               3,149,569

Convertible debentures                                                 3,350,000
Commitments and contingencies (Note 10)                                  105,000
                                                                   -------------
               Total liabilities                                       6,604,569
                                                                   -------------

Stockholders' equity (Note 6)
       Preferred stock, $.001 par value; authorized, 10,000,000 shares;
             issued, 329,621 shares outstanding (Note 6)                     330
  Common Stock, $.0001 par value; authorized, 1,000,000,000 shares;
             issued and outstanding, 685,879,093 shares                   68,588
       Additional paid-in capital                                     12,226,105
       Accumulated deficit                                          (16,918,645)
       Accumulated other comprehensive loss                            (106,651)
                                                                   -------------
                 Total stockholders' equity                          (4,730,274)
                                                                   -------------
Total liabilities and stockholders' equity                         $   1,874,295
                                                                   =============









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

                                     F-5

<PAGE>



              AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                    Consolidated Statements of Operations
                For the Years Ended December 31, 2000 and 1999


                                                        2000             1999
                                                    -------------   ------------

Net service income                                  $         -     $        -
Consulting revenue                                            -          82,348
                                                    -------------   ------------
Operating expenses                                            -              -
Salaries                                                 180,000         80,000
Consulting                                               795,900        650,000
Legal and professional                                   612,497        220,000
General and administrative expenses                      708,251        411,597
                                                    -------------   ------------
Operating loss                                        (2,296,648)    (1,361,597)
                                                    -------------   ------------
Other income (expense):
     Gain on settlement of debt (Note 1)                      -         938,017
     Gain on marketable securities                       482,421             -
     Loss on sale of subsidiaries (Note 1)                    -      (2,760,673)
     Loss on publication rights (Note 1)                      -      (1,053,012)
     Interest expense                                   (308,608       (312,133)
                                                    -------------   ------------
                                                         173,813     (3,187,801)
                                                    -------------   ------------
Net loss before income tax                            (2,122,835)    (4,467,050)

Income tax provision (Note 7)                                 -              -
                                                    -------------   ------------
Net loss                                            $ (2,122,835)   $(4,467,050)
                                                    =============   ============
Earnings per share                                  $     (.0035)   $     (.009)
                                                    =============   ============
Weighted average common shares outstanding           564,620,143     493,417,979
                                                    =============   ============













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

                                     F-6

<PAGE>



                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       Consolidated Statements of Cash Flows
                   For the Years Ended December 31, 2000 and 1999


<TABLE>
<CAPTION>

                                                                             2000            1999
                                                                        --------------  -------------
                   <S>                                                        <C>             <C>
Reconciliation of net loss provided by (used in) operating activities:

Net loss                                                                $  (1,950,133)  $ (4,467,050)

Non-cash items:
     Depreciation and amortization                                                 -          33,070
     Non-cash revenue through issuance of stock                                    -         (82,348)
     Non-cash services through issuance of stock                            1,285,259      1,051,500
     Provision for bad debts                                                       -         172,416
     (Gain)/Loss on forgiveness of debt                                            -        (938,017)
     Loss on sale of subsidiaries                                                  -       2,760,673
     Loss on publication rights                                                    -       1,053,012

Changes in assets affecting operations - (increase) decrease
     Accounts receivable                                                           -         759,404
     Other receivables                                                             -              -
     Notes receivables                                                             -         283,190
     Prepaid insurance and other expenses                                          -              -

Changes in liabilities affecting operations - increase (decrease)
     Accounts payable                                                              -        (377,647)
     Accrued payroll and related                                               19,750       (455,746)
     Escrowed fees                                                                 -          (4,224)
     Accrued interest                                                         308,608       (136,023)
                                                                        --------------  -------------
Net cash provided by (used in) operating activities                     $    (336,516)  $    (67,296)
                                                                        --------------  -------------


</TABLE>











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

                                        F-7

<PAGE>



                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       Consolidated Statements of Cash Flows
                   For the Years Ended December 31, 2000 and 1999


                                                        2000            1999
                                                    -------------   ------------
Cash flows from financing activities:
     Proceeds from issuance of stock                $    654,723    $   200,000
     Proceeds from issuance of debt                           -          80,000
     Repayment of debt                                  (294,365)      (248,691)
                                                    -------------   ------------
Net cash provided by (used in) financing activities      360,358         31,309


Cash flows from investing activities:
     Proceeds from sale of marketable securities              -           4,750

Net cash provided by (used in) investing activities           -           4,750
                                                    -------------   ------------
Increase (decrease) in cash                               23,842        (35,987)

Cash - beginning of period                                   165         36,152

Cash - end of period                                $     24,007    $       165
                                                    =============   ============



              SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS

                                                      2000              1999
                                                      ----              ----

Purchase of fixed assets through issuance of debt   $       -        $       -
                                                    ===========      ===========
Debt paid through issuance of stock                 $       -        $       -
                                                    ===========      ===========
Stock issued for services                           $ 1,285,259      $ 1,051,500
                                                    ===========      ===========

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






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

                                         F-8

<PAGE>

<TABLE>
<CAPTION>


                    AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Consolidated Statement of Stockholders' Equity
                     For the Years Ended December 31, 2000 and 1999

                                                                                                 Accumulated
                              $.0001 Par Value                  $.001 Par                        Other
                              Common Stock                      Value       Additional           Comprehensive
                              Number                Number      Preferred   Paid-In    Treasury  Income        Accumulated
                              of Shares     Amount  of Shares   Stock       Capital    Stock     (Loss)        Deficit        Total
                              ------------------------------------------------------------------------------------------------------
          <S>                    <C>         <C>      <C>         <C>         <C>        <C>       <C>            <C>          <C>
Balance at December 31, 1998  382,060,312  $38,206  3,089,621  $ 3,090     $7,916,968  (76,886)       -    $(13,728,795) (5,827,417)
                              ------------------------------------------------------------------------------------------------------
Issuance of Shares for:
S-8 options exercised           7,000,000      700                               (700)                                          -
Cash                           54,000,000    5,400                            194,600                                       120,000
Consulting services            65,000,000    6,500                            645,000                                       651,500
Legal services                 40,000,000    4,000                            396,000                                       400,000

Write off of subscription receivable                                                                                         80,000

Sale of Treasury Stock                                                                 76,886                                76,886

Converted from Preferred
shares to Common shares         2,760,000      276 (2,760,000)  (2,760)         2,484                                           -

Adjustment to retained earnings from sale                                                                    3,400,035   3,400,035
of subsidiary

Net loss for the year ended                                                                                 (4,467,050)  (4,467,050)
                              ------------------------------------------------------------------------------------------------------
Balance at December 31, 1999  550,820,312  $55,082    329,621  $   330    $ 9,154,352     -          -    $(14,795,810) $(5,586,047)
                              ------------------------------------------------------------------------------------------------------
Issuance of Shares for:
Subscription receivable        30,000,000    3,000                          1,797,000                                     1,800,000
Consulting services            38,750,000    3,875                            771,125                                       775,000
Legal services                 36,307,781    3,631                            506,628                                       510,259
Collateral on loan (restricted) 30,000,000   3,000                             (3,000)                                          -

Net loss for the year ended                                                                                (2,122,835)   (2,122,835)
Unrealized loss on securities                                                                   (106,651)                  (106,651)
Total Comprehensive income (loss)                                                                                        (2,229,486)
                              ------------------------------------------------------------------------------------------------------
Balance at December 31,2000   685,870,093  $68,588    329,621  $   330    $12,226,105     -     (106,651) $(16,918,645) $(4,730,274)
                              ======================================================================================================

</TABLE>


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

                                           F-9

<PAGE>



                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements
                                 December 31, 2000

1.    Summary of significant accounting policies

      Nature of business and business combinations

      AmeriResource Technologies, Inc., formerly known as KLH Engineering Group,
      Inc. (the Management Company), a Colorado 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 entered into a financing agreement in December 1999 with Jay
      Dello & Associates, Ltd. (Jay Dello) for the purpose of providing
      financing for merger and acquisitions of targeted companies. The financing
      agreement was terminated on or about June 18, 2000 due to non-performance.

      On July 19, 2000 the Company acquired all of the outstanding stock in West
      Texas Real Estate and Resources', Inc. (West Texas) for a convertible note
      payable in the amount of $1,700,000. West Texas owns the rights to certain
      leased oil rights that has a value exceeding $10,000,000 which has been
      reflected in a certified audit report issued to West Texas for the leased
      oil rights.

      At December 31, 1998, the Management Company directly or indirectly owned
      100% of the stock of KLH Engineering of Colorado Springs, KLH Engineering
      of San Mateo, KLH Engineering of Grand Junction, KLH Engineering of
      Lakewood, KLH Engineering of Greeley, and KLH Engineers and Constructors.
      All of the Subsidiaries closed their operations during 1996, with the
      exception of KLH Pueblo which was sold to a third party during 1996. On
      June 30, 1999, the Company sold all its shares to a third party for $550
      in the following subsidiaries:

                  KLH Engineering of Colorado Springs, Inc.
                  KLH Engineering of Lakewood, Inc.
                  KLH Engineering of Grand Junction, Inc.
                  KLH Engineering of Greeley, Inc.
                  KLH Engineering of San Mateo, Inc.
                  KLH Engineering & Constructors, Inc.
                  Morton Technologies, Inc.
                  LBH Engineering, Inc.
                  Coffee Engineering & Surveying, Inc.
                  Scanlon & Associates, Inc.

      Effective December 14, 1998, the Company acquired The Travel Agents Hotel
      Guide, Inc. in a stock purchase agreement.  The Company received all the
      outstanding shares of The Travel Agents Hotel Guide, Inc. (a wholly owned
      subsidiary of Gold Coast Resources, Inc.) in exchange for a convertible
      debenture in the amount of $3,350,000.

      Effective July 1, 1998, the Company acquired First Americans Mortgage
      Corporation (First Americans) in an agreement for the exchange of stock.
      The two shareholders of First Americans transferred 100% of their shares
      in exchange for 45,000,000 shares of the Company's stock (see Note 2).
      First Americans was incorporated on July 31, 1995 in Missouri. On December
      31, 1999, the Company sold 100% of the shares of First Americans to an
      officer of First Americans for $30,000 note receivable. This note is
      payable to the Company over 5 years at the prime interest rate. These
      consolidated statements include First Americans activity from July 1, 1998
      through December 31, 1999.

                                        F-10

<PAGE>



                    AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                        Notes to Consolidated Financial Statements
                                    December 31, 2000

1.    Summary of significant accounting policies (continued)

      On May 13, 1994, the Company entered into an agreement to acquire Tomahawk
      Construction Company, a Missouri corporation (Tomahawk). The acquisition,
      which was completed on July 27, 1994, was accomplished by merging Tomahawk
      into a wholly-owned subsidiary of the Company. Tomahawk then became a
      subsidiary of the Company. This transaction has been treated as a reverse
      acquisition.

      Tomahawk is a Kansas City, Kansas-based general contractor and qualified
      American Indian Minority Business Enterprise specializing in concrete and
      asphalt paving, utilities, grading/site work, structural concrete and
      commercial buildings. Tomahawk was organized on April 12, 1980, as a
      Missouri corporation. Tomahawk had no operations during 1999 or 2000.

      Basis of presentation

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

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

      Principles of consolidation

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

      Cash and cash equivalents

      For the purpose of the statement of cash flows, the Company considers
      currency on hand, demand deposits with banks or other financial
      institutions, money market funds, and other investments with original
      maturities of three months or less to be cash equivalents.

      Escrow funds

      The escrow fund was established solely for the proceeds of securities sold
      by the Company. Upon termination of the financing agreement with Jay
      Dello, approximately $400,000 was removed from this account by Jay Dello,
      JD Guidace, Jerald Delguidice and his associates without the authorization
      of either Delmar A. Janovec or the Company. The Company filed a complaint
      with the Federal Bureau of Investigation in February 2001 regarding this
      matter. As of December 31, 2000, the Company has written-off this amount
      to Other Expense.



                                        F-11

<PAGE>



                    AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                        Notes to Consolidated Financial Statements
                                    December 31, 2000

1.    Summary of significant accounting policies (continued)

      Oil and gas properties

      The oil and gas properties consist of the rights to certain leased oil
      rights that has a value exceeding $10,000,000. These assets have been
      written down to $1,700,000, the value of the note receivable recorded
      related to this asset.

      Property, Plant and Equipment

      The Company's fixed assets are presented at cost. Certain Subsidiaries use
      tax depreciation methods which approximate straight-line. Related
      depreciation and amortization expense for the years ended December 31,
      1999 and 2000, was $33,070 and $0, respectively.

Property, plant and equipment consisted of the following at December 31, 2000:

    Equipment                                $   599,843
    Furniture, fixtures and library              120,989
    Vehicles                                      53,087
    Less accumulated depreciation               (773,919)
                                             -------------
          Net property, plant andequipment            -
                                             -------------

      Stock Subscription Receivable

      The Company issued stock in exchange for a stock subscription receivable.
      Since the receivable was considered uncollectible, it was written off
      during 1999.

      Publication Rights

      The publication rights are for The Travel Agents Hotel Guide. This is a
      publication used by travel agents to sell hotel rooms primarily throughout
      the United States. The rights consist of the publication rights, logo,
      client list and business concept. These rights were deemed worthless
      during 1999 and written off.

      Gain on settlement of debt

      On July 9, 1999, the Company entered into a settlement agreement with
      Industrial State Bank. This agreement reduces the note in the amount of
      $1,071,214 with related accrued interest of $123,789 be reduced to
      $200,000. The $200,000 was subsequently paid off with proceeds from the
      sale of common stock ($120,000) and by an officer of the Company
      ($80,000). This settlement resulted in $995,093 gain on settlement of debt
      recorded in the financial statements.







                                        F-12

<PAGE>



                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements
                                 December 31, 2000

1.    Summary of significant accounting policies (continued)

      Convertible Debentures

      The convertible debentures were issued in the purchase of Gold Coast and
      are guaranteed by Lexington Sales Corporation, Ltd. These debentures pay
      interest of 7% per year (cumulative), payable at the time of each
      conversion until the principal amount is paid in full or has been
      converted. The debentures convert into shares of the Company's common
      stock (par value $.0001) at any time after December 14, 2001. After
      December 14, 2001, the debentures can be converted in whole or part. The
      number of shares issuable upon conversion is determined by dividing the
      principal converted plus accrued interest (less any required withholding)
      by the conversion price in effect on the conversion date. The conversion
      price is the average bid closing price of the Company's common stock for
      the five trading days immediately preceding and ending on the day
      preceding the date of conversion.

      Stock-Based Compensation Plans

      SFAS No. 123, "Accounting for Stock-Based Compensation," allows for either
      the adoption of a fair value method for accounting for stock-based
      compensation plans or for the continuation of accounting under Accounting
      Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
      Employees," and related interpretations with supplemental disclosures.

      The Company has chosen to account for its stock options using the
      intrinsic value based method prescribed in APB Opinion No. 25 and,
      accordingly, does not recognize compensation expense for stock option
      grants made at an exercise price equal to or in excess of the fair market
      value of the stock at the date of grant.

      Comprehensive Income (Loss)

      SFAS No. 130, "Reporting Comprehensive Income" establishes standards for
      the reporting and display of comprehensive income and its components in
      the financial statements. The following types of items, among others, are
      to be considered in computing comprehensive income: foreign currency
      translation adjustments, pension liability adjustments and unrealized
      gain/loss on securities available for sale. For all periods presented
      herein, there were no differences between net income (loss) available to
      common shareholders and comprehensive income (loss).

      Recent Accounting Pronouncements

      In June 1998, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 133, "Accounting for Derivative
      Investments and Hedging Activities" ("SFAS No 133") which establishes
      accounting and reporting standards requiring that every derivative
      instrument be recorded in the balance sheet as either an asset or
      liability measured at its fair value. The statement also requires that
      changes in the derivative's fair value be recognized in earnings unless
      specific hedge accounting criteria are met. SFAS No. 133, as extended by
      SFAS No. 137 and amended by SFAS No. 138, is effective for all fiscal
      quarters beginning after June 15, 2000. The Company does not expect
      adoption of SFAS No. 133 to have an effect on its financial statements.

      In December 1999, the Securities and Exchange Commission issues Staff
      Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
      (SAB 101, which provides guidance on the recognition, presentation and
      disclosure of revenue in financial statements of all public registrants.
      The provisions of SAB 101 are effective for transactions beginning in the
      fourth quarter of fiscal years beginning after December 15, 1999. Since
      the Company did not have any revenues in the year ended December 31, 2000,
      they do not expect adoption of SAB 101 to have an effect on its financial
      statements.

                                        F-13

<PAGE>



                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements
                                 December 31, 2000

1.    Summary of significant accounting policies (continued)

      Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect 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.

      Income tax

      For the years ended December 31, 2000 and 1999, the Company elected to
      file a consolidated tax return and the income tax provision is on a
      consolidated basis. Prior to 1992, the Subsidiaries filed separate
      corporate returns.

      Effective January 1, 1993, the Financial Accounting Standards Board (FASB)
      issued FASB No. 109, "Accounting for Income Taxes". FASB No. 109 requires
      that the current or deferred tax consequences of all events recognized in
      the financial statements be measured by applying the provisions of enacted
      tax laws to determine the amount of taxes payable or refundable currently
      or in future years. There was no impact on from the adoption of this
      standard.

      Deferred income taxes are provided for temporary differences in reporting
      income for financial statement and tax purposes arising from differences
      in the methods of accounting for construction contracts and depreciation.

      Construction contracts are reported for tax purposes and for financial
      statement purposes on the percentage-of-completion method. Accelerated
      depreciation is used for tax reporting, and straight-line depreciation is
      used for financial statement reporting.

      Loss per common share

      Loss per common share is based on the weighted average number of common
      shares outstanding during the period. Options, warrants and convertible
      debt outstanding are not included in the computation because the effect
      would be antidilutive.

2.    Related party transactions

      At December 31, 1999, in addition to the above, there were miscellaneous
      receivables owed from officers. At December 31, 2000 there were no note
      receivables from related parties.

      At December 31, 2000 and 1999, the Company had notes payable balances to
      officers, a former officer and other stockholders (Note 4). In addition,
      there was related interest expense incurred and accrued interest. At
      December 31, 1999 the Company also had a note receivable from a former
      officer and minority shareholder of the Company (Note 3).



                                        F-14

<PAGE>



                  AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Notes to Consolidated Financial Statements
                                 December 31, 2000

2.  Related party transactions (continued)

    The following transactions occurred between the Company and its stockholders
    and its affiliated companies:

    A.  The Company has a note payable to an officer which totals $920,649 (see
        Note 4).

    B.  During 1999, the Company issued 5,000,000 shares of common stock to a
        director for consulting services. This transaction was valued at $.01
        per share.

   The following is a table summarizing the related party transactions described
   above:

                                                     For the Years Ended
                                                         December 31,
                                              --------------------------------
                                                     2000              1999
                                              ------------      ------------

        Note receivable - current             $       -         $  157,133
                                              ===========       ===========
        Accrued interest on notes payable     $  241,588        $  144,003
                                              ===========       ===========
        Notes payable - current               $  920,649        $  552,058
                                              ===========       ===========
        Interest expense on notes payable     $   59,049        $       -
                                              ===========       ===========

3.    Notes receivable

           Notes receivable from First Americans Mortgage Corp, bearing interest
           at the prime rate, principal and interest payments due December 31,
           starting December 31, 2000 through December 31, 2004.
                                                                  30,000
                                                              -------------
           Total Notes Receivable - Other                         30,000

           Less current portion                                  (30,000)
                                                              -------------
           Total Notes Receivable                             $       -
                                                              =============

4.    Notes payable

      The Company had the following notes payable:

      Related Party:

           Note payable to an officer, unsecured.  Note bears interest
           at 8% and is due on demand.                          920,649
                                                             ------------
                Total notes payable - related parties           920,649

                Less current portion                            920,649
                                                             ------------
                Long-term portion                            $       -
                                                             ============


                                        F-15

<PAGE>


                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements
                                 December 31, 2000

4.    Notes payable (continued)

      Others:

              Note dated August 31, 1998, payable to American Factors in the
              original amount of $430,924, secured by 30,000,000 shares of the
              Company's common stock The note bears interest at 9%.

                                                                279,000

              Notes payable to various subcontractors and suppliers for goods
              and services provided in contracts. The notes have no interest
              rate and are paid to the extent a payment for providing services
              or goods on specified contracts are collected. This debt is
              under class 7 of the Plan of Reorganization and is to be paid
              from cash flows of Tomahawk.
                                                                464,643
                                                             -------------
                   Total notes payable                          743,643

                   Less current portion                        (743,643)
                                                             -------------
                   Long-term portion                         $       -
                                                             =============

         Maturities of notes payable at December 31, 2000, are as follows:

                                Year Ended
                               December 31,
                                   2000               1,564,292
                                   2001                      -
                                   2002                      -
                                   2003                      -
                             Thereafter                      -
                                                    -------------
                                                    $ 1,564,292
                                                    =============

      * These obligations are due when Tomahawk is profitable and has cash flow.

5.  Stockholders' equity

    Options

    The Company agreed to issue options to an employee to purchase 3,000,000
    shares of common stock at $.01 per share in exchange for services. These
    options expire on July 1, 2002.  None of these options were exercised during
    2000.

    In addition, the Company issued options to purchase 30,000,000 shares at
    $.06 per share. These options were exercised during the third quarter and
    the proceeds were used to reduce notes payable.

                                        F-16

<PAGE>


                  AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Notes to Consolidated Financial Statements
                                December 31, 2000

5. Stockholders' equity (continued)

The following information is presented with respect to the Company's stock
options:

                                            Number        Weighted  Average
                                            Of Shares       Exercise Price
                                            ----------   ----------------------
Outstanding at December 31, 1997........           -                   -
Granted.................................    15,000,000               0.01
Exercised...............................     8,000,000               0.01
Cancelled...............................           -                   -
                                            ----------   ----------------------
Outstanding at December 31, 1998........     7,000,000               0.01
Granted.................................           -                   -
Exercised...............................     7,000,000               0.01
Cancelled...............................           -                   -
                                            ----------   ----------------------
Outstanding at December 31, 1999........           -                   -
Granted.................................     3,000,000               0.01
Exercised...............................           -                   -
Cancelled...............................           -                   -
                                            ----------   ----------------------
Outstanding at December 31, 2000........    $3,000,000            $  0.01
                                            ==========   ======================

Had compensation expense been recorded for the Company's awards based on fair
value at the grant dates consistent with the methodologies of SFAS No. 123, the
Company's reported net income (loss) available to common shareholders and
earnings per share would have been reduced to the pro forma amounts indicated
below:

                                                For the Years Ended December 31,
                                                --------------------------------
                                                     2000              1999
                                                     ----              ----
Net income (loss) available to common shareholders:
   As reported..................................  $(2,122,835)      $(4,467,050)
   Pro forma....................................   (2,152,835)       (4,467,050)

Basic earnings (loss) per share:
   Common share as reported.....................       (0.003)           (0.009)
   Common share pro forma.......................       (0.003)           (0.009)

Diluted earnings (loss) per share:
   Common share as reported and pro forma.......       (0.003)           (0.009)



                                        F-17

<PAGE>



                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements
                                 December 31, 2000

5.    Stockholders' equity (continued)

      Under SFAS 123, the value of each option granted during 2000 and 1999 was
      estimated on the date of grant using the Black Scholes model with the
      following assumptions: Risk-free interest rate - 6.5%, dividend yield -
      0%, volatility - 19.3% and expected life of the option - 5 years.

      Common stock

      The Company increased its authorized shares from 500,000,000 to
      1,000,000,000 during 1999. During 2000, the Company issued the following
      shares of common stock:

      1.    38,750,000 shares of common stock (10,000,000 restricted shares)
            were issued for consulting services valued at $775,000.  These
            shares were valued at $.02 per share.

      2.    36,308,781 shares of common stock (10,000,000 restricted shares)
            were issued for legal services valued at $510,259. These shares were
            valued at $.02 per share.

      3.    30,000,000 shares of restricted common stock were issued as
            collateral on a note payable to American Factors.

      Preferred stock

      The Company has 20,000,000 of preferred stock $.001 par authorized,
      10,000,000 shares designated as Series A Convertible Preferred Stock and
      10,000,000 shares designated as Series B Convertible Preferred Stock.

      Both Series A and B preferred stock bear a cumulative $.125 per share per
      annum dividend, payable quarterly. The shareholders have a liquidation
      preference of $1.25 per share, and in addition, all unpaid accumulated
      dividends are to be paid before any distributions are made to common
      shareholders. These shares are subject to redemption by the Company, at
      any time 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 1998. Dividends are not payable
      until declared by the Company. At December 31, 2000, the amount of
      dividends in arrears on the preferred stock was $1,780,432.

      During 1999, there was 2,760,000 shares of preferred stock converted to
      2,760,000 shares of common stock.


                                        F-18

<PAGE>


                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements
                                 December 31, 2000

6.    Income tax

      No current or deferred tax provision resulted as there was both an
      accounting and a tax loss for each of the periods presented. The primary
      permanent differences between tax and accounting losses are non-tax
      deductible penalties, losses from closure of subsidiaries and amortization
      of certain goodwill.

      The Company has available for income tax purposes, a net operating loss
      carryforward of approximately $14,000,000 expiring from 2004 to 2007,
      including $970,000 subject to certain recognition limitations. A valuation
      allowance for the full amount of the related deferred tax asset of
      approximately $1,380,000 has not been recorded, since there is more than a
      50 percent chance this will expire unused.

      The significant temporary differences are associated with bad debts,
      deferred compensation and accrued vacation.

      All of the net operating losses carryforward of approximately $14,000,000
      is subject to significant recognition limitations due to the merger with
      Tomahawk.

7.    Closed and sold subsidiaries

      As of December 31, 1996 the following subsidiaries have ceased operations:
      KLH Engineering of Colorado Springs, KLH Engineering of Grand Junction,
      KLH Engineering of Lakewood, KLH Engineering of Greeley, KLH Engineering
      of San Mateo and KLH Engineers and Constructors.

      In April 1996, the Company sold KLH Engineering of Pueblo to an outside
      party for a $40,000 note receivable, $33,433 in cash and $166,567 in
      assumption of debt. During 1998, an allowance of $20,000 was recorded, due
      to the notes questionable collectibilty. During 1999, the balance of
      $20,000 was written off due to uncollectibility.

      On June 30, 1999, the Company sold all its shares to a third party for
      $550 in the following subsidiaries: KLH Engineering of Colorado Springs,
      KLH Engineering of Grand Junction, KLH Engineering of Lakewood, KLH
      Engineering of Greeley, KLH Engineering of San Mateo, KLH Engineers and
      Constructors, Morton Technologies, Inc., LBH Engineering, Inc., Coffee
      Engineering & Surveying, Inc. and Scanlon & Associates, Inc. The assets
      and liabilities of these subsidiaries are not included in the consolidated
      financial statements. The results of operations are included in the
      consolidated financial statements. The sale of the subsidiaries resulted
      in a net loss of $718,717 being recorded in the consolidated financial
      statements.

8.    Profit-sharing plan

      The Company has an employee savings and profit-sharing plan for all
      eligible employees which includes an employees savings plan established
      under the provisions of Internal Revenue Code Section 401(k). The
      Company's contributions to the plan are at the Board of Director's
      discretion, but may not exceed the maximum allowable deduction permitted
      under the Internal Revenue Code at the time of the contribution. No
      contributions were made under this plan in 1997 or 1998. The Company
      distributed 100% of this plan during 1999.


                                        F-19

<PAGE>


                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements
                                 December 31, 2000

9.    Other commitments and contingencies

      The Company's subsidiaries are typically subject to various claims arising
      in the ordinary course of business which usually relate to claims of
      professional negligence or contract breaches.

      The Company believes that all pending professional liability proceedings
      are adequately covered by insurance. However, due to the nature of the
      Company's business, the Company has historically been able to procure
      insurance, but there can be no assurance such insurance will be adequate
      or that it will be renewable or remain available in the future.

      In February 1996, Imperial Premium Finance filed an action in the Superior
      Court of the State of California for the County of Los Angeles. This
      action is for premiums financed for errors and omissions coverage. This
      matter has been settled by allowing a stipulated judgement in the amount
      of $60,000. This obligation is recorded in the contingencies and
      commitments section of the financial statements.

      On September 16, 1994, Tomahawk filed for protection pursuant to Title 11
      of the U.S. Codes under Chapter 11, in the Western District of Missouri,
      Western Division. A plan of reorganization was filed on or about March 9,
      1996 and an Amended Plan of Reorganization on April 29, 1996. The court
      confirmed the amended plan on August 28, 1996.

      Tomahawk filed suit against M.K. Ferguson for work completed in Oak Ridge,
      Tennessee. The claim was settled in May 1997 for the sum of $1,851,444.
      Tomahawk has agreed with its subcontractors to sharing a percentage of the
      delay claim only, in exchange for releases of money owed by Tomahawk.
      Tomahawk has agreed to settle with it's bonding company (USF&G) by paying
      $500,000 for a release of $2,300,000 of bond claims. In addition, Tomahawk
      has agreed to pay Industrial State Bank the sum of $336,000 for release of
      the Bank's claim on the settlement money. Tomahawk will also pay the
      Internal Revenue Service $22,000 for a release of all liens.

      In July 1996, a judgement was entered in favor of Lexington Insurance
      Company in the amount of $39,774 with interest (8%). In December 1997, the
      court entered an order ordering the Company to appear for a hearing in aid
      of execution. A hearing date is to be determined. This obligation is
      recorded as a contingency and commitment.

      In October 1996, the Internal Revenue Service (IRS) placed liens on the
      assets of all of the Company's Colorado and California subsidiaries for
      failure to pay payroll taxes in 1996. The total of the liens is
      approximately $251,000. The Company also faces potential action by the
      State of Colorado.  A payment plan has been established with a director of
      the Company.

      In February 1996, American Factors Group, L.L.C. (American Factors) filed
      suit against the Company and certain subsidiaries for breach of contract
      and fraud in the extension of credit in a factoring agreement. An
      arbitrator was appointed and a hearing was held in July 1998. An award of
      $422,066 was issued in favor of American Factors. The Company agreed to a
      settlement and payment plan which has been reflected in the notes payable
      section of the financial statements.

      Anderson & Associates, Inc. (AAI) obtained a judgment against Tomahawk
      construction in Harris County, Texas in the amount of $3,337. AAI is
      actively continuing their collection efforts for this note. This
      obligation is reflected in the accounts payable section of the financial
      statements.




                                        F-20

<PAGE>



                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements
                                 December 31, 2000

9.    Other commitments and contingencies (continued)

      The Company has defaulted upon interest and principal with respect to a
      $40,819 note in favor of the Roy Lee Johnston Trust (the "Johnston
      Trust"). The Johnston Trust has received a judgement in its favor but has
      been unsuccessful in their attempts to collect. This obligation is
      reflected in the accounts payable section of the financial statements.

      In December 1997, Morthole & Zeppetello (Morthole) commenced action
      against the Company based upon an alleged failure of the Company to pay
      under the terms of a promissory note, dated May 3, 1996. The case was
      dismissed pursuant to a settlement agreement reached by the parties. The
      Company defaulted on the settlement agreement and a judgement was then
      entered in the amount of $8,500 plus interest of 10% per annum from May 3,
      1996 forward and attorney's fees of $1,275. The judgment remains pending,
      therefore no liability has been recorded in the financial statements.

      In January 1998, OCI, Inc. commenced an action against the Company for
      certain temporary services provided for the Company. The amount alleged to
      be owed is $2,436 plus interest. On December 14, 1998, a settlement was
      reached between the parties and the Company will pay the sum of $100 per
      month until the principal amount has been paid. This is recorded in the
      accounts payable section of the financial statements.

      In August 1998, the City of Greenwood Village (the "City"), Colorado filed
      a third party complaint against a subsidiary, KLH Engineering of Lakewood.
      The City alleges that the Company negligently performed inspection
      services with respect to a drainage system constructed in the City by the
      developer, KTC. This was settled with no claim against the Company.

      The Company's subsidiary, KLH Engineers & Constructors, Inc. has defaulted
      on a promissory note to Thomas Little, a former officer of the subsidiary.
      The note became due on November 14, 1996. The principal amount owed is
      $17,500 with 10% interest accruing from the date of the note, October 29,
      1990. This obligation is reflected in the accounts payable section of the
      financial statements.

      In November, 1998, an action was filed against the Company in the District
      Court of Johnson County, Kansas. The plaintiff, Industrial State Bank,
      claims it is owed for non-payment of a line of credit in the amount of
      $1,071,000 which matured in August of 1998. The Company filed a counter
      action against Industrial State Bank for misappropriations of funds. A
      settlement was reached in July 1999.

      An action was filed against a subsidiary, KLH Engineering of San Mateo, by
      Lincoln Property Company, N.C. This action alleged that the Company
      negligently provided construction services. In March of 1999, this action
      was dismissed.

      The convertible debentures issued in the acquisition of Gold Coast are
      guaranteed by Lexington Sales Corporation, Ltd (Lexington). The
      consideration given to Lexington in this transaction consists of Lexington
      receiving 10% of the gross proceeds (if and) when the Company either
      merges or is sold to another party and 20,000,000 shares of the Company's
      stock.


                                        F-21

<PAGE>


                 AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements
                                 December 31, 2000

10.   Marketable securities

      At December 31, 2000 marketable equity securities are stated at their
      lower of aggregate cost or market value. No unrealized or realized holding
      gains occurred during the fiscal year ended December 31, 2000. The Company
      has marketable securities available for sale. No other investments in
      trading or held-to-maturity marketable securities exist as of December 31,
      2000.

                                                        Gross
                                         Cost         Unrealized    Market Value
                                                   Gains/ (Losses)
                                      -----------  ---------------  ------------



Marketable securities available for sale:

4,598,950 shares of restricted common
stock, Kelly's Coffee Group, Inc.     $   116,698    $         -    $   116,698

239,326 shares of restricted common stock,
Oasis Hotels and Casino International
(formerly Flexweight Corporation)         110,241        (106,651)        3,590
                                      -----------  ---------------  ------------
Total marketable securities           $   226,939    $   (106,651)  $   120,288
                                      -----------  ---------------  ------------


11.   Going concern uncertainty

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

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

12.   Bankruptcy proceedings of subsidiary

      On September 16, 1994, Tomahawk filed for protection pursuant to Title 11
      of the U.S. Code under Chapter 11, in the Western District of Missouri. On
      August 28, 1995 the court confirmed the Company's amended plan of
      reorganization. The plan provides for payment of claims through the
      continued operations of the Company, and contingent upon the collection of
      receivables on completed projects. The Company has reclassified various
      payables into long term debt relative to these claims in the amount of
      $464,643.


                                        F-22

<PAGE>


ITEM 8.    CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

On December 31, 2000, the Company's auditor, Crouch, Bierwolf and Associates,
resigned because a conflict of interest had arisen as a result of Mr. Crouch's
representation of the Company in negotiations with unrelated parties. The
Company has appointed Clyde Bailey, P.C. as its auditor which represents a
change in the Company's auditor.

Neither of Crouch, Bierwolf and Associates' reports on the financial statements
for either of the past two fiscal years contained an adverse opinion or
disclaimer of opinion nor were they modified as to uncertainty, audit scope, or
accounting principles.

The Company's board of directors appointed Clyde Bailey, P.C. on March 27, 2001
as the Company's new auditor.

The Company did not have any disagreements with Crouch, Bierwolf and Associates
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the former
accountant's satisfaction, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its report.

Prior to retaining their services, the Company did not consult Crouch, Bierwolf
and Associates regarding the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on the Company's financial statements and Crouch, Bierwolf and
Associates did not provide any written or oral advice on any accounting,
auditing, or financial reporting issue.

The Company anticipates that Clyde Bailey, P.C. will provide this disclosure,
and the Company does expect a letter from Crouch, Bierwolf and Associates
regarding whether it agrees with statements made by the issuer and, if not,
stating the respects in which it does not agree.

The Company will obtain a more recent letter stating that the financial
statements are fairly presented. However, management remains confident these
financial statements fairly present the Company's financial position.

                                    PART III

ITEM  9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors, Executive Officers and Control Persons

  Name               Age         Position(s) and Office(s)
  ----               ---         -------------------------

  Delmar Janovec     52          President, Chief Executive Officer and Director
  Rod Clawson        46          Director





                                       11

<PAGE>



Delmar A. Janovec has served as a director of the Company since May 12, 1994. On
June 27, 1994, he was appointed CEO of the Company. On December 31, 1999, Mr.
Janovec was appointed President of the Company when Dustan Shepherd resigned. 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 a general foreman, superintendent, project manager, and
estimator. For the past fifteen years, he has been the owner and CEO of Tomahawk
Construction Company, a subsidiary of the Company. Mr. Janovec attended
undergraduate studies at Kansas State University.

Rod Clawson has been with the Company since October 1, 1993 and served as Vice
President of the Company and President of KLH Engineers & Constructors, Inc.,
the Company's engineering subsidiary, until June 1, 1998. On August 10, 1995,
Mr. Clawson was made a director of the Company. Before his appointment as a
director of the Company, Mr. Clawson served as the Company's Director of
Marketing. Before joining KLH, Mr. Clawson worked as a manager for other
engineering and industrial companies. Mr. Clawson is a graduate of Regis
University and currently serves as Marketing Director of the Western United
States for another large Engineering & Architecture firm..

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of forms 3, 4 and 5 furnished to the Company, the
Company is not aware of any person, other than Delmar Janovec, who at any time
during the fiscal year ended December 31, 2000, was a director, officer, or
beneficial owner of more than ten percent of the Common Stock of the Company,
and who failed to file, on a timely basis, reports required by Section 16(a) of
the Securities Exchange Act of 1934 during such fiscal year. Janovec filed a
form 4 for stock transactions in October 2000 on November 13, 2000, and a form 4
for transactions in November 2000 on December 12, 2000.

ITEM 10.   EXECUTIVE COMPENSATION

No compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer of the Company during the fiscal years 2000, 1999 and 1998.
The following table provides summary information for the years 2000, 1999 and
1998 concerning cash and noncash compensation paid or accrued by the Company to
or on behalf of the Company's current president, Delmar Janovec. Mr. Janovec has
continued to work without pay since October 1, 1996.

                           SUMMARY COMPENSATION TABLES

                                            Annual Compensation
                           ----------------------------------------------------
     Name and                                                Other Annual
Principal Position  Year    Salary ($)     Bonus ($)       Compensation ($)
-------------------------------------------------------------------------------
  Delmar Janovec,   2000   $100,000 (1)      -0-(2)              -0-
     President
-------------------------------------------------------------------------------
  Delmar Janovec,   1999     $81,000         -0-                 -0-
     President
-------------------------------------------------------------------------------
  Delmar Janovec,   1998     $81,000         -0-                 -0-
     President
-------------------------------------------------------------------------------




                                       12

<PAGE>



         Long Term Compensation
-----------------------------------------
             Awards              Payouts
-----------------------------------------
                         Restricted  Securities Underlying  LTIP     All Other
Name and Principal          Stock          Options/        Payouts  Compensation
     Position      Year  Award(s)($)       SARs(#)           ($)        ($)
-------------------------------------------------------------------------------
 Delmar Janovec,   2000      -0-             -0-             -0-        -0-
    President
-------------------------------------------------------------------------------
 Delmar Janovec,   1999      -0-             -0-             -0-        -0-
    President
-------------------------------------------------------------------------------
 Delmar Janovec,   1998      -0-             -0-             -0-        -0-
    President
-------------------------------------------------------------------------------

(1)  Delmar Janovec has accrued, but not been paid, an annual salary since 1996.

(2)  On January 31, 2001, the Company's Board of Directors granted Delmar A.
     Janovec 30,500,000 shares of the Company's common stock as a bonus for his
     services over several years.

Compensation of Directors

The Company's directors are not compensated for any meeting the board of
directors which they attend.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

The following table sets forth certain information concerning the ownership of
the Company's Common Stock as of March 29, 2001, with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the Company's Common Stock; (ii) all directors; and (iii) directors and
executive officers of the Company as a group. As of March 29, 2001, there were
762,162,093 shares of Common Stock issued and outstanding.


  Title of Class       Name and Address of      Amount and Nature    Percent of
                        Beneficial Owner          of Beneficial        Class
                                                    Ownership
     Class B             Tibor L. Nemeth
 Preferred Stock     165 North Aspen Avenue          177,012            100%
                     Azusa, California 91702
   Common Stock          Delmar Janovec
($0.0001 par value)        8021 Hallet              67,721,361          8.8%
                      Lenexa, Kansas 66215
   Common Stock            Rod Clawson
($0.0001 par value)   8815 East Long Street         21,000,000          2.7%
                      Lenexa, Kansas 66215
   Common Stock      Directors and Executive
($0.0001 par value)    Officers as a Group          41,721,361          5.4%
                         (2 individuals)


                                        13

<PAGE>


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 31, 1999, Dustan Shepherd, the Company's former president, executed
a Share Purchase Agreement with the Company whereby the Company sold all of its
shares of common stock in First Americans Mortgage Company ("FAMC") to Shepherd
for $30,000 payable pursuant to a promissory note. Pursuant to the Share
Purchase Agreement, the Company forgave a June 30, 1999 promissory note owed by
FAMC to Tomahawk.

As of December 31, 2000, the Company was indebted to its president, Delmar
Janovec, in the amount of $920,649.

In connection with the sale of FAMC to Shepherd, FAMC agreed to surrender to the
Company 7,000,000 shares of common stock Kelly's Coffee which had been received
by FAMC for services FAMC and the Company had rendered.

During the quarter ended December 31, 1999, the Company fully resolved its
$1,071,214 debt, plus accrued interest, to Industrial State Bank when the last
portion of the $200,000 settlement proceeds was tendered. Industrial State Bank
had agreed to forgive this debt in exchange for $200,000 and 2,760,000 shares of
the Company's common stock. Previously, Delmar Janovec had transferred shares of
Series A and Series B Preferred Stock convertible into 2,760,000 shares of the
Company's common stock to Industrial State Bank. While the payment of $200,000
and 2,760,000 shares extinguished the Company's debt to Industrial State Bank,
it also extinguished a personal promissory note Janovec had made in favor of
Industrial State Bank in connection with the emergence of Tomahawk out of
bankruptcy. Industrial State Bank was due approximately $3,350,000 from Tomahawk
and would not consent to Tomahawk's Chapter 11 plan of reorganization without
Janovec's personal assumption of this debt. However, Industrial State Bank
agreed to extinguish Janovec's personal note upon settlement of the Company's
$1,071, 214 debt. At the time the Company's debt was resolved, Janovec's
personal note had been reduced to approximately $2,100,000.

BONUSES

On January 31, 2001, the Company's Board of Directors unanimously passed
resolutions in accordance with the Company's desires to reward Delmar A. Janovec
and Rod Clawson for their services over several years by granting them shares of
the Company's common stock as a bonus because neither have ever received a bonus
from the Company for services to the Company.

All of the members of the board of directors of the Company on January 31, 2001,
resolved by written consent effective immediately to issue Janovec 30,500,000
shares of the Company's common stock and Clawson 17,000,000 shares of the
Company's common stock pursuant to the Company's 2000 Stock Option Plan which
was registered on the Company's Form S-8 with the SEC, file number 333-71343.
Janovec was granted 30,500,000 shares of the Company's common stock, and Clawson
was granted 17,000,000 shares of the Company's common stock via Stock Grants
dated January 31, 2001.

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B
     are listed in the Index to Exhibits beginning on page14 of this Form
     10-KSB, which is incorporated herein by reference.



                                       14

<PAGE>



(b)  No reports on Form 8-K were filed on the Company's behalf during the
     quarter ended December 31, 2000.

(c)  A Form 8-K was filed on January 31, 2001, however, regarding the bonus
     compensation to Delmar A. Janovec and Rod Clawson for their services in the
     amount of 30,500,000 and 17,000,000 shares of the Company's Common Stock.


                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this ____ day of June 2001.

                                          AmeriResource Technologies, Inc.

                                           /s/ Delmar Janovec
                                          ------------------------------------
                                          Delmar Janovec, President

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Signature               Title                                Date


/s/ Delmar Janovec
_____________________   President, Chief Executive Officer   June ____, 2001
Delmar Janovec          and Director



/s/ Rod Clawson
_____________________   Director                             June 1, 2001
Rod Clawson

                                       15

<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT     PAGE
NO.         NO.     DESCRIPTION

3(i)        *       Articles of Incorporation of the Company.

3(ii)       *       Bylaws of the Company.

10(iii)     *       August 23, 1999, Stock Purchase Agreement between Staruni
                    Corporation and the Company.

10(iv)      *       July 15, 1999, Stock Purchase Agreement between the Company
                    and Kelly's Coffee Group, Inc.

10(v)       *       July 9, 1999, Settlement Agreement between the Company,
                    Delmar and Marilyn Janovec and Industrial State Bank dated
                    July 1999.

10(vi)      *       June 30, 1999, Share Purchase Agreement by and between the
                    Company and Calbear LLC.

21          **      Subsidiaries of Registrant

23          **      Consent of Auditor


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

** Filed herewith.

                                       16

<PAGE>


                                   EXHIBIT 21

                              LIST OF SUBSIDIARIES
                                       OF
                        AMERIRESOURCE TECHNOLOGIES, INC.

1.    Tomahawk Construction, Inc. was incorporated in Missouri.

2.    The Travel Agent's Hotel Guide, Inc. was incorporated in Nevada.

3.    West Texas Real Estate & Resources, Inc. was incorporated in Texas.



                                       17

<PAGE>

                                                                      Exhibit 23


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


      We hereby consent to the use of our report, dated March 27, 2001, in this
annual report on Form 10-KSB for the year ended December 31, 2000 for
AmeriResource Technologies, Inc.



                                  /s/ Clyde Bailey, P.C.
                                  Clyde Bailey, P.C.


San Antonio, Texas
March 30, 2001

                                       18
</TEXT>
</DOCUMENT>
</SUBMISSION>
