As filed with the Securities and Exchange Commission on May 1, 2003.

File No. 333-                                  Commission file number:  0-20033
------------------------                       --------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       -----------------------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                        AmeriResource Technologies, Inc.
                        --------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                               87-0550824
               --------                               ----------
     (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation or Organization)            Identification Number)

            3430 E. Russell Road, Suite 118, Las Vegas, Nevada 89120
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                            2001 Stock Option Plan of
                  AmeriResource Technologies, Inc., as Amended
                  ---------------------------------------------
                            (Full Title of the Plan)

    Delmar Janovec, 3430 E. Russell Road, Suite 118, Las Vegas, Nevada 89120
    ------------------------------------------------------------------------
            (Name, Address, Including Zip Code, of Agent for Service)

   Telephone number, including area code, of agent for service: (702) 214-4249
                                                                --------------

                         CALCULATION OF REGISTRATION FEE

Title of Securities  Amount of       Proposed         Proposed       Amount of
  to be Registered  Shares to be      Maximum         Maximum      Registration
                   Registered (1)  Offering Price     Aggregate         Fee
                                    Per Share (2)  Offering Price
    Common Stock,    50,000,000       $0.00225        $112,500        $10.00
 par value $0.0001
================================================================================

   (1) Fifty Million (50,000,000) shares were previously registered by the
       Company within the registration statement on Form S-8 (No. 333-89720)
       filed by the Company on June 4, 2002. An additional Fifty Million
       (50,000,000) shares were previously registered by the Company within a
       registration statement on Form S-8 (No. 333-73984) filed by the Company
       on November 26, 2001. An additional Fifty Million (50,000,000) shares
       were previously registered by the Company within the registration
       statement on Form S-8 (No. 333-61256) filed by the Company on May 17,
       2001. A registration fee of $122.00 was paid with the initial filing of
       the registration statement on Form S-8 (No.333-61256) filed by the
       Company on May 17, 2001, a registration fee of $76.56 was paid with the
       filing of the registration statement on Form S-8 (No. 333-73984) filed by
       the Company on November 26, 2001, and a registration fee of $101.20 was
       paid with the filing of the registration statement on Form S-8 (No. 333-
       89720) filed by the Company on June 4, 2002.

   (2) Bona Fide estimate of maximum offering price solely for calculating the
       registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
       based on the average bid and asked price of the registrant's common stock


<PAGE>

       as of April 25, 2003, a date within five business days prior to the date
       of filing of this registration statement.

In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.

                                    Total number of pages:                   10
                                    Index to Exhibits is located on page:    5


<PAGE>



                                EXPLANATORY NOTE

   AmeriResource Technologies, Inc., a Delaware corporation (which may hereafter
be referred to as "we", "us", or "our(s)"), previously registered One Hundred
Fifty Million (150,000,000) shares of our common stock for issuance under the
2001 Stock Option Plan of AmeriResource Technologies, Inc. and amendments
thereto.

   On April 7, 2003, our board of directors adopted an amended 2001 Stock Option
Plan of AmeriResource Technologies, Inc. ("Amended Plan") and authorized for
issuance thereunder an additional Fifty Million (50,000,000) shares of our
common stock which we are now registering.

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The contents of our registration statement on Form S-8 (SEC File No.
333-61256) as filed with the Commission on May 17, 2001, the contents of our
registration statement on Form S-8 (SEC File No. 333-73984) as filed with the
Commission on November 26, 2001, and the contents of our registration statement
on Form S-8 (SEC File No. 333-89720) as filed with the Commission on June 4,
2002 are hereby incorporated by reference.

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

   1. Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2002.

   2. All reports filed by us with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year ended December 31, 2002.

   3. The description and specimen certificate of our common stock, par value
$0.0001 ("Common Stock"), contained in our registration statement under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

   Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such securities then remaining unsold, all reports and other documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
1934 Act shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

   N/A

Item 5.  Interests of Named Experts and Counsel.

   N/A

Item 6.  Indemnification of Directors and Officers.

   N/A

Item 7.  Exemption from Registration Claimed.

   N/A



                                        2

<PAGE>

Item 8.  Exhibits.

   The Exhibit Index preceding the exhibits is incorporated herein by reference.

Item 9.  Undertakings.

   (a) We hereby undertake:

      (1) To file, during any period in which we offer or sell securities, a
      post-effective amendment to this registration statement to include any
      material information with respect to the plan of distribution not
      previously disclosed in the registration statement or any material change
      to such information in the registration statement.

      (2) To treat, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment as a new
      registration statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.

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

   (b) We hereby undertake that, for purposes of determining any liability under
the Securities Act, each filing of our annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this registration statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on April 30, 2003.

                                   AMERIRESOURCE TECHNOLOGIES, INC.


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



                                       3
<PAGE>

                                POWER OF ATTORNEY

   The undersigned directors and officers of AMERIRESOURCE TECHNOLOGIES, INC.
hereby constitute and appoint Delmar Janovec, with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorney-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                         Title                    Date


/s/ Delmar Janovec                President, Chief Executive    April 30, 2003
------------------------          Officer, Principal Financial
Delmar Janovec                    Officer, and Director


/s/ Rod Clawson                   Director                      April 30, 2003
------------------------
Rod Clawson


                                        4

<PAGE>



                                INDEX TO EXHIBITS


  SEC Ref.       Page     Description of Exhibit
    No.          No.
  --------       ----     ----------------------
     4            6       2001 Stock Option Plan, as amended

    5,23          8       Opinion and Consent of Counsel

     23           10      Consent of Accountant



                                        5

<PAGE>



                                                                     Exhibit 4

                   AMENDED AND RESTATED 2001 STOCK OPTION PLAN
                                       OF
                        AMERIRESOURCE TECHNOLOGIES, INC.

   WHEREAS, AmeriResource Technologies, Inc., a Delaware corporation (the
"Company") has heretofore adopted and maintains the 2001 Stock Option Plan of
AmeriResource Technologies, Inc. (the "Plan") for the benefit of eligible
employees of the Company and participating affiliates;

   WHEREAS, the Company has heretofore restated and amended the Plan to increase
the amount of shares of its common stock subject to the Plan from Fifty Million
(50,000,000) shares to One Hundred Fifty Million (150,000,000) shares;

   WHEREAS, the Company desires to again restate and amend the Plan to increase
the amount of shares of its common stock subject to the Plan from One Hundred
Fifty Million (150,000,000) shares to Two Hundred Million (200,000,000) shares,
intending thereby to provide an uninterrupted and continuing program of
benefits;

   NOW THEREFORE, the Plan is hereby restated with the following amendments
effective as of April 7, 2003.

The introductory paragraph of the Plan is hereby amended and restated as
follows:

   AmeriResource Technologies, Inc., a Delaware corporation (the "Company"),
hereby adopts the Amended and Restated 2001 Stock Option Plan of AmeriResource
Technologies, Inc. (this "Plan"), on this 7th day of April 2003. Under this
Plan, the Company may grant options to acquire (the "Options") Two Hundred
Million (200,000,000) shares of its common stock, par value $0.0001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein. In addition, at the discretion of
the Board of Directors, options to acquire stock of the Company may from time to
time be granted under this Plan to other individuals, including consultants or
advisors, who contribute to the success of the Company or its subsidiaries and
are not employees of the Company or its subsidiaries, provided that bona fide
services shall be rendered by consultants and advisors and such services shall
not be in connection with the offer or sale of securities in a capital- raising
transaction and do not directly or indirectly promote or maintain a market in
our securities.

Paragraph 3 of the Plan is hereby amended and restated as follows:

3.    Shares of Stock Subject to this Plan.  A total of Two Hundred Million
(200,000,000) shares of Stock may be subject to, or issued pursuant to, Options
granted under this Plan.

Paragraph 13 of the Plan is hereby amended and restated as follows:

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five (5) years from the date first appearing in
this Plan or the date on which the Two Hundred Millionth (200,000,000th) share
is issued hereunder.


ATTEST:


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

                                        6

<PAGE>



                                                                 Exhibit 5, 23


                               CLETHA A. WALSTRAND
                                 ATTORNEY AT LAW
                           8 EAST BROADWAY, SUITE 609
                            SALT LAKE CITY, UT 84111
                     OFFICE: 801-363-0890 FAX: 801-363-8512
                             cwalstrand@networld.com



                                 April 30, 2003


The Board of Directors
AmeriResource Technologies, Inc.
3430 E. Russell Road, Suite 118
Las Vegas,  NV  89120

Gentlemen:

      We have been retained by AmeriResource Technologies, Inc., (the
"Company"), in connection with the Registration Statement on Form S-8 filed by
the Company with the Securities and Exchange Commission (the "Registration
Statement") relating to 50,000,000 shares of common stock, par value $0.0001 per
share. You have requested that we render an opinion as to whether the common
stock as proposed to be issued on the terms set forth in the Registration
Statement will be validly issued, fully paid and non-assessable.

      In connection with this engagement, we have examined the following:

      1. the articles of incorporation of the Company, and any amendments
         thereto;

      2. the bylaws of the Company;

      3. unanimous consents of the board of directors; and

      4. the Registration Statement.

      We have examined such other corporate records and documents and have made
such other examinations as we deemed relevant. We have also discussed the
documents examined and relied upon in rendering this opinion with one or more
directors and executive officers of the Company, and in all instances, have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted as originals, the
conformity with the original documents of all documents submitted as certified
or photostatic copies and the authenticity of the originals of such copies. We
have further assumed that the recipients of these Securities under the plan will
have paid the consideration required under the terms of the Plan prior to the
issuance of the Securities, and that none of the services performed by the
recipients shall be related to "capital raising" transactions.

      Based upon the above examination, we are of the opinion that the shares of
common stock proposed to be issued pursuant to the Registration Statement, are
validly authorized and, when issued in accordance with the terms set forth in
the Registration Statement, will be validly issued, fully paid, and
non-assessable.

     This opinion is expressly limited in scope to the Securities described
herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,

                                        7

<PAGE>



pertaining to services performed in the future. Any such transactions are
required to be included in a new registration statement or a post-effective
amendment to the above referenced Registration Statement, which will be required
to include a revised or a new opinion concerning the legality of the Securities
to be issued.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; however, this opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our prior written
consent.



                                       Sincerely yours,

                                       /s/ Cletha A. Walstrand
                                       ------------------------
                                       Cletha A. Walstrand
                                       Attorney at Law



                                        8

<PAGE>



                                                                    Exhibit 23

CLYDE BAILEY P.C.
--------------------------------------------------------------------------------

                                                   Certified Public Accountant
                                                      10924 Vance Jackson #404
                                                      San Antonio, Texas 78230
                                                          (210) 699-1287(ofc.)
                                         (888) 699-1287 / (210) 691-2911 (fax)

                                                                       Member:
                                                   American Institute of CPA's
                                                        Texas Society of CPA's


April 7, 2003

Board of Directors
AmeriResource Technologies, Inc.
3430 Russell Road, Suite 118
Las Vegas, Nevada  89120

   RE:  Use of Financial Statements in Form S-8 Registration Statement

Dear Board of Directors:

As independent public accountants for AmeriResource Technologies, Inc., a
Delaware corporation (the "Company"), we hereby consent to the use of our report
included in the annual report of the Company on Form 10-KSB for the year ended
December 31, 2002 in the Company's Form S-8 registration statement.

Sincerely,

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

                                        9
[{"type": "S-8", "sequence": "1", "filename": "forms8403.txt", "secsgml_size_bytes": 19801}]
{"company-data": {"conformed-name": "AMERIRESOURCE TECHNOLOGIES INC", "cik": "0000876490", "assigned-sic": "8711", "irs-number": "841084784", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104918", "film-number": "03677593"}, "business-address": {"street1": "4445 SOUTH JONES BLVD SUITE 2", "city": "LAS VEGAS", "state": "NV", "zip": "89103", "phone": "9138599292"}, "mail-address": {"street1": "4445 SOUTH JONES BLVD SUITE 2", "city": "LAS VEGAS", "state": "NV", "zip": "89103"}, "former-company": {"former-conformed-name": "KLH ENGINEERING GROUP INC", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on May 1, 2003.

File No. 333-                                  Commission file number:  0-20033
------------------------                       --------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       -----------------------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                        AmeriResource Technologies, Inc.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                               87-0550824
               --------                               ----------
     (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation or Organization)            Identification Number)

            3430 E. Russell Road, Suite 118, Las Vegas, Nevada 89120
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                            2001 Stock Option Plan of
                  AmeriResource Technologies, Inc., as Amended
                  ---------------------------------------------
                            (Full Title of the Plan)

    Delmar Janovec, 3430 E. Russell Road, Suite 118, Las Vegas, Nevada 89120
    ------------------------------------------------------------------------
            (Name, Address, Including Zip Code, of Agent for Service)

   Telephone number, including area code, of agent for service: (702) 214-4249
                                                                --------------

                         CALCULATION OF REGISTRATION FEE

Title of Securities  Amount of       Proposed         Proposed       Amount of
  to be Registered  Shares to be      Maximum         Maximum      Registration
                   Registered (1)  Offering Price     Aggregate         Fee
                                    Per Share (2)  Offering Price
    Common Stock,    50,000,000       $0.00225        $112,500        $10.00
 par value $0.0001
================================================================================

   (1) Fifty Million (50,000,000) shares were previously registered by the
       Company within the registration statement on Form S-8 (No. 333-89720)
       filed by the Company on June 4, 2002. An additional Fifty Million
       (50,000,000) shares were previously registered by the Company within a
       registration statement on Form S-8 (No. 333-73984) filed by the Company
       on November 26, 2001. An additional Fifty Million (50,000,000) shares
       were previously registered by the Company within the registration
       statement on Form S-8 (No. 333-61256) filed by the Company on May 17,
       2001. A registration fee of $122.00 was paid with the initial filing of
       the registration statement on Form S-8 (No.333-61256) filed by the
       Company on May 17, 2001, a registration fee of $76.56 was paid with the
       filing of the registration statement on Form S-8 (No. 333-73984) filed by
       the Company on November 26, 2001, and a registration fee of $101.20 was
       paid with the filing of the registration statement on Form S-8 (No. 333-
       89720) filed by the Company on June 4, 2002.

   (2) Bona Fide estimate of maximum offering price solely for calculating the
       registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
       based on the average bid and asked price of the registrant's common stock
as of April 25, 2003, a date within five business days prior to the date
       of filing of this registration statement.

In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.

                                    Total number of pages:                   10
                                    Index to Exhibits is located on page:    5
EXPLANATORY NOTE

   AmeriResource Technologies, Inc., a Delaware corporation (which may hereafter
be referred to as "we", "us", or "our(s)"), previously registered One Hundred
Fifty Million (150,000,000) shares of our common stock for issuance under the
2001 Stock Option Plan of AmeriResource Technologies, Inc. and amendments
thereto.

   On April 7, 2003, our board of directors adopted an amended 2001 Stock Option
Plan of AmeriResource Technologies, Inc. ("Amended Plan") and authorized for
issuance thereunder an additional Fifty Million (50,000,000) shares of our
common stock which we are now registering.

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The contents of our registration statement on Form S-8 (SEC File No.
333-61256) as filed with the Commission on May 17, 2001, the contents of our
registration statement on Form S-8 (SEC File No. 333-73984) as filed with the
Commission on November 26, 2001, and the contents of our registration statement
on Form S-8 (SEC File No. 333-89720) as filed with the Commission on June 4,
2002 are hereby incorporated by reference.

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

   1. Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2002.

   2. All reports filed by us with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year ended December 31, 2002.

   3. The description and specimen certificate of our common stock, par value
$0.0001 ("Common Stock"), contained in our registration statement under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

   Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such securities then remaining unsold, all reports and other documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
1934 Act shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

   N/A

Item 5.  Interests of Named Experts and Counsel.

   N/A

Item 6.  Indemnification of Directors and Officers.

   N/A

Item 7.  Exemption from Registration Claimed.

   N/A

                                        2
Item 8.  Exhibits.

   The Exhibit Index preceding the exhibits is incorporated herein by reference.

Item 9.  Undertakings.

   (a) We hereby undertake:

      (1) To file, during any period in which we offer or sell securities, a
      post-effective amendment to this registration statement to include any
      material information with respect to the plan of distribution not
      previously disclosed in the registration statement or any material change
      to such information in the registration statement.

      (2) To treat, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment as a new
      registration statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.

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

   (b) We hereby undertake that, for purposes of determining any liability under
the Securities Act, each filing of our annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this registration statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on April 30, 2003.

                                   AMERIRESOURCE TECHNOLOGIES, INC.

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

                                       3
POWER OF ATTORNEY

   The undersigned directors and officers of AMERIRESOURCE TECHNOLOGIES, INC.
hereby constitute and appoint Delmar Janovec, with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorney-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                         Title                    Date

/s/ Delmar Janovec                President, Chief Executive    April 30, 2003
------------------------          Officer, Principal Financial
Delmar Janovec                    Officer, and Director

/s/ Rod Clawson                   Director                      April 30, 2003
------------------------
Rod Clawson

                                        4
INDEX TO EXHIBITS

  SEC Ref.       Page     Description of Exhibit
    No.          No.
  --------       ----     ----------------------
     4            6       2001 Stock Option Plan, as amended

    5,23          8       Opinion and Consent of Counsel

     23           10      Consent of Accountant

                                        5
Exhibit 4

                   AMENDED AND RESTATED 2001 STOCK OPTION PLAN
                                       OF
                        AMERIRESOURCE TECHNOLOGIES, INC.

   WHEREAS, AmeriResource Technologies, Inc., a Delaware corporation (the
"Company") has heretofore adopted and maintains the 2001 Stock Option Plan of
AmeriResource Technologies, Inc. (the "Plan") for the benefit of eligible
employees of the Company and participating affiliates;

   WHEREAS, the Company has heretofore restated and amended the Plan to increase
the amount of shares of its common stock subject to the Plan from Fifty Million
(50,000,000) shares to One Hundred Fifty Million (150,000,000) shares;

   WHEREAS, the Company desires to again restate and amend the Plan to increase
the amount of shares of its common stock subject to the Plan from One Hundred
Fifty Million (150,000,000) shares to Two Hundred Million (200,000,000) shares,
intending thereby to provide an uninterrupted and continuing program of
benefits;

   NOW THEREFORE, the Plan is hereby restated with the following amendments
effective as of April 7, 2003.

The introductory paragraph of the Plan is hereby amended and restated as
follows:

   AmeriResource Technologies, Inc., a Delaware corporation (the "Company"),
hereby adopts the Amended and Restated 2001 Stock Option Plan of AmeriResource
Technologies, Inc. (this "Plan"), on this 7th day of April 2003. Under this
Plan, the Company may grant options to acquire (the "Options") Two Hundred
Million (200,000,000) shares of its common stock, par value $0.0001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein. In addition, at the discretion of
the Board of Directors, options to acquire stock of the Company may from time to
time be granted under this Plan to other individuals, including consultants or
advisors, who contribute to the success of the Company or its subsidiaries and
are not employees of the Company or its subsidiaries, provided that bona fide
services shall be rendered by consultants and advisors and such services shall
not be in connection with the offer or sale of securities in a capital- raising
transaction and do not directly or indirectly promote or maintain a market in
our securities.

Paragraph 3 of the Plan is hereby amended and restated as follows:

3.    Shares of Stock Subject to this Plan.  A total of Two Hundred Million
(200,000,000) shares of Stock may be subject to, or issued pursuant to, Options
granted under this Plan.

Paragraph 13 of the Plan is hereby amended and restated as follows:

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five (5) years from the date first appearing in
this Plan or the date on which the Two Hundred Millionth (200,000,000th) share
is issued hereunder.

ATTEST:

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

                                        6
Exhibit 5, 23

                               CLETHA A. WALSTRAND
                                 ATTORNEY AT LAW
                           8 EAST BROADWAY, SUITE 609
                            SALT LAKE CITY, UT 84111
                     OFFICE: 801-363-0890 FAX: 801-363-8512
                             cwalstrand@networld.com

                                 April 30, 2003

The Board of Directors
AmeriResource Technologies, Inc.
3430 E. Russell Road, Suite 118
Las Vegas,  NV  89120

Gentlemen:

      We have been retained by AmeriResource Technologies, Inc., (the
"Company"), in connection with the Registration Statement on Form S-8 filed by
the Company with the Securities and Exchange Commission (the "Registration
Statement") relating to 50,000,000 shares of common stock, par value $0.0001 per
share. You have requested that we render an opinion as to whether the common
stock as proposed to be issued on the terms set forth in the Registration
Statement will be validly issued, fully paid and non-assessable.

      In connection with this engagement, we have examined the following:

      1. the articles of incorporation of the Company, and any amendments
         thereto;

      2. the bylaws of the Company;

      3. unanimous consents of the board of directors; and

      4. the Registration Statement.

      We have examined such other corporate records and documents and have made
such other examinations as we deemed relevant. We have also discussed the
documents examined and relied upon in rendering this opinion with one or more
directors and executive officers of the Company, and in all instances, have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted as originals, the
conformity with the original documents of all documents submitted as certified
or photostatic copies and the authenticity of the originals of such copies. We
have further assumed that the recipients of these Securities under the plan will
have paid the consideration required under the terms of the Plan prior to the
issuance of the Securities, and that none of the services performed by the
recipients shall be related to "capital raising" transactions.

      Based upon the above examination, we are of the opinion that the shares of
common stock proposed to be issued pursuant to the Registration Statement, are
validly authorized and, when issued in accordance with the terms set forth in
the Registration Statement, will be validly issued, fully paid, and
non-assessable.

     This opinion is expressly limited in scope to the Securities described
herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,

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pertaining to services performed in the future. Any such transactions are
required to be included in a new registration statement or a post-effective
amendment to the above referenced Registration Statement, which will be required
to include a revised or a new opinion concerning the legality of the Securities
to be issued.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; however, this opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our prior written
consent.

                                       Sincerely yours,

                                       /s/ Cletha A. Walstrand
                                       ------------------------
                                       Cletha A. Walstrand
                                       Attorney at Law

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Exhibit 23

CLYDE BAILEY P.C.
--------------------------------------------------------------------------------

                                                   Certified Public Accountant
                                                      10924 Vance Jackson #404
                                                      San Antonio, Texas 78230
                                                          (210) 699-1287(ofc.)
                                         (888) 699-1287 / (210) 691-2911 (fax)

                                                                       Member:
                                                   American Institute of CPA's
                                                        Texas Society of CPA's

April 7, 2003

Board of Directors
AmeriResource Technologies, Inc.
3430 Russell Road, Suite 118
Las Vegas, Nevada  89120

   RE:  Use of Financial Statements in Form S-8 Registration Statement

Dear Board of Directors:

As independent public accountants for AmeriResource Technologies, Inc., a
Delaware corporation (the "Company"), we hereby consent to the use of our report
included in the annual report of the Company on Form 10-KSB for the year ended
December 31, 2002 in the Company's Form S-8 registration statement.

Sincerely,

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

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