UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                  Post Effective Amendment No. 5 to Form S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933


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


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



           3440 E. RUSSELL ROAD, SUITE 217, LAS VEGAS, NEVADA 89120
	 ------------------------------------------------------------
         (Address of Principal Executive Offices)          (Zip Code)



                          2005 STOCK INCENTIVE PLAN
			  -------------------------
                           (Full Title of the Plan)



   DELMAR JANOVEC, 3440 E. RUSSELL ROAD, SUITE 217, 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



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


                        CALCULATION OF REGISTRATION FEE
     			-------------------------------

Title of each class     Amount to  	Proposed Maximum     Proposed Maximum    Amount of
 of securities to     be Registered      Offering Price     Aggregate Offering  Registration
   be Registered 			  Per Share (1)	          Price             Fee
-------------------   -------------	----------------    ------------------	------------

COMMON STOCK,          125,000,000                .00508              $635,000        $80.45
PAR VALUE $0.0001

</TABLE>

      (1)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  Jan. 5, 2007 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.



                               EXPLANATORY NOTE

      This Post-Effective Amendment No. 5 to the Registration Statement on Form
S-8  of  AmeriResource  Technologies,  Inc.  (the  "Registrant") is being filed
pursuant  to  General  Instruction  E  of  Form  S-8  in  connection  with  the
registration  of  an  additional one hundred twenty-five million  (125,000,000)
shares of the Registrant's  common  stock,  $0.0001 par value ("Common Stock").
The contents of the Registration Statement on  Form  S-8 (File No. 333-124381),
filed by the Registrant with the Securities and Exchange  Commission  on  April
27,  2005  under  which twenty-five million (25,000,000) shares of Common Stock
were registered for  issuance,  are  incorporated by reference. The contents of
the Post Effective Amendment No. 1 to  the  Registration  Statement on Form S-8
(File No. 333-124381), filed by the Registrant with the Securities and Exchange
Commission on September 30, 2005 under which thirty million (30,000,000) shares
of  Common Stock were registered for issuance, are incorporated  by  reference.
The contents  of  the  Post  Effective  Amendment  No.  2  to  the Registration
Statement on Form S-8 (File No. 333-124381), filed by the Registrant  with  the
Securities  and  Exchange  Commission  on  January  20,  2006 under which fifty
million (50,000,000) shares of Common Stock were registered  for  issuance, are
incorporated by reference.  The contents of Post Effective Amendment  No.  3 to
the  Registration  Statement  on  Form  S-8 (file No. 333-124381), filed by the
Registrant with the Securities and Exchange  Commission  on  May  9, 2006 under
which one hundred million (100,000,000) shares of Common Stock were  registered
for  issuance,  are  incorporated  by reference. The contents of Post Effective
Amendment No. 4 to the Registration  Statement  on  Form  S-8  (file  No.  333-
124381), filed by the Registrant with the Securities and Exchange Commission on
September  1,  2006  under  which  one  hundred million (100,000,000) shares of
Common Stock were registered for issuance, are incorporated by reference.


PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

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


                                  SIGNATURES

      Pursuant to the requirements of the  Securities  Act of 1933, as amended,
the  Registrant certifies that it has reasonable grounds  to  believe  that  it
meets  all  the  requirements  for  filing on Form S-8 and has duly caused this
Post-Effective No. 5 to the Registration  Statement  to be signed on its behalf
by the undersigned, thereunto duly authorized, in the  city of Las Vegas, State
of Nevada on January 8, 2007.


AMERIRESOURCE TECHNOLOGIES, INC.

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

      Pursuant to the requirements of the Securities Act  of  1933, as amended,
this  Post-Effective  Amendment  No. 5 to the registration Statement  has  been
signed by the following persons in  capacities representing the majority of the
Registrant's Board of Directors and on the dates indicated.


NAME                 TITLE                                 DATE
------------------   -----------------------------------   ---------------

/s/ Delmar Janovec   President, Chief Executive Officer,   January 8, 2007
------------------   Principal Financial Officer,
Delmar Janovec	     Principal Accounting Officer, and
		     Chairman of the Board of Directors

<PAGE>
                                 EXHIBIT INDEX
      			EXHIBIT INDEX


ITEM NO.     DESCRIPTION
--------     ------------------------------------------------------------
   5         Opinion of Legal Counsel.

   10        AmeriResource 2005 Stock Incentive Plan. (Incorporated
             by  reference from the Company's Form S-8, file number
             33-124381, effective on April 27, 2005.).

   10 (i)    Amendment to Plan

   23        Consent of Auditors to utilize independent auditor's report.
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{"company-data": {"conformed-name": "AMERIRESOURCE TECHNOLOGIES INC", "cik": "0000876490", "assigned-sic": "7389", "irs-number": "841084784", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139860", "film-number": "07518821"}, "business-address": {"street1": "3440 E. RUSSELL ROAD", "street2": "SUITE 217", "city": "LAS VEGAS", "state": "NV", "zip": "89120", "phone": "702-214-4245"}, "mail-address": {"street1": "3440 E. RUSSELL ROAD", "street2": "SUITE 217", "city": "LAS VEGAS", "state": "NV", "zip": "89120"}, "former-company": {"former-conformed-name": "KLH ENGINEERING GROUP INC", "date-changed": "19930328"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                  Post Effective Amendment No. 5 to Form S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

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

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

           3440 E. RUSSELL ROAD, SUITE 217, LAS VEGAS, NEVADA 89120
	 ------------------------------------------------------------
         (Address of Principal Executive Offices)          (Zip Code)

                          2005 STOCK INCENTIVE PLAN
			  -------------------------
                           (Full Title of the Plan)

   DELMAR JANOVEC, 3440 E. RUSSELL ROAD, SUITE 217, 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 each class     Amount to  	Proposed Maximum     Proposed Maximum    Amount of
 of securities to     be Registered      Offering Price     Aggregate Offering  Registration
   be Registered 			  Per Share (1)	          Price             Fee
-------------------   -------------	----------------    ------------------	------------

COMMON STOCK,          125,000,000                .00508              $635,000        $80.45
PAR VALUE $0.0001
(1)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  Jan. 5, 2007 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.

                               EXPLANATORY NOTE

      This Post-Effective Amendment No. 5 to the Registration Statement on Form
S-8  of  AmeriResource  Technologies,  Inc.  (the  "Registrant") is being filed
pursuant  to  General  Instruction  E  of  Form  S-8  in  connection  with  the
registration  of  an  additional one hundred twenty-five million  (125,000,000)
shares of the Registrant's  common  stock,  $0.0001 par value ("Common Stock").
The contents of the Registration Statement on  Form  S-8 (File No. 333-124381),
filed by the Registrant with the Securities and Exchange  Commission  on  April
27,  2005  under  which twenty-five million (25,000,000) shares of Common Stock
were registered for  issuance,  are  incorporated by reference. The contents of
the Post Effective Amendment No. 1 to  the  Registration  Statement on Form S-8
(File No. 333-124381), filed by the Registrant with the Securities and Exchange
Commission on September 30, 2005 under which thirty million (30,000,000) shares
of  Common Stock were registered for issuance, are incorporated  by  reference.
The contents  of  the  Post  Effective  Amendment  No.  2  to  the Registration
Statement on Form S-8 (File No. 333-124381), filed by the Registrant  with  the
Securities  and  Exchange  Commission  on  January  20,  2006 under which fifty
million (50,000,000) shares of Common Stock were registered  for  issuance, are
incorporated by reference.  The contents of Post Effective Amendment  No.  3 to
the  Registration  Statement  on  Form  S-8 (file No. 333-124381), filed by the
Registrant with the Securities and Exchange  Commission  on  May  9, 2006 under
which one hundred million (100,000,000) shares of Common Stock were  registered
for  issuance,  are  incorporated  by reference. The contents of Post Effective
Amendment No. 4 to the Registration  Statement  on  Form  S-8  (file  No.  333-
124381), filed by the Registrant with the Securities and Exchange Commission on
September  1,  2006  under  which  one  hundred million (100,000,000) shares of
Common Stock were registered for issuance, are incorporated by reference.

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

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

      Pursuant to the requirements of the  Securities  Act of 1933, as amended,
the  Registrant certifies that it has reasonable grounds  to  believe  that  it
meets  all  the  requirements  for  filing on Form S-8 and has duly caused this
Post-Effective No. 5 to the Registration  Statement  to be signed on its behalf
by the undersigned, thereunto duly authorized, in the  city of Las Vegas, State
of Nevada on January 8, 2007.

AMERIRESOURCE TECHNOLOGIES, INC.

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

      Pursuant to the requirements of the Securities Act  of  1933, as amended,
this  Post-Effective  Amendment  No. 5 to the registration Statement  has  been
signed by the following persons in  capacities representing the majority of the
Registrant's Board of Directors and on the dates indicated.

NAME                 TITLE                                 DATE
------------------   -----------------------------------   ---------------

/s/ Delmar Janovec   President, Chief Executive Officer,   January 8, 2007
------------------   Principal Financial Officer,
Delmar Janovec	     Principal Accounting Officer, and
		     Chairman of the Board of Directors
EXHIBIT INDEX
      			EXHIBIT INDEX

ITEM NO.     DESCRIPTION
--------     ------------------------------------------------------------
   5         Opinion of Legal Counsel.

   10        AmeriResource 2005 Stock Incentive Plan. (Incorporated
             by  reference from the Company's Form S-8, file number
             33-124381, effective on April 27, 2005.).

   10 (i)    Amendment to Plan

   23        Consent of Auditors to utilize independent auditor's report.