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,            500,000,000                .002            $1,000,000       $126.70
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. 6 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 five hundred million (500,000,000)  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.  The contents of Post-
effective Amendment  No.  5 to the Registration Statement on Form S-8 (file No.
333-139860) filed with the  Securities  and  Exchange Commission on  January 9,
2007 under which one hundred twenty-five million (125,000,000) 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.  6 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 May 10, 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		May 10, 2007
------------------	Officer, Principal Financial
Delmar Janovec		Officer, Principal Accounting
			Officer, and Chairman of the
			Board of Directors



                                 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)            Amended 2005 Stock Incentive Plan

      23                Consent  of  Auditors  to utilize independent auditor's
			report.
[{"type": "S-8", "sequence": "1", "filename": "ls8051407.txt", "description": "AMERIRESOURCE TECHNOLOGIES, INC. FORM S-8", "secsgml_size_bytes": 6793}]
{"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": "333-142919", "film-number": "07846947"}, "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,            500,000,000                .002            $1,000,000       $126.70
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. 6 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 five hundred million (500,000,000)  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.  The contents of Post-
effective Amendment  No.  5 to the Registration Statement on Form S-8 (file No.
333-139860) filed with the  Securities  and  Exchange Commission on  January 9,
2007 under which one hundred twenty-five million (125,000,000) 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.  6 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 May 10, 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		May 10, 2007
------------------	Officer, Principal Financial
Delmar Janovec		Officer, Principal Accounting
			Officer, and Chairman of the
			Board of Directors

                                 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)            Amended 2005 Stock Incentive Plan

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