UNITED STATES
                      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                   			   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)



                          2007 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>
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                        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,          1,000,000,000              .00128            $1,280,000       $162.17
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 July 19, 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

     Registration Statement pursuant to General Instruction E to Form S-8
         2007 Stock Incentive Plan of AmeriResource Technologies, Inc.

      This  Registration  Statement  is  being  filed  to  reflect the Board of
Directors  of  AmeriResource Technologies, Inc. (the Company)  instructions  to
file  a  new Stock  Incentive  Plan  for  2007  whereby  the  Company  will  be
registering with this Registration Statement One Billion (1,000,000,000) shares
of common stock of the Company.

      The total number of shares registered under the 2007 Stock Incentive Plan
of AmeriResource Technologies, Inc. will be One Billion (1,000,000,000) shares.

         2007 STOCK INCENTIVE PLAN OF AMERIRESOURCE TECHNOLOGIES, INC.
                 CROSS-REFERENCE SHEET PURSUANT TO RULE 404(A)

      Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings Prospectus Heading

1.    Plan Information                           Section 10(a) Prospectus

2.    Registrant Information and                 Section 10(a) Prospectus
      Employee Plan Annual Information


PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following  documents  filed  by  AmeriResource Technologies, Inc., a
Delaware  corporation  (the  "Company"),  with  the   Securities  and  Exchange
Commission (the Commission") are hereby incorporated by reference:

      1. The Company's Annual Report on Form 10-KSB for  the  fiscal year ended
December 31, 2006.

      2. All  reports  filed  by  the  Company 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, 2006.

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

ITEM 4. DESCRIPTION OF SECURITIES

      The  common  stock  of  the  Company  being registered pursuant  to  this
Registration  Statement  is  part  of a class of  securities  registered  under
Section 12 of the Exchange Act. The  securities  are described in the Form S-18
Registration Statement filed on September 16, 1988  under the Securities Act of
1933,  as  amended (the "Securities Act"), including any  amendment  or  report
filed for the purpose of updating such description.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      No expert  is  named  as  preparing  or  certifying  all  or  part of the
registration  statement  to which this prospectus pertains, and no counsel  for
the Company who is named in  this  prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or  has  or is to receive, in connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

No  restricted  securities  are  being  re-offered or resold pursuant  to  this
registration statement.

ITEM 8. EXHIBITS.

      The exhibits attached to this Registration  Statement  are  listed in the
Exhibit Index, which is found on page 8.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

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

(2) To treat, for the purpose of determining any liability under the Securities
Act,  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) The   undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of the
registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934  (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.

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


                                  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  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 July 20, 2007.


AMERIRESOURCE TECHNOLOGIES, INC.

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


      Pursuant  to  the requirements of the Securities Act of 1933, as amended,
this 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		July 23, 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 2007 Stock Incentive  Plan. (Incorporated
                        by reference  as exhibit 10(i)).

      10 (i)            2007 Stock Incentive Plan

      23                Consent  of  Auditors  to utilize independent auditor's
			report.
[{"type": "S-8", "sequence": "1", "filename": "ls8072307final.txt", "description": "AMERIRESOURCE TECHNOLOGIES, INC. FORM S-8", "secsgml_size_bytes": 12852}]
{"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": "333-144788", "film-number": "07994358"}, "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

                                   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)

                          2007 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,          1,000,000,000              .00128            $1,280,000       $162.17
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 July 19, 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

     Registration Statement pursuant to General Instruction E to Form S-8
         2007 Stock Incentive Plan of AmeriResource Technologies, Inc.

      This  Registration  Statement  is  being  filed  to  reflect the Board of
Directors  of  AmeriResource Technologies, Inc. (the Company)  instructions  to
file  a  new Stock  Incentive  Plan  for  2007  whereby  the  Company  will  be
registering with this Registration Statement One Billion (1,000,000,000) shares
of common stock of the Company.

      The total number of shares registered under the 2007 Stock Incentive Plan
of AmeriResource Technologies, Inc. will be One Billion (1,000,000,000) shares.

         2007 STOCK INCENTIVE PLAN OF AMERIRESOURCE TECHNOLOGIES, INC.
                 CROSS-REFERENCE SHEET PURSUANT TO RULE 404(A)

      Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings Prospectus Heading

1.    Plan Information                           Section 10(a) Prospectus

2.    Registrant Information and                 Section 10(a) Prospectus
      Employee Plan Annual Information

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following  documents  filed  by  AmeriResource Technologies, Inc., a
Delaware  corporation  (the  "Company"),  with  the   Securities  and  Exchange
Commission (the Commission") are hereby incorporated by reference:

      1. The Company's Annual Report on Form 10-KSB for  the  fiscal year ended
December 31, 2006.

      2. All  reports  filed  by  the  Company 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, 2006.

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

ITEM 4. DESCRIPTION OF SECURITIES

      The  common  stock  of  the  Company  being registered pursuant  to  this
Registration  Statement  is  part  of a class of  securities  registered  under
Section 12 of the Exchange Act. The  securities  are described in the Form S-18
Registration Statement filed on September 16, 1988  under the Securities Act of
1933,  as  amended (the "Securities Act"), including any  amendment  or  report
filed for the purpose of updating such description.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      No expert  is  named  as  preparing  or  certifying  all  or  part of the
registration  statement  to which this prospectus pertains, and no counsel  for
the Company who is named in  this  prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or  has  or is to receive, in connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

No  restricted  securities  are  being  re-offered or resold pursuant  to  this
registration statement.

ITEM 8. EXHIBITS.

      The exhibits attached to this Registration  Statement  are  listed in the
Exhibit Index, which is found on page 8.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

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

(2) To treat, for the purpose of determining any liability under the Securities
Act,  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) The   undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of the
registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934  (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.

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

                                  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  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 July 20, 2007.

AMERIRESOURCE TECHNOLOGIES, INC.

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

      Pursuant  to  the requirements of the Securities Act of 1933, as amended,
this 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		July 23, 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 2007 Stock Incentive  Plan. (Incorporated
                        by reference  as exhibit 10(i)).

      10 (i)            2007 Stock Incentive Plan

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