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)



                          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


                                    PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 9.  UNDERTAKINGS

Pursuant  to  the  undertaking  set  forth in paragraph (a)(3) of Item 9 of the
Registration  Statement on Form S-8, for  the  2005  Stock  Incentive  Plan  of
AmeriResource Technologies,  Inc.,  as  filed by the company in an S-8 filed on
April 27, 2005, file no. 333-124381, amended  on  September  30, 2005, file no.
333-124381, amended on  January 20, 2006, file no. 333-124381,  amended  on May
9,  2006,  file  no.  333-124381,  amended  on September 1, 2006, file no. 333-
124381, amended on December 12, 2006, file no.  124381,  amended  on January 9,
2007,  file no. 333-139860, and amended on May 14, 2007, file no. 142919,  each
of which is incorporated herein by reference,
AmeriResource  removes from registration any and all remaining shares of common
stock which have  not  been issued or reserved for issuance under the Company's
2005 Stock Incentive Plan as of the dates specified 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 Amendment to the Registration  Statement  to  be  signed  on its
behalf  by  the  undersigned, thereunto and 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
[{"type": "S-8", "sequence": "1", "filename": "ls8072307revised.txt", "description": "AMERIRESOURCE TECHNOLOGIES, INC. FORM S-8", "secsgml_size_bytes": 3535}]
{"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": "333-144775", "film-number": "07993649"}, "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)

                          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

                                    PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 9.  UNDERTAKINGS

Pursuant  to  the  undertaking  set  forth in paragraph (a)(3) of Item 9 of the
Registration  Statement on Form S-8, for  the  2005  Stock  Incentive  Plan  of
AmeriResource Technologies,  Inc.,  as  filed by the company in an S-8 filed on
April 27, 2005, file no. 333-124381, amended  on  September  30, 2005, file no.
333-124381, amended on  January 20, 2006, file no. 333-124381,  amended  on May
9,  2006,  file  no.  333-124381,  amended  on September 1, 2006, file no. 333-
124381, amended on December 12, 2006, file no.  124381,  amended  on January 9,
2007,  file no. 333-139860, and amended on May 14, 2007, file no. 142919,  each
of which is incorporated herein by reference,
AmeriResource  removes from registration any and all remaining shares of common
stock which have  not  been issued or reserved for issuance under the Company's
2005 Stock Incentive Plan as of the dates specified 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 Amendment to the Registration  Statement  to  be  signed  on its
behalf  by  the  undersigned, thereunto and 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