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

                         CALCULATION OF REGISTRATION FEE
================================ ==================== ===================== ===================== ==================
                                                      Proposed Maximum      Proposed Maximum
Title of Securities to be        Amount of Shares     Offering Price Per    Aggregate Offering    Amount of
Registered                       to be Registered     Share (1)             Price                 Registration Fee
-------------------------------- -------------------- --------------------- --------------------- ------------------
Common Stock,
par value $0.0001                    25,000,000             $0.00965              $241,250             $28.40
================================ ==================== ===================== ===================== ==================
</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 April
              25, 2005, 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.


<PAGE>


                                EXPLANATORY NOTE
                                -----------------

         On April 15, 2005, our board of directors adopted a 2005 Stock
Incentive Plan of AmeriResource Technologies, Inc. ("Plan").

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         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, 2004.

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, 2004.

3. The description and specimen certificate of our common stock, par value
$0.0001 ("Common Stock"), contained in our the Exchange Act filings, 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.

         The Common Stock being registered pursuant to this registration
statement is part of a class of securities registered under Section 12 of the
Exchange Act. A description of such securities is contained in the Company's
registration statement under the Exchange Act, and is incorporated herein by
reference.

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 the prospectus pertains, and no counsel for the
Company who is named in the 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 us.

                                       2
<PAGE>

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.

         Not Applicable.

Item 8. Exhibits.

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

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:

(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective


                                       3
<PAGE>


amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

(iii) 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) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment 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; and

(3) To remove from registration by means of 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 of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at the 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
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 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 Act and will be governed by the final adjudication of
such issue.


                                       4
<PAGE>


                                   SIGNATURES

         Pursuant to the Requirements of the Securities Act of 1933, as amended,
the Registration certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Las Vegas, State of Nevada on April 27, 2005.


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 and Chairman of the Board    April 27, 2005
_____________________      of Directors
Delmar Janovec


                                       5
<PAGE>



                                  EXHIBIT INDEX

ITEM NO.      PAGE NO.        DESCRIPTION

5.1            7              Opinion of  Legal Counsel

10.1           9              AmeriResource 2005 Stock Incentive Plan

23.1           22             Consent of Auditors to utilize independent
                              auditor's report


                                       6
<PAGE>



                                                                     Exhibit 5.1


WOLTJEN                                    4144 N. Central Expressway, Suite 410
                                                             Dallas, Texas 75204
--------------------------------------------------------------------------------
                                                         Telephone: 214-742-5555
LAW FIRM                                                 Facsimile: 214-742-5545
                                               E-mail: woltjenlaw@woltjenlaw.com

April 27, 2005

The Board of Directors
AmeriResource Technologies, Inc.
3440 E. Russell Road, Suite 217
Las Vegas, Nevada 89120

To the Board of Directors of AmeriResource Technologies, Inc.:

AmeriResource Technologies, Inc., a Delaware corporation (the "Company"), has
informed Woltjen Law Firm (the "Firm"), of its intention to file on or about
April 27, 2005, a registration statement on Form S-8 under the Securities Act of
1933, as amended ("Registration Statement"), concerning Twenty Five Million
(25,000,000) shares (the "Shares") of its common stock, par value $0.0001
("Common Stock"), with the Securities and Exchange Commission ("SEC"). In
connection with the filing of the Registration Statement, you have requested the
Firm's opinion regarding the issuance of Common Stock.

You have represented to the Firm that the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that the Company is current in filing such reporting requirements with
the SEC and that the Company's board of directors has authorized the filing of
the Registration Statement. Based on these representations and to the best of
the Firm's knowledge, the Firm is of the opinion that the Common Stock will,
when sold, be legally issued, fully paid and non-assessable. This Opinion is
conditioned upon the above requirements being met.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein, and is further subject to qualifications,
exceptions, and limitations set forth below:

     A. The Firm expressly excepts from the opinion set forth herein any opinion
     or position as to whether or to what extent a Delaware court, or any other
     court, would apply Delaware law, or the law of any other state or
     jurisdiction except the federal law of the United States of America, to any
     particular aspect of the facts, circumstances and transactions that are the
     subject of the opinion herein contained.

                                       7
<PAGE>


     B. In rendering this opinion, the Firm assumed that the Company is
     satisfying the various substantive requirements of Form S-8. The Firm,
     therefore, expressly disclaims any opinion regarding the Company's
     compliance with such requirements.

     C. The Firm expressly excepts from the opinion set forth herein any opinion
     concerning the need for compliance by any party, specifically by the
     Company, with the provisions of the securities laws, regulations, and/or
     rules of the United States of America, the State of Delaware, or any other
     jurisdiction.

     D. In expressing the opinion set forth herein, the Firm assumed the
     authenticity and completeness of all corporate documents, records and
     instruments provided to the Firm by the Company and its representatives.
     The Firm assumed the accuracy of all statements of fact contained therein.
     The Firm further assumed the genuineness of signatures (both manual and
     conformed), the authenticity of documents submitted as originals, the
     conformity to originals of all copies, or faxed copies, and the correctness
     of all such documents. This opinion is conditioned on all of these
     assumptions being correct.

     E. The Firm expressly excepts from the opinion set forth herein any opinion
     concerning the propriety of any issuance of any shares, or the
     consideration tendered for such shares, and any opinion concerning the
     tradability of any shares whether or not issued under the Registration
     Statement.

     F. The opinion contained herein is rendered as of the date hereof, and the
     Firm undertakes no obligation to advise of any changes in or any new
     developments which might affect any matters or opinions set forth herein,
     and the Firm hereby disclaims any such obligation.

This Opinion may be relied upon by you only in connection with filing of the
Registration Statement, and the Firm hereby consents to the use of it as an
exhibit to the Registration Statement. This Opinion may not be used or relied
upon by you or any other person for any purpose whatsoever, without in each
instance the Firm's prior written consent.

Sincerely,


/s/ Woltjen Law Firm
---------------------------------
Woltjen Law Firm

                                       8
<PAGE>



                                                                    Exhibit 10.1

                        AmeriResource Technologies, Inc.
                            2005 STOCK INCENTIVE PLAN


SECTION 1.        General Purpose of the Plan; Definitions

         The name of the plan is the AmeriResource Technologies, Inc. 2005 STOCK
INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to encourage and enable
officers, directors, and employees of AmeriResource Technologies, Inc. (the
"Company") and its Subsidiaries and other persons to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company and its shareholders, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.

         The following terms shall be defined as set forth below:

         "Award" or "Awards", except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Statutory Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share
Awards and Stock Appreciation Rights.

         "Board" means the Board of Directors of the Company.

         "Cause" means (i) any material breach by the participant of any
agreement to which the participant and the Company are both parties, and (ii)
any act or omission justifying termination of the participant's employment for
cause, as determined by the Committee.

         "Change of Control" shall have the meaning set forth in Section 15.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Conditioned Stock Award" means an Award granted pursuant to Section 6.

         "Committee" shall have the meaning set forth in Section 2.

         "Disability" means disability as set forth in Section 22(e)(3) of the
Code.

         "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 17.

         "Eligible Person" shall have the meaning set forth in Section 4.

         "Fair Market Value" on any given date means the price per share of the
Stock on such date as reported by a nationally recognized stock exchange, or, if
the Stock is not listed on such an exchange, as reported by NASDAQ or any of the
NASD's quotation systems, or, if the Stock is not quoted on NASDAQ, the fair
market value of the Stock as determined by the Committee.

                                       9
<PAGE>


         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Statutory Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Normal Retirement" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of the
Company and its Subsidiaries then in effect.

         "Outside Director" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section 1504(a)
of the Code, which includes the Company (an "Affiliate"), (ii) is not a former
employee of the Company or any Affiliate who is receiving compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
Company's or any Affiliate's taxable year, (iii) has not been an officer of the
Company or any Affiliate and (iv) does not receive remuneration from the Company
or any Affiliate, either directly or indirectly, in any capacity other than as a
director or as a member of a committee established by the Board of Directors.
"Outside Director" shall be determined in accordance with Section 162(m) of the
Code and the Treasury regulations issued thereunder.

         "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

         "Performance Share Award" means an Award granted pursuant to Section 8.

         "Stock" means the Common Stock, par value $0.0001 of the Company,
subject to adjustments pursuant to Section 3.

         "Stock Appreciation Right" means an Award granted pursuant to Section
9.

         "Subsidiary" means a subsidiary as defined in Section 424 of the Code.

         "Unrestricted Stock Award" means Awards granted pursuant to Section 7.

SECTION 2.        Administration of Plan; Committee Authority to Select
Participants and Determine Awards

         (a) Committee. The Plan shall be administered by either (i) a committee
of the Board consisting of not less than two Directors (the "Committee"), or
(ii) in the absence of a committee, the Board of Directors may act as the
Committee at any time. Except as specifically reserved to the Board under the
terms of the Plan, the Committee shall have full and final authority to operate,
manage and administer the Plan on behalf of the Company. Action by the Committee
shall require the affirmative vote of a majority of all members thereof. The


                                       10
<PAGE>


Board may establish an additional single-member committee (consisting of an
executive officer) that shall have the power and authority to grant Awards to
non-executive officers and to make all other determinations under the Plan with
respect thereto.

         (b) Powers of Committee. The Committee shall have the power and
authority to grant and modify Awards consistent with the terms of the Plan,
including the power and authority:

                  (i) to select the persons to whom Awards may from time to time
be granted;

                  (ii) to determine the time or times of grant, and the extent,
         if any, of Incentive Stock Options, Non-Statutory Stock Options,
         Restricted Stock, Unrestricted Stock, Performance Shares and Stock
         Appreciation Rights, or any combination of the foregoing, granted to
         any one or more participants;

                  (iii) to determine the number of shares to be covered by any
         Award;

                  (iv) to determine and modify the terms and conditions,
         including restrictions, not inconsistent with the terms of the Plan, of
         any Award, which terms and conditions may differ among individual
         Awards and participants, and to approve the form of written instruments
         evidencing the Awards; provided, however, that no such action shall
         adversely affect rights under any outstanding Award without the
         participant's consent;

                  (v) to accelerate the exercisability or vesting of all or any
         portion of any Award;

                  (vi) subject to the provisions of Section 5(b), to extend the
         period in which any outstanding Stock Option or Stock Appreciation
         Right may be exercised;

                  (vii) to determine whether, to what extent, and under what
         circumstances Stock and other amounts payable with respect to an Award
         shall be deferred either automatically or at the election of the
         participant and whether and to what extent the Company shall pay or
         credit amounts equal to interest (at rates determined by the Committee)
         or dividends or deemed dividends on such deferrals; and

                  (viii) to adopt, alter and repeal such rules, guidelines and
         practices for administration of the Plan and for its own acts and
         proceedings as it shall deem advisable; to interpret the terms and
         provisions of the Plan and any Award (including related written
         instruments); to make all determinations it deems advisable for the
         administration of the Plan; to decide all disputes arising in
         connection with the Plan; and to otherwise supervise the administration
         of the Plan.

                  (ix) to make Awards independent of or in connection with the
         granting of any other Award under the Plan. Awards may be granted under
         the Plan to any Eligible Person.

                                       11
<PAGE>


                  (x) to include in any Awards granted under the Plan such terms
         and conditions with respect to its termination as the Committee, in its
         discretion, may from time to time determine.

         All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

SECTION 3.        Shares Issuable under the Plan; Mergers; Substitution

         (a) Shares Issuable. The maximum number of shares of Stock with respect
to which Awards (including Stock Appreciation Rights) may be granted under the
Plan shall be Twenty Five Million (25,000,000); such number to supplement, and
not to replace, any prior plans authorized by the Corporation's board of
directors. For purposes of this limitation, the shares of Stock underlying any
Awards which are forfeited, cancelled, reacquired by the Company or otherwise
terminated (other than by exercise) shall be added back to the shares of Stock
with respect to which Awards may be granted under the Plan so long as the
participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying shares of Stock to which the Award
related. Subject to such overall limitation, any type or types of Award may be
granted with respect to shares, including Incentive Stock Options. Shares issued
under the Plan may be authorized but unissued shares or shares reacquired by the
Company.

         (b) Stock Dividends, Mergers, etc. In the event that after approval of
the Plan by the directors of the Company in accordance with Section 17, the
Company effects a stock dividend, stock split or similar change in
capitalization affecting the Stock, the Committee shall make appropriate
adjustments in (i) the number and kind of shares of stock or securities with
respect to which Awards may thereafter be granted (including without limitation
the limitations set forth in Section 3(a) and Section 3(b) above), (ii) the
number and kind of shares remaining subject to outstanding Awards, and (iii) the
option or purchase price in respect of such shares. In the event of any merger,
consolidation, dissolution or liquidation of the Company, the Committee in its
sole discretion may, as to any outstanding Awards, make such substitution or
adjustment in the aggregate number of shares reserved for issuance under the
Plan and in the number and purchase price (if any) of shares subject to such
Awards as it may determine and as may be permitted by the terms of such
transaction, or accelerate, amend or terminate such Awards upon such terms and
conditions as it shall provide (which, in the case of the termination of the
vested portion of any Award, shall require payment or other consideration which
the Committee deems equitable in the circumstances), subject, however, to the
provisions of Section 15.

         (c) Substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
Corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing Corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing Corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances. Shares which may be delivered under
such substitute awards may be in addition to the maximum number of shares
provided for in Section 3(a).

                                       12
<PAGE>


SECTION 4. Eligibility.

         Awards may be granted to officers, directors, and employees of and
consultants and advisers to the Company or its Subsidiaries ("Eligible
Persons"), subject to limitations set forth in Form S-8 of the Securities Act of
1933. The adoption of the Plan shall not be deemed to give any person a right to
be granted an Award.


SECTION 5. Stock Options.

         The Committee may grant to Eligible Persons options to purchase stock.

         Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options (subject to compliance with applicable law) or Non-Statutory Stock
Options. Unless otherwise so designated, an Option shall be a Non-Statutory
Stock Option. To the extent that any option does not qualify as an Incentive
Stock Option, it shall constitute a Non-Statutory Stock Option.

         No Incentive Stock Option shall be granted under the Plan after the
tenth anniversary of the earlier of (i) the date of adoption of the Plan by the
Board, or (ii) the date on which the Plan is ratified by the stockholders as set
forth in Section 17.

         The Committee in its discretion may determine the effective date of
Stock Options, provided, however, that grants of Incentive Stock Options shall
be made only to persons who are, on the effective date of the grant, employees
of the Company or any Subsidiary. Stock Options granted pursuant to this Section
5 shall be subject to the following terms and conditions and the terms and
conditions of Section 13 and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable.

         (a) Exercise Price. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined by
the Committee at the time of grant but shall be, in the case of Incentive Stock
Options, not less than one hundred percent (100%) of Fair Market Value on the
date of grant. If an employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than ten
percent (10%) of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent Corporation and an Incentive Stock Option is
granted to such employee, the option price shall be not less than one hundred
ten percent (110%) of Fair Market Value on the grant date.

         (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten (10)
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent Corporation and an Incentive Stock Option is
granted to such employee, the term of such option shall be no more than five (5)
years from the date of grant.

                                       13
<PAGE>


         (c) Exercisability; Rights of a Shareholder. Stock Options shall become
vested and exercisable at such time or times, whether or not in installments, as
shall be determined by the Committee at or after the grant date. The Committee
may at any time accelerate the exercisability of all or any portion of any Stock
Option. An optionee shall have the rights of a shareholder only as to shares
acquired upon the exercise of a Stock Option and not as to unexercised Stock
Options.

         (d) Method of Exercise. Stock Options may be exercised in whole or in
part, by delivering written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by
one or more of the following methods:

                  (i) In cash or by certified or bank check or other instrument
acceptable to the Committee;

                  (ii) If permitted by the Committee, in its discretion, in the
         form of shares of Stock that are not then subject to restrictions and
         that have been owned by the optionee for a period of at least six
         months. Such surrendered shares shall be valued at Fair Market Value on
         the exercise date; or

                  (iii) By the optionee delivering to the Company a properly
         executed exercise notice together with irrevocable instructions to a
         broker to promptly deliver to the Company cash or a check payable and
         acceptable to the Company to pay the purchase price; provided that in
         the event the optionee chooses to pay the purchase price as so
         provided, the optionee and the broker shall comply with such procedures
         and enter into such agreements of indemnity and other agreements as the
         Committee shall prescribe as a condition of such payment procedure. The
         Company need not act upon such exercise notice until the Company
         receives full payment of the exercise price; or

                  (iv) The Board of Directors reserves the right to include a
         cashless exercise provision in any Stock Option issued to a
         participant; or

                  (v) By any other means (including, without limitation, by
         delivery of a promissory note of the optionee payable on such terms as
         are specified by the Committee) which the Committee determines are
         consistent with the purpose of the Plan and with applicable laws and
         regulations.

         The delivery of certificates representing shares of Stock to be
purchased pursuant to the exercise of a Stock Option will be contingent upon
receipt from the Optionee (or a purchaser acting in his stead in accordance with
the provisions of the Stock Option) by the Company of the full purchase price
for such shares and the fulfillment of any other requirements contained in the
Stock Option or imposed by applicable law.

                                       14
<PAGE>

         (e) Non-transferability of Options. Except as the Committee may provide
with respect to a Non-Statutory Stock Option, no Stock Option shall be
transferable other than by will or by the laws of descent and distribution and
all Stock Options shall be exercisable, during the optionee's lifetime, only by
the optionee.

         (f) Annual Limit on Incentive Stock Options. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Stock with respect
to which incentive stock options granted under this Plan and any other Plan of
the Company or its Subsidiaries become exercisable for the first time by an
optionee during any calendar year shall not exceed $100,000.

SECTION 6. Restricted Stock Awards.

         (a) Nature of Restricted Stock Award. The Committee in its discretion
may grant Restricted Stock Awards to any Eligible Person, entitling the
recipient to acquire, for a purchase price determined by the Committee, shares
of Stock subject to such restrictions and conditions as the Committee may
determine at the time of grant ("Restricted Stock"), including continued
employment and/or achievement of pre-established performance goals and
objectives.

         (b) Acceptance of Award. A participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless the
participant shall have accepted the Award within sixty (60) days (or such
shorter date as the Committee may specify) following the award date by making
payment to the Company of the specified purchase price, of the shares covered by
the Award and by executing and delivering to the Company a written instrument
that sets forth the terms and conditions applicable to the Restricted Stock in
such form as the Committee shall determine.

         (c) Rights as a Shareholder. Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.

         (d) Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Subsidiaries for any reason (including death, Disability, Normal
Retirement and for Cause), the Company shall have the right, at the discretion
of the Committee, to repurchase shares of Restricted Stock with respect to which
conditions have not lapsed at their purchase price, or to require forfeiture of
such shares to the Company if acquired at no cost, from the participant or the
participant's legal representative. The Company must exercise such right of
repurchase or forfeiture within ninety (90) days following such termination of
employment (unless otherwise specified in the written instrument evidencing the
Restricted Stock Award).

                                       15
<PAGE>


         (e) Vesting of Restricted Stock. The Committee at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such preestablished performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." The Committee at any time may
accelerate such date or dates and otherwise waive or, subject to Section 13,
amend any conditions of the Award.

         (f) Waiver, Deferral and Reinvestment of Dividends. The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

SECTION 7. Unrestricted Stock Awards.

         (a) Grant or Sale of Unrestricted Stock. The Committee in its
discretion may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock") at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or sold
for past services or other valid consideration.

         (b) Restrictions on Transfers. The right to receive unrestricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered, other
than by will or the laws of descent and distribution.

SECTION 8. Performance Share Awards

         (a) Nature of Performance Shares. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee in its discretion shall determine
whether and to whom Performance Share Awards shall be made, the performance
goals applicable under each such Award, the periods during which performance is
to be measured, and all other limitations and conditions applicable to the
awarded Performance Shares.

SECTION 9. Stock Appreciation Rights

         The Committee in its discretion may grant Stock Appreciation Rights to
any Eligible Person (i) alone, or (ii) simultaneously with the grant of a Stock
Option and in conjunction therewith or in the alternative thereto. A Stock
Appreciation Right shall entitle the participant upon exercise thereof to
receive from the Company, upon written request to the Company at its principal
offices (the "Request"), a number of shares of Stock (with or without
restrictions as to substantial risk of forfeiture and transferability, as
determined by the Committee in its sole discretion) having an aggregate Fair
Market Value equal to the product of (i) the excess of Fair Market Value, on the
date of such Request, over the exercise price per share of Stock specified in
such Stock Appreciation Right or its related Option, multiplied by (ii) the
number of shares of Stock for which such Stock Appreciation Right shall be
exercised.


                                       16
<PAGE>


SECTION 10. Termination of Stock Options and Stock Appreciation Rights

         (a) Incentive Stock Options:

                  (i) Termination by Death. If any participant's employment by
         the Company and its Subsidiaries terminates by reason of death, any
         Incentive Stock Option owned by such participant may thereafter be
         exercised to the extent exercisable at the date of death, by the legal
         representative or legatee of the participant, for a period of two (2)
         years (or such other period as the Committee shall specify at any time)
         from the date of death, or until the expiration of the stated term of
         the Incentive Stock Option, if earlier.

                  (ii) Termination by Reason of Disability or Normal Retirement.

                           (A) Any Incentive Stock Option held by a participant
                  whose employment by the Company and its Subsidiaries has
                  terminated by reason of Disability may thereafter be
                  exercised, to the extent it was exercisable at the time of
                  such termination, for a period of one (1) year (or such other
                  period as the Committee shall specify at any time) from the
                  date of such termination of employment, or until the
                  expiration of the stated term of the Option, if earlier.

                           (B) Any Incentive Stock Option held by a participant
                  whose employment by the Company and its Subsidiaries has
                  terminated by reason of Normal Retirement may thereafter be
                  exercised, to the extent it was exercisable at the time of
                  such termination, for a period of ninety (90) days (or such
                  other period as the Committee shall specify at any time) from
                  the date of such termination of employment, or until the
                  expiration of the stated term of the Option, if earlier.

                           (C) The Committee shall have sole authority and
                  discretion to determine whether a participant's employment has
                  been terminated by reason of Disability or Normal Retirement.

                           (D) Except as otherwise provided by the Committee at
                  the time of grant, the death of a participant during a period
                  provided in this Section 10(a)(ii) for the exercise of an
                  Incentive Stock Option shall extend such period for two (2)
                  years from the date of death, subject to termination on the
                  expiration of the stated term of the Option, if earlier.

                  (iii) Termination for Cause. If any participant's employment
                  by the Company and its Subsidiaries has been terminated for
                  Cause, any Incentive Stock Option held by such participant
                  shall immediately terminate and be of no further force and
                  effect; provided, however, that the Committee may, in its sole
                  discretion, provide that such Option can be exercised for a
                  period of up to thirty (30) days from the date of termination
                  of employment or until the expiration of the stated term of
                  the Option, if earlier.

                                       17
<PAGE>


                  (iv) Other Termination. Unless otherwise determined by the
                  Committee, if a participant's employment by the Company and
                  its Subsidiaries terminates for any reason other than death,
                  Disability, Normal Retirement or for Cause, any Incentive
                  Stock Option held by such participant may thereafter be
                  exercised, to the extent it was exercisable on the date of
                  termination of employment, for ninety (90) days (or such other
                  period as the Committee shall specify at any time) from the
                  date of termination of employment or until the expiration of
                  the stated term of the Option, if earlier.


SECTION 11. Tax Withholding.

         (a) Payment by Participant. Each participant shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state, local
and/or payroll taxes of any kind required by law to be withheld with respect to
such income. The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.

         (b) Payment in Shares. A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or (ii) transferring
to the Company shares of Stock owned by the participant for a period of at least
six months and with an aggregate Fair Market Value (as of the date the minimum
withholding is effected) that would satisfy the withholding amount due.


SECTION 12. Transfer, Leave of Absence, Etc.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (i) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another;

         (ii) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

                                       18
<PAGE>


SECTION 13. Amendments and Termination

         The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price, but such price, if any, must satisfy the
requirements which would apply to the substitute or amended Award if it were
then initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder's consent. However, no
such amendment, unless approved by the directors of the Company, shall be
effective if it would cause the Plan to fail to satisfy the incentive stock
option requirements of the Code.

SECTION 14. Status of Plan

         With respect to the portion of any Award which has not been exercised
and any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.

SECTION 15. Change of Control Provisions

         Upon the occurrence of a Change of Control as defined in this Section
15:

         (i) subject to the provisions of clause (iii) below, after the
effective date of such Change of Control, each holder of an outstanding Stock
Option, Restricted Stock Award, Performance Share Award or Stock Appreciation
Right shall be entitled, upon exercise of such Award, to receive, in lieu of
shares of Stock (or consideration based upon the Fair Market Value of Stock),
shares of such stock or other securities, cash or property (or consideration
based upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of Control;

         (ii) the Committee may accelerate the time for exercise of, and waive
all conditions and restrictions on, each unexercised and unexpired Stock Option,
Restricted Stock Award, Performance Share Award and Stock Appreciation Right,
effective upon a date prior or subsequent to the effective date of such Change
of Control, specified by the Committee; or

         (iii) each outstanding Stock Option, Restricted Stock Award,
Performance Share Award and Stock Appreciation Right may be cancelled by the
Committee as of the effective date of any such Change of Control provided that
(x) notice of such cancellation shall be given to each holder of such an Award
and (y) each holder of such an Award shall have the right to exercise such Award
to the extent that the same is then exercisable or, in full, if the Committee
shall have accelerated the time for exercise of all such unexercised and
unexpired Awards, during the thirty (30) day period preceding the effective date
of such Change of Control.

                                       19
<PAGE>

         (b) "Change of Control" shall mean the occurrence of any one of the
following events:

                  (i) any "person" (as such term is used in Sections 13(d) and
         14(d)(2) of the Act) becomes a "beneficial owner" (as such term is
         defined in Rule 13d-3 promulgated under the Act) (other than the
         Company, any trustee or other fiduciary holding securities under an
         employee benefit Plan of the Company, or any Corporation owned,
         directly or indirectly, by the stockholders of the Company in
         substantially the same proportions as their ownership of stock of the
         Company), directly or indirectly, of securities of the Company
         representing fifty percent (50%) or more of the combined voting power
         of the Company's then outstanding securities; or

                  (ii) the stockholders of the Company approve a merger or
         consolidation of the Company with any other Corporation or other
         entity, other than a merger or consolidation which would result in the
         voting securities of the Company outstanding immediately prior thereto
         continuing to represent (either by remaining outstanding or by being
         converted into voting securities of the surviving entity) more than
         sixty-five percent (65%) of the combined voting power of the voting
         securities of the Company or such surviving entity outstanding
         immediately after such merger or consolidation; or

                  (iii) the stockholders of the Company approve a Plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets.

SECTION 16. General Provisions

         (a) No Distribution; Compliance with Legal Requirements. The Committee
may require each person acquiring shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.

         No shares of Stock shall be issued pursuant to an Award until all
applicable securities laws and other legal and stock exchange requirements have
been satisfied. The Committee may require the placing of such stop orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.

         (b) Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

         (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

                                       20
<PAGE>


         (d) Securities Act Legend; Certificates for shares of Stock, when
issued, may have the following legend, or statements of other applicable
restrictions endorsed thereon and may not be immediately transferable:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE
SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE
DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER
(WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER
DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

This legend shall not be required for shares of Stock issued pursuant to an
effective registration statement under the Securities Act.

         (e) Furnish Information; Each participant shall furnish to the Company
all information requested by the Company to enable it to comply with any
reporting or other requirement imposed upon the Company by or under any
applicable statute or regulation.

         (f) Information Confidential; As partial consideration for the granting
of each Award hereunder, the Participant shall agree with the Company that he
will keep confidential all information and knowledge that he has relating to the
manner and amount of his participation in the Plan; provided, however, that such
information may be disclosed as required by law and may be given in confidence
to the Participant's spouse, tax and financial advisors, or to a financial
institution to the extent that such information is necessary to secure a loan.
In the event any breach of this promise comes to the attention of the Committee,
it shall take into consideration that breach in determining whether to recommend
the grant of any future Award to that Participant, as a factor militating
against the advisability of granting any such future Award to that individual.

SECTION 17. Effective Date of Plan

         The Plan shall become effective upon approval by the board of directors
of the Company; however, no Incentive Stock Option shall be granted unless and
until the Plan is ratified at a meeting of the stockholders of the Company.

SECTION 18. Governing Law

         This Plan shall be governed by, and construed and enforced in
accordance with, the substantive laws of the State of Delaware without regard to
its principles of conflicts of laws.

ATTEST:

/s/ Delmar Janovec
Delmar Janovec, President

                                       21
<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 21, 2005

Board of Directors
AmeriResource Technologies, Inc.
3440 E. Russell Road, Suite 217
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, 2004 in the Company's Form S-8 registration statement.

Sincerely,


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

                                       22
[{"type": "S-8", "sequence": "1", "filename": "forms842605.txt", "secsgml_size_bytes": 59595}]
{"company-data": {"conformed-name": "AMERIRESOURCE TECHNOLOGIES INC", "cik": "0000876490", "assigned-sic": "1311", "irs-number": "841084784", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124381", "film-number": "05777481"}, "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"}}
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
                                                                --------------
CALCULATION OF REGISTRATION FEE
================================ ==================== ===================== ===================== ==================
                                                      Proposed Maximum      Proposed Maximum
Title of Securities to be        Amount of Shares     Offering Price Per    Aggregate Offering    Amount of
Registered                       to be Registered     Share (1)             Price                 Registration Fee
-------------------------------- -------------------- --------------------- --------------------- ------------------
Common Stock,
par value $0.0001                    25,000,000             $0.00965              $241,250             $28.40
================================ ==================== ===================== ===================== ==================
(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 April
              25, 2005, 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
                                -----------------

         On April 15, 2005, our board of directors adopted a 2005 Stock
Incentive Plan of AmeriResource Technologies, Inc. ("Plan").

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         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, 2004.

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, 2004.

3. The description and specimen certificate of our common stock, par value
$0.0001 ("Common Stock"), contained in our the Exchange Act filings, 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.

         The Common Stock being registered pursuant to this registration
statement is part of a class of securities registered under Section 12 of the
Exchange Act. A description of such securities is contained in the Company's
registration statement under the Exchange Act, and is incorporated herein by
reference.

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 the prospectus pertains, and no counsel for the
Company who is named in the 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 us.

                                       2
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.

         Not Applicable.

Item 8. Exhibits.

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

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:

(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective

                                       3
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

(iii) 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) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment 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; and

(3) To remove from registration by means of 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 of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at the 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
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 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 Act and will be governed by the final adjudication of
such issue.

                                       4
SIGNATURES

         Pursuant to the Requirements of the Securities Act of 1933, as amended,
the Registration certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Las Vegas, State of Nevada on April 27, 2005.

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 and Chairman of the Board    April 27, 2005
_____________________      of Directors
Delmar Janovec

                                       5
EXHIBIT INDEX

ITEM NO.      PAGE NO.        DESCRIPTION

5.1            7              Opinion of  Legal Counsel

10.1           9              AmeriResource 2005 Stock Incentive Plan

23.1           22             Consent of Auditors to utilize independent
                              auditor's report

                                       6
Exhibit 5.1

WOLTJEN                                    4144 N. Central Expressway, Suite 410
                                                             Dallas, Texas 75204
--------------------------------------------------------------------------------
                                                         Telephone: 214-742-5555
LAW FIRM                                                 Facsimile: 214-742-5545
                                               E-mail: woltjenlaw@woltjenlaw.com

April 27, 2005

The Board of Directors
AmeriResource Technologies, Inc.
3440 E. Russell Road, Suite 217
Las Vegas, Nevada 89120

To the Board of Directors of AmeriResource Technologies, Inc.:

AmeriResource Technologies, Inc., a Delaware corporation (the "Company"), has
informed Woltjen Law Firm (the "Firm"), of its intention to file on or about
April 27, 2005, a registration statement on Form S-8 under the Securities Act of
1933, as amended ("Registration Statement"), concerning Twenty Five Million
(25,000,000) shares (the "Shares") of its common stock, par value $0.0001
("Common Stock"), with the Securities and Exchange Commission ("SEC"). In
connection with the filing of the Registration Statement, you have requested the
Firm's opinion regarding the issuance of Common Stock.

You have represented to the Firm that the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that the Company is current in filing such reporting requirements with
the SEC and that the Company's board of directors has authorized the filing of
the Registration Statement. Based on these representations and to the best of
the Firm's knowledge, the Firm is of the opinion that the Common Stock will,
when sold, be legally issued, fully paid and non-assessable. This Opinion is
conditioned upon the above requirements being met.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein, and is further subject to qualifications,
exceptions, and limitations set forth below:

     A. The Firm expressly excepts from the opinion set forth herein any opinion
     or position as to whether or to what extent a Delaware court, or any other
     court, would apply Delaware law, or the law of any other state or
     jurisdiction except the federal law of the United States of America, to any
     particular aspect of the facts, circumstances and transactions that are the
     subject of the opinion herein contained.

                                       7
B. In rendering this opinion, the Firm assumed that the Company is
     satisfying the various substantive requirements of Form S-8. The Firm,
     therefore, expressly disclaims any opinion regarding the Company's
     compliance with such requirements.

     C. The Firm expressly excepts from the opinion set forth herein any opinion
     concerning the need for compliance by any party, specifically by the
     Company, with the provisions of the securities laws, regulations, and/or
     rules of the United States of America, the State of Delaware, or any other
     jurisdiction.

     D. In expressing the opinion set forth herein, the Firm assumed the
     authenticity and completeness of all corporate documents, records and
     instruments provided to the Firm by the Company and its representatives.
     The Firm assumed the accuracy of all statements of fact contained therein.
     The Firm further assumed the genuineness of signatures (both manual and
     conformed), the authenticity of documents submitted as originals, the
     conformity to originals of all copies, or faxed copies, and the correctness
     of all such documents. This opinion is conditioned on all of these
     assumptions being correct.

     E. The Firm expressly excepts from the opinion set forth herein any opinion
     concerning the propriety of any issuance of any shares, or the
     consideration tendered for such shares, and any opinion concerning the
     tradability of any shares whether or not issued under the Registration
     Statement.

     F. The opinion contained herein is rendered as of the date hereof, and the
     Firm undertakes no obligation to advise of any changes in or any new
     developments which might affect any matters or opinions set forth herein,
     and the Firm hereby disclaims any such obligation.

This Opinion may be relied upon by you only in connection with filing of the
Registration Statement, and the Firm hereby consents to the use of it as an
exhibit to the Registration Statement. This Opinion may not be used or relied
upon by you or any other person for any purpose whatsoever, without in each
instance the Firm's prior written consent.

Sincerely,

/s/ Woltjen Law Firm
---------------------------------
Woltjen Law Firm

                                       8
Exhibit 10.1

                        AmeriResource Technologies, Inc.
                            2005 STOCK INCENTIVE PLAN

SECTION 1.        General Purpose of the Plan; Definitions

         The name of the plan is the AmeriResource Technologies, Inc. 2005 STOCK
INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to encourage and enable
officers, directors, and employees of AmeriResource Technologies, Inc. (the
"Company") and its Subsidiaries and other persons to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company and its shareholders, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.

         The following terms shall be defined as set forth below:

         "Award" or "Awards", except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Statutory Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share
Awards and Stock Appreciation Rights.

         "Board" means the Board of Directors of the Company.

         "Cause" means (i) any material breach by the participant of any
agreement to which the participant and the Company are both parties, and (ii)
any act or omission justifying termination of the participant's employment for
cause, as determined by the Committee.

         "Change of Control" shall have the meaning set forth in Section 15.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Conditioned Stock Award" means an Award granted pursuant to Section 6.

         "Committee" shall have the meaning set forth in Section 2.

         "Disability" means disability as set forth in Section 22(e)(3) of the
Code.

         "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 17.

         "Eligible Person" shall have the meaning set forth in Section 4.

         "Fair Market Value" on any given date means the price per share of the
Stock on such date as reported by a nationally recognized stock exchange, or, if
the Stock is not listed on such an exchange, as reported by NASDAQ or any of the
NASD's quotation systems, or, if the Stock is not quoted on NASDAQ, the fair
market value of the Stock as determined by the Committee.

                                       9
"Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Statutory Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Normal Retirement" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of the
Company and its Subsidiaries then in effect.

         "Outside Director" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section 1504(a)
of the Code, which includes the Company (an "Affiliate"), (ii) is not a former
employee of the Company or any Affiliate who is receiving compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
Company's or any Affiliate's taxable year, (iii) has not been an officer of the
Company or any Affiliate and (iv) does not receive remuneration from the Company
or any Affiliate, either directly or indirectly, in any capacity other than as a
director or as a member of a committee established by the Board of Directors.
"Outside Director" shall be determined in accordance with Section 162(m) of the
Code and the Treasury regulations issued thereunder.

         "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

         "Performance Share Award" means an Award granted pursuant to Section 8.

         "Stock" means the Common Stock, par value $0.0001 of the Company,
subject to adjustments pursuant to Section 3.

         "Stock Appreciation Right" means an Award granted pursuant to Section
9.

         "Subsidiary" means a subsidiary as defined in Section 424 of the Code.

         "Unrestricted Stock Award" means Awards granted pursuant to Section 7.

SECTION 2.        Administration of Plan; Committee Authority to Select
Participants and Determine Awards

         (a) Committee. The Plan shall be administered by either (i) a committee
of the Board consisting of not less than two Directors (the "Committee"), or
(ii) in the absence of a committee, the Board of Directors may act as the
Committee at any time. Except as specifically reserved to the Board under the
terms of the Plan, the Committee shall have full and final authority to operate,
manage and administer the Plan on behalf of the Company. Action by the Committee
shall require the affirmative vote of a majority of all members thereof. The

                                       10
Board may establish an additional single-member committee (consisting of an
executive officer) that shall have the power and authority to grant Awards to
non-executive officers and to make all other determinations under the Plan with
respect thereto.

         (b) Powers of Committee. The Committee shall have the power and
authority to grant and modify Awards consistent with the terms of the Plan,
including the power and authority:

                  (i) to select the persons to whom Awards may from time to time
be granted;

                  (ii) to determine the time or times of grant, and the extent,
         if any, of Incentive Stock Options, Non-Statutory Stock Options,
         Restricted Stock, Unrestricted Stock, Performance Shares and Stock
         Appreciation Rights, or any combination of the foregoing, granted to
         any one or more participants;

                  (iii) to determine the number of shares to be covered by any
         Award;

                  (iv) to determine and modify the terms and conditions,
         including restrictions, not inconsistent with the terms of the Plan, of
         any Award, which terms and conditions may differ among individual
         Awards and participants, and to approve the form of written instruments
         evidencing the Awards; provided, however, that no such action shall
         adversely affect rights under any outstanding Award without the
         participant's consent;

                  (v) to accelerate the exercisability or vesting of all or any
         portion of any Award;

                  (vi) subject to the provisions of Section 5(b), to extend the
         period in which any outstanding Stock Option or Stock Appreciation
         Right may be exercised;

                  (vii) to determine whether, to what extent, and under what
         circumstances Stock and other amounts payable with respect to an Award
         shall be deferred either automatically or at the election of the
         participant and whether and to what extent the Company shall pay or
         credit amounts equal to interest (at rates determined by the Committee)
         or dividends or deemed dividends on such deferrals; and

                  (viii) to adopt, alter and repeal such rules, guidelines and
         practices for administration of the Plan and for its own acts and
         proceedings as it shall deem advisable; to interpret the terms and
         provisions of the Plan and any Award (including related written
         instruments); to make all determinations it deems advisable for the
         administration of the Plan; to decide all disputes arising in
         connection with the Plan; and to otherwise supervise the administration
         of the Plan.

                  (ix) to make Awards independent of or in connection with the
         granting of any other Award under the Plan. Awards may be granted under
         the Plan to any Eligible Person.

                                       11
(x) to include in any Awards granted under the Plan such terms
         and conditions with respect to its termination as the Committee, in its
         discretion, may from time to time determine.

         All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

SECTION 3.        Shares Issuable under the Plan; Mergers; Substitution

         (a) Shares Issuable. The maximum number of shares of Stock with respect
to which Awards (including Stock Appreciation Rights) may be granted under the
Plan shall be Twenty Five Million (25,000,000); such number to supplement, and
not to replace, any prior plans authorized by the Corporation's board of
directors. For purposes of this limitation, the shares of Stock underlying any
Awards which are forfeited, cancelled, reacquired by the Company or otherwise
terminated (other than by exercise) shall be added back to the shares of Stock
with respect to which Awards may be granted under the Plan so long as the
participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying shares of Stock to which the Award
related. Subject to such overall limitation, any type or types of Award may be
granted with respect to shares, including Incentive Stock Options. Shares issued
under the Plan may be authorized but unissued shares or shares reacquired by the
Company.

         (b) Stock Dividends, Mergers, etc. In the event that after approval of
the Plan by the directors of the Company in accordance with Section 17, the
Company effects a stock dividend, stock split or similar change in
capitalization affecting the Stock, the Committee shall make appropriate
adjustments in (i) the number and kind of shares of stock or securities with
respect to which Awards may thereafter be granted (including without limitation
the limitations set forth in Section 3(a) and Section 3(b) above), (ii) the
number and kind of shares remaining subject to outstanding Awards, and (iii) the
option or purchase price in respect of such shares. In the event of any merger,
consolidation, dissolution or liquidation of the Company, the Committee in its
sole discretion may, as to any outstanding Awards, make such substitution or
adjustment in the aggregate number of shares reserved for issuance under the
Plan and in the number and purchase price (if any) of shares subject to such
Awards as it may determine and as may be permitted by the terms of such
transaction, or accelerate, amend or terminate such Awards upon such terms and
conditions as it shall provide (which, in the case of the termination of the
vested portion of any Award, shall require payment or other consideration which
the Committee deems equitable in the circumstances), subject, however, to the
provisions of Section 15.

         (c) Substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
Corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing Corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing Corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances. Shares which may be delivered under
such substitute awards may be in addition to the maximum number of shares
provided for in Section 3(a).

                                       12
SECTION 4. Eligibility.

         Awards may be granted to officers, directors, and employees of and
consultants and advisers to the Company or its Subsidiaries ("Eligible
Persons"), subject to limitations set forth in Form S-8 of the Securities Act of
1933. The adoption of the Plan shall not be deemed to give any person a right to
be granted an Award.

SECTION 5. Stock Options.

         The Committee may grant to Eligible Persons options to purchase stock.

         Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options (subject to compliance with applicable law) or Non-Statutory Stock
Options. Unless otherwise so designated, an Option shall be a Non-Statutory
Stock Option. To the extent that any option does not qualify as an Incentive
Stock Option, it shall constitute a Non-Statutory Stock Option.

         No Incentive Stock Option shall be granted under the Plan after the
tenth anniversary of the earlier of (i) the date of adoption of the Plan by the
Board, or (ii) the date on which the Plan is ratified by the stockholders as set
forth in Section 17.

         The Committee in its discretion may determine the effective date of
Stock Options, provided, however, that grants of Incentive Stock Options shall
be made only to persons who are, on the effective date of the grant, employees
of the Company or any Subsidiary. Stock Options granted pursuant to this Section
5 shall be subject to the following terms and conditions and the terms and
conditions of Section 13 and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable.

         (a) Exercise Price. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined by
the Committee at the time of grant but shall be, in the case of Incentive Stock
Options, not less than one hundred percent (100%) of Fair Market Value on the
date of grant. If an employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than ten
percent (10%) of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent Corporation and an Incentive Stock Option is
granted to such employee, the option price shall be not less than one hundred
ten percent (110%) of Fair Market Value on the grant date.

         (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten (10)
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent Corporation and an Incentive Stock Option is
granted to such employee, the term of such option shall be no more than five (5)
years from the date of grant.

                                       13
(c) Exercisability; Rights of a Shareholder. Stock Options shall become
vested and exercisable at such time or times, whether or not in installments, as
shall be determined by the Committee at or after the grant date. The Committee
may at any time accelerate the exercisability of all or any portion of any Stock
Option. An optionee shall have the rights of a shareholder only as to shares
acquired upon the exercise of a Stock Option and not as to unexercised Stock
Options.

         (d) Method of Exercise. Stock Options may be exercised in whole or in
part, by delivering written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by
one or more of the following methods:

                  (i) In cash or by certified or bank check or other instrument
acceptable to the Committee;

                  (ii) If permitted by the Committee, in its discretion, in the
         form of shares of Stock that are not then subject to restrictions and
         that have been owned by the optionee for a period of at least six
         months. Such surrendered shares shall be valued at Fair Market Value on
         the exercise date; or

                  (iii) By the optionee delivering to the Company a properly
         executed exercise notice together with irrevocable instructions to a
         broker to promptly deliver to the Company cash or a check payable and
         acceptable to the Company to pay the purchase price; provided that in
         the event the optionee chooses to pay the purchase price as so
         provided, the optionee and the broker shall comply with such procedures
         and enter into such agreements of indemnity and other agreements as the
         Committee shall prescribe as a condition of such payment procedure. The
         Company need not act upon such exercise notice until the Company
         receives full payment of the exercise price; or

                  (iv) The Board of Directors reserves the right to include a
         cashless exercise provision in any Stock Option issued to a
         participant; or

                  (v) By any other means (including, without limitation, by
         delivery of a promissory note of the optionee payable on such terms as
         are specified by the Committee) which the Committee determines are
         consistent with the purpose of the Plan and with applicable laws and
         regulations.

         The delivery of certificates representing shares of Stock to be
purchased pursuant to the exercise of a Stock Option will be contingent upon
receipt from the Optionee (or a purchaser acting in his stead in accordance with
the provisions of the Stock Option) by the Company of the full purchase price
for such shares and the fulfillment of any other requirements contained in the
Stock Option or imposed by applicable law.

                                       14
(e) Non-transferability of Options. Except as the Committee may provide
with respect to a Non-Statutory Stock Option, no Stock Option shall be
transferable other than by will or by the laws of descent and distribution and
all Stock Options shall be exercisable, during the optionee's lifetime, only by
the optionee.

         (f) Annual Limit on Incentive Stock Options. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Stock with respect
to which incentive stock options granted under this Plan and any other Plan of
the Company or its Subsidiaries become exercisable for the first time by an
optionee during any calendar year shall not exceed $100,000.

SECTION 6. Restricted Stock Awards.

         (a) Nature of Restricted Stock Award. The Committee in its discretion
may grant Restricted Stock Awards to any Eligible Person, entitling the
recipient to acquire, for a purchase price determined by the Committee, shares
of Stock subject to such restrictions and conditions as the Committee may
determine at the time of grant ("Restricted Stock"), including continued
employment and/or achievement of pre-established performance goals and
objectives.

         (b) Acceptance of Award. A participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless the
participant shall have accepted the Award within sixty (60) days (or such
shorter date as the Committee may specify) following the award date by making
payment to the Company of the specified purchase price, of the shares covered by
the Award and by executing and delivering to the Company a written instrument
that sets forth the terms and conditions applicable to the Restricted Stock in
such form as the Committee shall determine.

         (c) Rights as a Shareholder. Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.

         (d) Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Subsidiaries for any reason (including death, Disability, Normal
Retirement and for Cause), the Company shall have the right, at the discretion
of the Committee, to repurchase shares of Restricted Stock with respect to which
conditions have not lapsed at their purchase price, or to require forfeiture of
such shares to the Company if acquired at no cost, from the participant or the
participant's legal representative. The Company must exercise such right of
repurchase or forfeiture within ninety (90) days following such termination of
employment (unless otherwise specified in the written instrument evidencing the
Restricted Stock Award).

                                       15
(e) Vesting of Restricted Stock. The Committee at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such preestablished performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." The Committee at any time may
accelerate such date or dates and otherwise waive or, subject to Section 13,
amend any conditions of the Award.

         (f) Waiver, Deferral and Reinvestment of Dividends. The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

SECTION 7. Unrestricted Stock Awards.

         (a) Grant or Sale of Unrestricted Stock. The Committee in its
discretion may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock") at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or sold
for past services or other valid consideration.

         (b) Restrictions on Transfers. The right to receive unrestricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered, other
than by will or the laws of descent and distribution.

SECTION 8. Performance Share Awards

         (a) Nature of Performance Shares. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee in its discretion shall determine
whether and to whom Performance Share Awards shall be made, the performance
goals applicable under each such Award, the periods during which performance is
to be measured, and all other limitations and conditions applicable to the
awarded Performance Shares.

SECTION 9. Stock Appreciation Rights

         The Committee in its discretion may grant Stock Appreciation Rights to
any Eligible Person (i) alone, or (ii) simultaneously with the grant of a Stock
Option and in conjunction therewith or in the alternative thereto. A Stock
Appreciation Right shall entitle the participant upon exercise thereof to
receive from the Company, upon written request to the Company at its principal
offices (the "Request"), a number of shares of Stock (with or without
restrictions as to substantial risk of forfeiture and transferability, as
determined by the Committee in its sole discretion) having an aggregate Fair
Market Value equal to the product of (i) the excess of Fair Market Value, on the
date of such Request, over the exercise price per share of Stock specified in
such Stock Appreciation Right or its related Option, multiplied by (ii) the
number of shares of Stock for which such Stock Appreciation Right shall be
exercised.

                                       16
SECTION 10. Termination of Stock Options and Stock Appreciation Rights

         (a) Incentive Stock Options:

                  (i) Termination by Death. If any participant's employment by
         the Company and its Subsidiaries terminates by reason of death, any
         Incentive Stock Option owned by such participant may thereafter be
         exercised to the extent exercisable at the date of death, by the legal
         representative or legatee of the participant, for a period of two (2)
         years (or such other period as the Committee shall specify at any time)
         from the date of death, or until the expiration of the stated term of
         the Incentive Stock Option, if earlier.

                  (ii) Termination by Reason of Disability or Normal Retirement.

                           (A) Any Incentive Stock Option held by a participant
                  whose employment by the Company and its Subsidiaries has
                  terminated by reason of Disability may thereafter be
                  exercised, to the extent it was exercisable at the time of
                  such termination, for a period of one (1) year (or such other
                  period as the Committee shall specify at any time) from the
                  date of such termination of employment, or until the
                  expiration of the stated term of the Option, if earlier.

                           (B) Any Incentive Stock Option held by a participant
                  whose employment by the Company and its Subsidiaries has
                  terminated by reason of Normal Retirement may thereafter be
                  exercised, to the extent it was exercisable at the time of
                  such termination, for a period of ninety (90) days (or such
                  other period as the Committee shall specify at any time) from
                  the date of such termination of employment, or until the
                  expiration of the stated term of the Option, if earlier.

                           (C) The Committee shall have sole authority and
                  discretion to determine whether a participant's employment has
                  been terminated by reason of Disability or Normal Retirement.

                           (D) Except as otherwise provided by the Committee at
                  the time of grant, the death of a participant during a period
                  provided in this Section 10(a)(ii) for the exercise of an
                  Incentive Stock Option shall extend such period for two (2)
                  years from the date of death, subject to termination on the
                  expiration of the stated term of the Option, if earlier.

                  (iii) Termination for Cause. If any participant's employment
                  by the Company and its Subsidiaries has been terminated for
                  Cause, any Incentive Stock Option held by such participant
                  shall immediately terminate and be of no further force and
                  effect; provided, however, that the Committee may, in its sole
                  discretion, provide that such Option can be exercised for a
                  period of up to thirty (30) days from the date of termination
                  of employment or until the expiration of the stated term of
                  the Option, if earlier.

                                       17
(iv) Other Termination. Unless otherwise determined by the
                  Committee, if a participant's employment by the Company and
                  its Subsidiaries terminates for any reason other than death,
                  Disability, Normal Retirement or for Cause, any Incentive
                  Stock Option held by such participant may thereafter be
                  exercised, to the extent it was exercisable on the date of
                  termination of employment, for ninety (90) days (or such other
                  period as the Committee shall specify at any time) from the
                  date of termination of employment or until the expiration of
                  the stated term of the Option, if earlier.

SECTION 11. Tax Withholding.

         (a) Payment by Participant. Each participant shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state, local
and/or payroll taxes of any kind required by law to be withheld with respect to
such income. The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.

         (b) Payment in Shares. A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or (ii) transferring
to the Company shares of Stock owned by the participant for a period of at least
six months and with an aggregate Fair Market Value (as of the date the minimum
withholding is effected) that would satisfy the withholding amount due.

SECTION 12. Transfer, Leave of Absence, Etc.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (i) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another;

         (ii) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

                                       18
SECTION 13. Amendments and Termination

         The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price, but such price, if any, must satisfy the
requirements which would apply to the substitute or amended Award if it were
then initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder's consent. However, no
such amendment, unless approved by the directors of the Company, shall be
effective if it would cause the Plan to fail to satisfy the incentive stock
option requirements of the Code.

SECTION 14. Status of Plan

         With respect to the portion of any Award which has not been exercised
and any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.

SECTION 15. Change of Control Provisions

         Upon the occurrence of a Change of Control as defined in this Section
15:

         (i) subject to the provisions of clause (iii) below, after the
effective date of such Change of Control, each holder of an outstanding Stock
Option, Restricted Stock Award, Performance Share Award or Stock Appreciation
Right shall be entitled, upon exercise of such Award, to receive, in lieu of
shares of Stock (or consideration based upon the Fair Market Value of Stock),
shares of such stock or other securities, cash or property (or consideration
based upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of Control;

         (ii) the Committee may accelerate the time for exercise of, and waive
all conditions and restrictions on, each unexercised and unexpired Stock Option,
Restricted Stock Award, Performance Share Award and Stock Appreciation Right,
effective upon a date prior or subsequent to the effective date of such Change
of Control, specified by the Committee; or

         (iii) each outstanding Stock Option, Restricted Stock Award,
Performance Share Award and Stock Appreciation Right may be cancelled by the
Committee as of the effective date of any such Change of Control provided that
(x) notice of such cancellation shall be given to each holder of such an Award
and (y) each holder of such an Award shall have the right to exercise such Award
to the extent that the same is then exercisable or, in full, if the Committee
shall have accelerated the time for exercise of all such unexercised and
unexpired Awards, during the thirty (30) day period preceding the effective date
of such Change of Control.

                                       19
(b) "Change of Control" shall mean the occurrence of any one of the
following events:

                  (i) any "person" (as such term is used in Sections 13(d) and
         14(d)(2) of the Act) becomes a "beneficial owner" (as such term is
         defined in Rule 13d-3 promulgated under the Act) (other than the
         Company, any trustee or other fiduciary holding securities under an
         employee benefit Plan of the Company, or any Corporation owned,
         directly or indirectly, by the stockholders of the Company in
         substantially the same proportions as their ownership of stock of the
         Company), directly or indirectly, of securities of the Company
         representing fifty percent (50%) or more of the combined voting power
         of the Company's then outstanding securities; or

                  (ii) the stockholders of the Company approve a merger or
         consolidation of the Company with any other Corporation or other
         entity, other than a merger or consolidation which would result in the
         voting securities of the Company outstanding immediately prior thereto
         continuing to represent (either by remaining outstanding or by being
         converted into voting securities of the surviving entity) more than
         sixty-five percent (65%) of the combined voting power of the voting
         securities of the Company or such surviving entity outstanding
         immediately after such merger or consolidation; or

                  (iii) the stockholders of the Company approve a Plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets.

SECTION 16. General Provisions

         (a) No Distribution; Compliance with Legal Requirements. The Committee
may require each person acquiring shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.

         No shares of Stock shall be issued pursuant to an Award until all
applicable securities laws and other legal and stock exchange requirements have
been satisfied. The Committee may require the placing of such stop orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.

         (b) Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

         (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

                                       20
(d) Securities Act Legend; Certificates for shares of Stock, when
issued, may have the following legend, or statements of other applicable
restrictions endorsed thereon and may not be immediately transferable:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE
SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE
DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER
(WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER
DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

This legend shall not be required for shares of Stock issued pursuant to an
effective registration statement under the Securities Act.

         (e) Furnish Information; Each participant shall furnish to the Company
all information requested by the Company to enable it to comply with any
reporting or other requirement imposed upon the Company by or under any
applicable statute or regulation.

         (f) Information Confidential; As partial consideration for the granting
of each Award hereunder, the Participant shall agree with the Company that he
will keep confidential all information and knowledge that he has relating to the
manner and amount of his participation in the Plan; provided, however, that such
information may be disclosed as required by law and may be given in confidence
to the Participant's spouse, tax and financial advisors, or to a financial
institution to the extent that such information is necessary to secure a loan.
In the event any breach of this promise comes to the attention of the Committee,
it shall take into consideration that breach in determining whether to recommend
the grant of any future Award to that Participant, as a factor militating
against the advisability of granting any such future Award to that individual.

SECTION 17. Effective Date of Plan

         The Plan shall become effective upon approval by the board of directors
of the Company; however, no Incentive Stock Option shall be granted unless and
until the Plan is ratified at a meeting of the stockholders of the Company.

SECTION 18. Governing Law

         This Plan shall be governed by, and construed and enforced in
accordance with, the substantive laws of the State of Delaware without regard to
its principles of conflicts of laws.

ATTEST:

/s/ Delmar Janovec
Delmar Janovec, President

                                       21
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 21, 2005

Board of Directors
AmeriResource Technologies, Inc.
3440 E. Russell Road, Suite 217
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, 2004 in the Company's Form S-8 registration statement.

Sincerely,

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

                                       22