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

                  Post Effective Amendment No. 7 to Form S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933


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


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



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



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



   DELMAR JANOVEC, 3440 E. RUSSELL ROAD, SUITE 217, LAS VEGAS, NEVADA 89120
   ------------------------------------------------------------------------
           (Name, Address, Including Zip Code, of Agent for Service)

  Telephone number, including area code, of agent for service: (702) 214-4249

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


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

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

COMMON STOCK,            	   0                   0            	     0         $0.00
PAR VALUE $0.0001

</TABLE>


      (1) Pursuant toRule 457(h) of the Securities Act of 1933, no new shares
         are being registered with this filing, only amendments to the Stock
         Incentive Plan provisions.

In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.



                               EXPLANATORY NOTE

      This Post-Effective Amendment No. 7 to the Registration Statement on Form
S-8  of  AmeriResource  Technologies,  Inc.  (the  "Registrant") is being filed
pursuant to General Instruction E of Form S-8 in connection  with the filing of
a  Second  Amended  2005  Stock  Incentive  Plan as attached hereto,  including
changes  to  Section 5(a) Exercise Price and subsection  (f)  to  increase  the
annual  limit  on  Incentive  Stock  Options  from  $100,000  to  $250,000  per
individual recipient  of options. The contents of the Registration Statement on
Form S-8 (File No. 333-124381), filed by the Registrant with the Securities and
Exchange  Commission  on   April  27,  2005  under  which  twenty-five  million
(25,000,000)  shares  of  Common   Stock  were  registered  for  issuance,  are
incorporated by reference. The contents  of  the Post Effective Amendment No. 1
to the Registration Statement on Form S-8 (File  No.  333-124381), filed by the
Registrant with the Securities and Exchange Commission  on  September  30, 2005
under  which thirty million (30,000,000) shares of Common Stock were registered
for issuance, are incorporated by reference. The contents of the Post Effective
Amendment  No.  2  to  the  Registration  Statement  on Form S-8 (File No. 333-
124381), filed by the Registrant with the Securities and Exchange Commission on
January 20, 2006 under which fifty million (50,000,000)  shares of Common Stock
were registered for issuance, are incorporated by reference.   The  contents of
Post Effective Amendment No. 3 to the Registration Statement on Form  S-8 (file
No.  333-124381),  filed  by  the  Registrant  with the Securities and Exchange
Commission on May 9, 2006 under which one hundred  million (100,000,000) shares
of  Common Stock were registered for issuance, are incorporated  by  reference.
The contents of Post Effective Amendment No. 4 to the Registration Statement on
Form S-8 (file No. 333-124381), filed by the Registrant with the Securities and
Exchange  Commission  on  September  1,  2006  under  which one hundred million
(100,000,000)  shares  of  Common  Stock  were  registered  for  issuance,  are
incorporated by reference.  The contents of Post-effective Amendment  No.  5 to
the  Registration  Statement  on  Form S-8 (file No. 333-139860) filed with the
Securities and Exchange Commission  on  January 9, 2007 under which one hundred
twenty-five million (125,000,000) shares  of  Common  Stock were registered for
issuance,  are  incorporated  by  reference.   The contents  of  Post-effective
Amendment No. 6 to the Registration Statement on Form S-8 (file No. 333-142919)
filed with the Securities and Exchange Commission  on  May 15, 2007 under which
five hundred million (500,000,000) shares of Common Stock  were  registered for
issuance, are incorporated by reference.


PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

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


                                  SIGNATURES

      Pursuant to the requirements  of  the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable  grounds  to  believe  that  it
meets  all  the  requirements  for  filing on Form S-8 and has duly caused this
Post-Effective No. 7 to the Registration  Statement  to be signed on its behalf
by the undersigned, thereunto duly authorized, in the  city of Las Vegas, State
of Nevada on May 29, 2007.


AMERIRESOURCE TECHNOLOGIES, INC.

/s/ Delmar Janovec
_______________
Delmar Janovec, President

      Pursuant to the requirements of the Securities Act  of  1933, as amended,
this  Post-Effective  Amendment  No. 7 to the registration Statement  has  been
signed by the following persons in  capacities representing the majority of the
Registrant's Board of Directors, and on the dates indicated.

NAME			TITLE					DATE
----			-----					----
/s/ Delmar Janovec	President, Chief Executive		May 29, 2007
------------------	Officer, Principal Financial
Delmar Janovec		Officer, Principal Accounting
			Officer, and Chairman of the
			Board of Directors


                                 EXHIBIT INDEX

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

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

      10 (i)            Second Amended 2005 Stock Incentive Plan

      23                Consent  of  Auditors  to utilize independent auditor's
			report.
[{"type": "S-8", "sequence": "1", "filename": "ls8053007.txt", "description": "AMERIRESOURCE TECHNOLOGIES, INC. FORM S-8", "secsgml_size_bytes": 7156}]
{"company-data": {"conformed-name": "AMERIRESOURCE TECHNOLOGIES INC", "cik": "0000876490", "assigned-sic": "7389", "irs-number": "841084784", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-143356", "film-number": "07886763"}, "business-address": {"street1": "3440 E. RUSSELL ROAD", "street2": "SUITE 217", "city": "LAS VEGAS", "state": "NV", "zip": "89120", "phone": "702-214-4245"}, "mail-address": {"street1": "3440 E. RUSSELL ROAD", "street2": "SUITE 217", "city": "LAS VEGAS", "state": "NV", "zip": "89120"}, "former-company": {"former-conformed-name": "KLH ENGINEERING GROUP INC", "date-changed": "19930328"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                  Post Effective Amendment No. 7 to Form S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

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

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

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

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

   DELMAR JANOVEC, 3440 E. RUSSELL ROAD, SUITE 217, LAS VEGAS, NEVADA 89120
   ------------------------------------------------------------------------
           (Name, Address, Including Zip Code, of Agent for Service)

  Telephone number, including area code, of agent for service: (702) 214-4249
CALCULATION OF REGISTRATION FEE
     			-------------------------------

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

COMMON STOCK,            	   0                   0            	     0         $0.00
PAR VALUE $0.0001
(1) Pursuant toRule 457(h) of the Securities Act of 1933, no new shares
         are being registered with this filing, only amendments to the Stock
         Incentive Plan provisions.

In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.

                               EXPLANATORY NOTE

      This Post-Effective Amendment No. 7 to the Registration Statement on Form
S-8  of  AmeriResource  Technologies,  Inc.  (the  "Registrant") is being filed
pursuant to General Instruction E of Form S-8 in connection  with the filing of
a  Second  Amended  2005  Stock  Incentive  Plan as attached hereto,  including
changes  to  Section 5(a) Exercise Price and subsection  (f)  to  increase  the
annual  limit  on  Incentive  Stock  Options  from  $100,000  to  $250,000  per
individual recipient  of options. The contents of the Registration Statement on
Form S-8 (File No. 333-124381), filed by the Registrant with the Securities and
Exchange  Commission  on   April  27,  2005  under  which  twenty-five  million
(25,000,000)  shares  of  Common   Stock  were  registered  for  issuance,  are
incorporated by reference. The contents  of  the Post Effective Amendment No. 1
to the Registration Statement on Form S-8 (File  No.  333-124381), filed by the
Registrant with the Securities and Exchange Commission  on  September  30, 2005
under  which thirty million (30,000,000) shares of Common Stock were registered
for issuance, are incorporated by reference. The contents of the Post Effective
Amendment  No.  2  to  the  Registration  Statement  on Form S-8 (File No. 333-
124381), filed by the Registrant with the Securities and Exchange Commission on
January 20, 2006 under which fifty million (50,000,000)  shares of Common Stock
were registered for issuance, are incorporated by reference.   The  contents of
Post Effective Amendment No. 3 to the Registration Statement on Form  S-8 (file
No.  333-124381),  filed  by  the  Registrant  with the Securities and Exchange
Commission on May 9, 2006 under which one hundred  million (100,000,000) shares
of  Common Stock were registered for issuance, are incorporated  by  reference.
The contents of Post Effective Amendment No. 4 to the Registration Statement on
Form S-8 (file No. 333-124381), filed by the Registrant with the Securities and
Exchange  Commission  on  September  1,  2006  under  which one hundred million
(100,000,000)  shares  of  Common  Stock  were  registered  for  issuance,  are
incorporated by reference.  The contents of Post-effective Amendment  No.  5 to
the  Registration  Statement  on  Form S-8 (file No. 333-139860) filed with the
Securities and Exchange Commission  on  January 9, 2007 under which one hundred
twenty-five million (125,000,000) shares  of  Common  Stock were registered for
issuance,  are  incorporated  by  reference.   The contents  of  Post-effective
Amendment No. 6 to the Registration Statement on Form S-8 (file No. 333-142919)
filed with the Securities and Exchange Commission  on  May 15, 2007 under which
five hundred million (500,000,000) shares of Common Stock  were  registered for
issuance, are incorporated by reference.

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

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

      Pursuant to the requirements  of  the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable  grounds  to  believe  that  it
meets  all  the  requirements  for  filing on Form S-8 and has duly caused this
Post-Effective No. 7 to the Registration  Statement  to be signed on its behalf
by the undersigned, thereunto duly authorized, in the  city of Las Vegas, State
of Nevada on May 29, 2007.

AMERIRESOURCE TECHNOLOGIES, INC.

/s/ Delmar Janovec
_______________
Delmar Janovec, President

      Pursuant to the requirements of the Securities Act  of  1933, as amended,
this  Post-Effective  Amendment  No. 7 to the registration Statement  has  been
signed by the following persons in  capacities representing the majority of the
Registrant's Board of Directors, and on the dates indicated.

NAME			TITLE					DATE
----			-----					----
/s/ Delmar Janovec	President, Chief Executive		May 29, 2007
------------------	Officer, Principal Financial
Delmar Janovec		Officer, Principal Accounting
			Officer, and Chairman of the
			Board of Directors

                                 EXHIBIT INDEX

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

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

      10 (i)            Second Amended 2005 Stock Incentive Plan

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