As filed with the Securities and Exchange Commission on May 17, 2001
                                                      File No. 333-
                                                      ------------------------
Commission file number:   0-20033

                      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                               87-0550824
               --------                               ----------
     (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation or Organization)            Identification Number)

           4445 South Jones Blvd., Suite 2, Las Vegas, Nevada 89103
           --------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

          2001 Stock Option Plan of AmeriResource Technologies, Inc.
          ----------------------------------------------------------
                           (Full Title of the Plan)

   Delmar Janovec, 4445 South Jones Blvd., Suite 2, Las Vegas, Nevada 89103
   ------------------------------------------------------------------------
           (Name, Address, Including Zip Code, of Agent for Service)

  Telephone number, including area code, of agent for service: 702-362-9284

                        CALCULATION OF REGISTRATION FEE

Title of Securities     Amount of       Proposed        Proposed       Amount of
  to be Registered     Shares to be      Maximum         Maximum    Registration
                        Registered    Offering Price    Aggregate         Fee
                                      Per Share(1)    Offering Price
   Common Stock,        50,000,000       $0.008         $400,000        $122.00
 par value $0.0001
====================  ============== =============== =============== ===========

(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the closing price of the registrant's common stock as of May 16, 2001, a date
within five business days prior to the date of filing of this registration
statement.

   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.

                                 Total number of pages:                    5
                                                                         -----
                                 Index to Exhibits is located on page:     5
                                                                         -----



<PAGE>



         PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

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

Registration Statement Item Numbers and Headings              Prospectus Heading

Item 1.  Plan Information                               Section 10(a) Prospectus

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


          PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

   1. Our Annual Report on Form 10-QSB for the fiscal year ended December 31,
2000.

   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, 2000.

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


                                    Page 2

<PAGE>



Item 5. Interests of Named Experts and Counsel.

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

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

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

Item 7.   Exemption from Registration Claimed.

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

Item 8. Exhibits.

The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which is found on page 6.

Item 9.  Undertakings.

(a)   The undersigned Registrant hereby undertakes:

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


                                    Page 3

<PAGE>



   (2) To treat, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment as a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

   (3) To remove from registration by means of a post-effective amendment any of
   the securities being registered which remain unsold at the termination of the
   offering.









                [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]




                                    Page 4

<PAGE>



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form 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 May 16, 2001.

                  AMERIRESOURCE TECHNOLOGIES, INC.


                  By:    /s/ Delmar Janovec
                        -------------------------------------------
                         Delmar Janovec, President


                               POWER OF ATTORNEY

The undersigned directors and officers of AMERIRESOURCE TECHNOLOGIES, INC.
hereby constitute and appoint Delmar Janovec, with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorney-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.



Signature                         Title                    Date

 /s/ Delmar Janovec               Chairman of the Board of May 16, 2001
----------------------------------
Delmar Janovec                    Directors and Chief Executive
                                  Officer

 /s/ Rod Clawson                  Director                 May 16, 2001
------------------------------------------                 ------------
Rod Clawson



                                    Page 5

<PAGE>



                               INDEX TO EXHIBITS


Exhibit No.    SEC Ref.                   Description of Exhibit
                 No.

     A            4       2001 Stock Option Plan of the Company

     B           5,23     Opinion and Consent of Counsel with Respect to the
                          Availability of Form S-8

     C            23      Consent of Accountant



                                    Page 6

<PAGE>



                                                                     Exhibit 4

                         THE 2001 STOCK OPTION PLAN
                                      OF
                       AMERIRESOURCE TECHNOLOGIES, INC.

   AmeriResource Technologies, Inc., a Delaware corporation (the "Company"),
hereby adopts the 2001 Stock Option Plan of AmeriResource Technologies, Inc.
(this "Plan"), on this 24rd day of April 2001. Under this Plan, the Company may
grant options to acquire (the "Options") Fifty Million (50,000,000) shares of
its common stock, par value $0.0001 (the "Stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and conditions
set forth herein. In addition, at the discretion of the Board of Directors,
options to acquire stock of the Company may from time to time be granted under
this Plan to other individuals, including consultants or advisors, who
contribute to the success of the Company or its subsidiaries and are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services shall not be in
connection with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market in our
securities.

1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, and in attracting new personnel as needed and
to provide such personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's business, and
to provide them with an opportunity to obtain or increase a proprietary interest
in the Company. It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives to
have contributed to the success of the Company, or who are important to the
continued business and operations of the Company. The above goals will be
achieved through the granting of Options.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of governing law, the Board may delegate administration of
this Plan or specific administrative duties with respect to this Plan on such
terms and to such committees of the Board as it deems proper (hereinafter the
Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. The grant of any Option approved
by a majority vote of those Plan Administrators attending a duly and properly
held meeting shall be valid. Any Option approved by the Plan Administrators
shall be approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan.   A total of Fifty Million (50,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted under
this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility.  The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company, or its subsidiaries, including consultants and advisors, provided that
such



<PAGE>



consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market in our securities. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Options shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options and Certain Limitations on Right to Exercise.
   -------------------------------------------------------------

   a. Each Option shall have its term established by the Plan Administrators at
   the time the Option is granted but in no event may such term exceed three (3)
   years.

   b. The term of the Option, once it is granted, may be reduced only as
   provided for in this Plan and under the express written provisions of the
   Option.

   c. Unless otherwise specifically provided by the written provisions of the
   Option or required by applicable disclosure or other legal requirements
   promulgated by the Securities and Exchange Commission ("SEC"), no participant
   of this Plan or his or her legal representative, legatee, or distributee will
   be, or shall be deemed to be, a holder of any shares subject to an Option
   unless and until such participant exercises his or her right to acquire all
   or a portion of the Stock subject to the Option and delivers the full
   exercise price to the Company in accordance with the terms of this Plan and
   the Option and then only as to the number of shares of Stock validly
   acquired. Except as specifically provided in this Plan or as otherwise
   specifically provided by the written provisions of the Option, no adjustment
   to the exercise price or the number of shares of Stock subject to the Option
   shall be made for dividends or other rights for which the record date is
   prior to the date on which the Stock subject to the Option is acquired by the
   holder.

   d. The number of shares of common stock subject to an Option shall be
   adjusted to take into account any stock splits, stock dividends,
   recapitalization of the common stock as provided in the stock option plan.

   e. Options shall vest and become exercisable at such time or times and on
   such terms as the Plan Administrators may determine at the time Options are
   granted, subject to this Plan's requirements and restrictions.

   f. Options may contain such other provisions, including further lawful
   restrictions on the vesting and exercise of the Options as the Plan
   Administrators may deem advisable.

   g. In no event may an Option be exercised after the expiration of its term.

   h. Options shall be non-transferable, except by the laws of descent and
   distribution.

7. Exercise Price.  At the time Options are granted, the Plan Administrators
shall establish the exercise price payable to the Company for shares to be
obtained pursuant to Options.

8. Payment of Exercise Price.  The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.




<PAGE>



9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company may
initially pay the Optionee's liability and be reimbursed by Optionee no later
than six months after such liability arises and as a condition of accepting
Options hereunder, all Optionees hereby agree to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, in its
discretion, may adjust the Options or issue replacements to best maintain for
the Option Holder the same or similar rights as were possessed prior to such
dilution or other adjustment.

11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each unexercised Option shall be subject
to the requirement that, if at any time, the Plan Administrators shall
determine, in its sole discretion, that it is necessary or desirable to list,
register, or qualify the shares covered by unexercised Options on any securities
exchange or under any state or federal law, or obtain the consent or approval of
any governmental agency or regulatory body as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless and
until such listing, registration, consent, or approval shall have been effected
or obtained free of any conditions not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the fifty-millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six-month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.


ATTEST:


/s/ Delmar Janovec
Delmar Janovec, President



<PAGE>



                                                                 Exhibit 5, 23



April 24, 2001

Board of Directors
AmeriResource Technologies,  Inc.
4445 South Jones Blvd., Suite 2
Las Vegas, NV 89103

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 May
16, 2001, a registration statement on Form S-8 under the Securities Act of 1933,
as amended ("Registration Statement"), concerning Fifty Million (50,000,000)
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 on Form S-8. Based on these representations and to
the best of the Firm's knowledge, the Firm is of the opinion that Form S-8 is a
form of registration available to the Company as of the date above. 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.

   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.



<PAGE>



   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



<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 o (210) 691-2911 (fax)

                                                                       Member:
                                                   American Institute of CPA's
                                                        Texas Society of CPA's


May 17, 2001


I consent to the use, of my report dated March 28, 2001, in the Form S8, on the
financial statements of AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES dated
December 31, 2000, included herein and to the reference made to me.


/S/ Clyde Bailey
Clyde Bailey



<PAGE>
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As filed with the Securities and Exchange Commission on May 17, 2001
                                                      File No. 333-
                                                      ------------------------
Commission file number:   0-20033

                      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                               87-0550824
               --------                               ----------
     (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation or Organization)            Identification Number)

           4445 South Jones Blvd., Suite 2, Las Vegas, Nevada 89103
           --------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

          2001 Stock Option Plan of AmeriResource Technologies, Inc.
          ----------------------------------------------------------
                           (Full Title of the Plan)

   Delmar Janovec, 4445 South Jones Blvd., Suite 2, Las Vegas, Nevada 89103
   ------------------------------------------------------------------------
           (Name, Address, Including Zip Code, of Agent for Service)

  Telephone number, including area code, of agent for service: 702-362-9284

                        CALCULATION OF REGISTRATION FEE

Title of Securities     Amount of       Proposed        Proposed       Amount of
  to be Registered     Shares to be      Maximum         Maximum    Registration
                        Registered    Offering Price    Aggregate         Fee
                                      Per Share(1)    Offering Price
   Common Stock,        50,000,000       $0.008         $400,000        $122.00
 par value $0.0001
====================  ============== =============== =============== ===========

(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the closing price of the registrant's common stock as of May 16, 2001, a date
within five business days prior to the date of filing of this registration
statement.

   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.

                                 Total number of pages:                    5
                                                                         -----
                                 Index to Exhibits is located on page:     5
                                                                         -----
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

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

Registration Statement Item Numbers and Headings              Prospectus Heading

Item 1.  Plan Information                               Section 10(a) Prospectus

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

          PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

   1. Our Annual Report on Form 10-QSB for the fiscal year ended December 31,
2000.

   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, 2000.

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

                                    Page 2
Item 5. Interests of Named Experts and Counsel.

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

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

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

Item 7.   Exemption from Registration Claimed.

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

Item 8. Exhibits.

The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which is found on page 6.

Item 9.  Undertakings.

(a)   The undersigned Registrant hereby undertakes:

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

                                    Page 3
(2) To treat, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment as a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

   (3) To remove from registration by means of a post-effective amendment any of
   the securities being registered which remain unsold at the termination of the
   offering.

                [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                    Page 4
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form 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 May 16, 2001.

                  AMERIRESOURCE TECHNOLOGIES, INC.

                  By:    /s/ Delmar Janovec
                        -------------------------------------------
                         Delmar Janovec, President

                               POWER OF ATTORNEY

The undersigned directors and officers of AMERIRESOURCE TECHNOLOGIES, INC.
hereby constitute and appoint Delmar Janovec, with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorney-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                         Title                    Date

 /s/ Delmar Janovec               Chairman of the Board of May 16, 2001
----------------------------------
Delmar Janovec                    Directors and Chief Executive
                                  Officer

 /s/ Rod Clawson                  Director                 May 16, 2001
------------------------------------------                 ------------
Rod Clawson

                                    Page 5
INDEX TO EXHIBITS

Exhibit No.    SEC Ref.                   Description of Exhibit
                 No.

     A            4       2001 Stock Option Plan of the Company

     B           5,23     Opinion and Consent of Counsel with Respect to the
                          Availability of Form S-8

     C            23      Consent of Accountant

                                    Page 6
Exhibit 4

                         THE 2001 STOCK OPTION PLAN
                                      OF
                       AMERIRESOURCE TECHNOLOGIES, INC.

   AmeriResource Technologies, Inc., a Delaware corporation (the "Company"),
hereby adopts the 2001 Stock Option Plan of AmeriResource Technologies, Inc.
(this "Plan"), on this 24rd day of April 2001. Under this Plan, the Company may
grant options to acquire (the "Options") Fifty Million (50,000,000) shares of
its common stock, par value $0.0001 (the "Stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and conditions
set forth herein. In addition, at the discretion of the Board of Directors,
options to acquire stock of the Company may from time to time be granted under
this Plan to other individuals, including consultants or advisors, who
contribute to the success of the Company or its subsidiaries and are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services shall not be in
connection with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market in our
securities.

1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, and in attracting new personnel as needed and
to provide such personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's business, and
to provide them with an opportunity to obtain or increase a proprietary interest
in the Company. It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives to
have contributed to the success of the Company, or who are important to the
continued business and operations of the Company. The above goals will be
achieved through the granting of Options.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of governing law, the Board may delegate administration of
this Plan or specific administrative duties with respect to this Plan on such
terms and to such committees of the Board as it deems proper (hereinafter the
Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. The grant of any Option approved
by a majority vote of those Plan Administrators attending a duly and properly
held meeting shall be valid. Any Option approved by the Plan Administrators
shall be approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan.   A total of Fifty Million (50,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted under
this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility.  The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company, or its subsidiaries, including consultants and advisors, provided that
such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market in our securities. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Options shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options and Certain Limitations on Right to Exercise.
   -------------------------------------------------------------

   a. Each Option shall have its term established by the Plan Administrators at
   the time the Option is granted but in no event may such term exceed three (3)
   years.

   b. The term of the Option, once it is granted, may be reduced only as
   provided for in this Plan and under the express written provisions of the
   Option.

   c. Unless otherwise specifically provided by the written provisions of the
   Option or required by applicable disclosure or other legal requirements
   promulgated by the Securities and Exchange Commission ("SEC"), no participant
   of this Plan or his or her legal representative, legatee, or distributee will
   be, or shall be deemed to be, a holder of any shares subject to an Option
   unless and until such participant exercises his or her right to acquire all
   or a portion of the Stock subject to the Option and delivers the full
   exercise price to the Company in accordance with the terms of this Plan and
   the Option and then only as to the number of shares of Stock validly
   acquired. Except as specifically provided in this Plan or as otherwise
   specifically provided by the written provisions of the Option, no adjustment
   to the exercise price or the number of shares of Stock subject to the Option
   shall be made for dividends or other rights for which the record date is
   prior to the date on which the Stock subject to the Option is acquired by the
   holder.

   d. The number of shares of common stock subject to an Option shall be
   adjusted to take into account any stock splits, stock dividends,
   recapitalization of the common stock as provided in the stock option plan.

   e. Options shall vest and become exercisable at such time or times and on
   such terms as the Plan Administrators may determine at the time Options are
   granted, subject to this Plan's requirements and restrictions.

   f. Options may contain such other provisions, including further lawful
   restrictions on the vesting and exercise of the Options as the Plan
   Administrators may deem advisable.

   g. In no event may an Option be exercised after the expiration of its term.

   h. Options shall be non-transferable, except by the laws of descent and
   distribution.

7. Exercise Price.  At the time Options are granted, the Plan Administrators
shall establish the exercise price payable to the Company for shares to be
obtained pursuant to Options.

8. Payment of Exercise Price.  The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.
9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company may
initially pay the Optionee's liability and be reimbursed by Optionee no later
than six months after such liability arises and as a condition of accepting
Options hereunder, all Optionees hereby agree to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, in its
discretion, may adjust the Options or issue replacements to best maintain for
the Option Holder the same or similar rights as were possessed prior to such
dilution or other adjustment.

11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each unexercised Option shall be subject
to the requirement that, if at any time, the Plan Administrators shall
determine, in its sole discretion, that it is necessary or desirable to list,
register, or qualify the shares covered by unexercised Options on any securities
exchange or under any state or federal law, or obtain the consent or approval of
any governmental agency or regulatory body as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless and
until such listing, registration, consent, or approval shall have been effected
or obtained free of any conditions not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the fifty-millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six-month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.

ATTEST:

/s/ Delmar Janovec
Delmar Janovec, President
Exhibit 5, 23

April 24, 2001

Board of Directors
AmeriResource Technologies,  Inc.
4445 South Jones Blvd., Suite 2
Las Vegas, NV 89103

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 May
16, 2001, a registration statement on Form S-8 under the Securities Act of 1933,
as amended ("Registration Statement"), concerning Fifty Million (50,000,000)
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 on Form S-8. Based on these representations and to
the best of the Firm's knowledge, the Firm is of the opinion that Form S-8 is a
form of registration available to the Company as of the date above. 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.

   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
Exhibit 23

CLYDE BAILEY P.C.
------------------------------------------------------------------------------
                                                   Certified Public Accountant
                                                      10924 Vance Jackson #404
                                                      San Antonio, Texas 78230
                                                          (210) 699-1287(ofc.)
                                         (888) 699-1287 o (210) 691-2911 (fax)

                                                                       Member:
                                                   American Institute of CPA's
                                                        Texas Society of CPA's

May 17, 2001

I consent to the use, of my report dated March 28, 2001, in the Form S8, on the
financial statements of AMERIRESOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES dated
December 31, 2000, included herein and to the reference made to me.

/S/ Clyde Bailey
Clyde Bailey