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 of incorporation) (Employer Identification Number)

                9319 Santa Fe Drive, Overland Park, Kansas 66212

                    (Address of Principal Executive Offices)

           1999 Stock Option Plan of AmeriResource Technologies, Inc.

                            (Full Title of the Plan)

         Delmar Janovec, 9319 Santa Fe Drive, Overland Park, KS 66215

            (Name, Address, Including Zip Code, of Agent for Service)

   Telephone number, including area code, of agent for service: (913) 341-2738

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE

Title of                   Amount of         Proposed Max.       Proposed Max.        Amount of
Securities to be         Shares to be       Offering Price         Aggregate        Registration
Registered                 Registered          Per Share         Offering Price          Fee
-------------------    ----------------    ------------------  ------------------  ---------------
<S>                      <C>                   <C>               <C>                   <C>

Common Stock,            100,000,000           $0.170            $1,700,000.00         $470.62
par value
$0.0001
</TABLE>

(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 average bid and asked price of the  registrant's  common stock as of October
7, 1999,  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: 7
                     Index to Exhibits is located on page: 3


                                        1

<PAGE>

                                EXPLANATORY NOTE

      This  Form S-8  Registration  Statement  is being  filed by  AmeriResource
Technologies,  Inc.,  a Delaware  Corporation  (the  "Company").  The Company is
registering  additional shares under its 1999 Stock Option Plan as filed on Form
S-8 with the Securities and Exchange Commission on January 25, 1999,  Commission
file  number  C-20033.  The  contents  of the  Company's  Form S-8  Registration
Statement filed on January 25,1999,  are hereby  incorporated by reference.  The
Company has  modified  the 1999 Stock Option Plan to account for the issuance of
an  additional  100,000,000  shares which are being  registered on this Form S-8
Registration Statement.

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

                                   SIGNATURES

      Pursuant to the  requirement of the Securities Act of 1933, the registrant
certifies  that has  reasonable  grounds  to  believe  that it meets  all of the
requirements  for  filing  on From S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Salt Lake City, State of Utah, on October 7, 1999.


                                                AmeriResource Technologies, Inc.

                                                By:            /s/
                                                  Delmar Janovec, Chairman, CEO
                                                     and Director


                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints Delmar Janovec with power of substitution, as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

      Pursuant to the  requirements of the Securities Act of 1933, this Form S-8
has been  signed by the  following  persons  in the  capacities  and on the date
indicated.

          /s/                                                  October 7, 1999
Delmar Janovec, Chairman, CEO and Director                         Date


          /s/                                                  October 7, 1999
Rod Clawson, Director                                          Date






                                        2

<PAGE>



                                INDEX TO EXHIBITS






Exhibit   SEC Ref. No.  Page                 Description of Exhibit
------    -----------   ----   -------------------------------------------------
   A         5, 23       4      Opinion of and Consent of Counsel with respect
                                    to the Availability of Form S-8

   B          23         7       Accountant's Consent





















                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]






                                        3
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 6342}]
{"company-data": {"conformed-name": "AMERIRESOURCE TECHNOLOGIES INC", "cik": "0000876490", "assigned-sic": "8711", "irs-number": "841084784", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89011", "film-number": "99728386"}, "business-address": {"street1": "8815 E. LONG STREET", "city": "LENEXA", "state": "KS", "zip": "66215", "phone": "9138599292"}, "mail-address": {"street1": "8809 LONG STREET", "street2": "STE 210", "city": "LENEXA", "state": "KS", "zip": "66215"}, "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 of incorporation) (Employer Identification Number)

                9319 Santa Fe Drive, Overland Park, Kansas 66212

                    (Address of Principal Executive Offices)

           1999 Stock Option Plan of AmeriResource Technologies, Inc.

                            (Full Title of the Plan)

         Delmar Janovec, 9319 Santa Fe Drive, Overland Park, KS 66215

            (Name, Address, Including Zip Code, of Agent for Service)

   Telephone number, including area code, of agent for service: (913) 341-2738
CALCULATION OF REGISTRATION FEE

Title of                   Amount of         Proposed Max.       Proposed Max.        Amount of
Securities to be         Shares to be       Offering Price         Aggregate        Registration
Registered                 Registered          Per Share         Offering Price          Fee
-------------------    ----------------    ------------------  ------------------  ---------------
Common Stock,            100,000,000           $0.170            $1,700,000.00         $470.62
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 average bid and asked price of the  registrant's  common stock as of October
7, 1999,  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: 7
                     Index to Exhibits is located on page: 3

                                        1
EXPLANATORY NOTE

      This  Form S-8  Registration  Statement  is being  filed by  AmeriResource
Technologies,  Inc.,  a Delaware  Corporation  (the  "Company").  The Company is
registering  additional shares under its 1999 Stock Option Plan as filed on Form
S-8 with the Securities and Exchange Commission on January 25, 1999,  Commission
file  number  C-20033.  The  contents  of the  Company's  Form S-8  Registration
Statement filed on January 25,1999,  are hereby  incorporated by reference.  The
Company has  modified  the 1999 Stock Option Plan to account for the issuance of
an  additional  100,000,000  shares which are being  registered on this Form S-8
Registration Statement.

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

                                   SIGNATURES

      Pursuant to the  requirement of the Securities Act of 1933, the registrant
certifies  that has  reasonable  grounds  to  believe  that it meets  all of the
requirements  for  filing  on From S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Salt Lake City, State of Utah, on October 7, 1999.

                                                AmeriResource Technologies, Inc.

                                                By:            /s/
                                                  Delmar Janovec, Chairman, CEO
                                                     and Director

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints Delmar Janovec with power of substitution, as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

      Pursuant to the  requirements of the Securities Act of 1933, this Form S-8
has been  signed by the  following  persons  in the  capacities  and on the date
indicated.

          /s/                                                  October 7, 1999
Delmar Janovec, Chairman, CEO and Director                         Date

          /s/                                                  October 7, 1999
Rod Clawson, Director                                          Date

                                        2
INDEX TO EXHIBITS

Exhibit   SEC Ref. No.  Page                 Description of Exhibit
------    -----------   ----   -------------------------------------------------
   A         5, 23       4      Opinion of and Consent of Counsel with respect
                                    to the Availability of Form S-8

   B          23         7       Accountant's Consent

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        3