WASHINGTON, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

                                                        SEC FILE NUMBER: 0-20033
(Check One):   [  ] Form 10-K  [   ] Form 20-F  [   ]  Form 11-K  [X] Form 10-Q
               [  ] Form N-SAR [  ] Form N-CSR

For Period Ended: March 31, 2005   

[     ] Transition Report on Form 10-K and Form 10-KSB
[     ] Transition Report on Form 20-F
[     ] Transition Report on Form 11-K
[     ] Transition Report on Form 10-QSB and Form 10-QSB
[     ] Transition Report on Form N-SAR

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


Full Name of Registrant                     AmeriResource Technologies, Inc.

Former Name if Applicable                   N/A

Address of Principal Executive Office:      3440 E. Russell Road, Suite 217
                                            Las Vegas, Nevada 89120

PART II--RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) the following should
be completed. (Check box if appropriate)

[   ] (a) The reasons described in reasonable detail in Part III of this form 
          could not be eliminated without unreasonable effort or expense;


[X]    (b)       The subject annual report, semiannual report, or transition 
                 report on Form 10-K, 10-KSB, 20-F, 11-K, Form N-SAR or 
                 Form N-CSR, or portion thereof will be filed on or before the 
                 fifteenth calendar day following the prescribed due date; or 
                 the subject quarterly report or transition report on Form 10-Q 
                 or 10-QSB, or portion thereof, will be filed on or before the 
                 fifth calendar day following the prescribed due date;

[   ]  (c)       The accountant's statement or other exhibit required by 
                 Rule 12b-25(c) has been attached if applicable.


State below in reasonable detail the reasons why form 10-K, 10-KSB, 11-K, 20-F,
10-Q, 10-QSB, N-SAR, N-CSR or portion thereof could not be filed within the
prescribed time period.

                  The Company's new independent auditor has not yet completed
                  the accounting documentation required for the Form 10-QSB.


        (1)       Name and telephone number of person to contact in regard to 
                  this notification.

                Delmar Janovec       President               (702) 214-4249 
                   (Name)             (Title)               (Telephone Number)

         (2)      Have all other periodic reports required under section 13 or
                  15(d) of the Securities Exchange Act of 1934 or section 30 of
                  the Investment Company Act of 1940 during the 12 months or for
                  such shorter period that the registrant was required to file
                  such report(s) been filed? If the answer is no, identify

                                 (X) Yes ( ) No

         (3)      Is it anticipated that any significant change in results of
                  operations from the corresponding period for the last fiscal
                  year will be reflected by the earnings statements to be
                  included in the subject report or portion thereof?

                                 ( ) Yes (X) No

                  If so, attach an explanation of the anticipated change, both
                  narrative and quantitatively, and, if appropriate, state the
                  reasons why a reasonable estimate of the results cannot be

                        AmeriResource Technologies, Inc.
                  (Name of Registrant as specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized.

Date: May 16, 2005                                   By: /s/ Delmar Janovec
                                                     Name:  Delmar Janovec
                                                     Title: President