FORWARD-LOOKING INFORMATION

This quarterly report contains forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be deemed to be forward looking statements. These statements relate to future events or to the Company's future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements.

Although the Company believes the expectations reflected in the forward- looking statements are reasonable, it cannot guarantee future results, levels of activity, performance, or achievements. Although all such forward-looking statements are accurate and consequently do not assume responsibility for the ultimate accuracy and completeness of such forward-looking statements. The Company is under no duty to update any of the forward-looking statements after the date of this report to confirm such statements to actual results.

RESTATEMENT

The unaudited condensed consolidated statement of operations for the six month period ending June 30, 2006 have been restated. The restatement related to the reversal of the original recording of the gain on extinguishment of debt, as more fully discussed in Note 4 to the unaudited condensed consolidated financial statements. The financial information set forth in the following Management's Discussion and Analysis gives effect to the restatement.

GENERAL

AmeriResource Technologies, Inc. (the "Company") conducts operations as an holding company and operates primarily through its subsidiaries, West Texas Real Estate and Resources, Inc., RoboServer Systems Corp. ("RBSY"), Self-Serve Technologies, Inc. ("SSTI"), Net2Auction, Inc. ("NAUC"), Net2Auction Corporation ("N2AC"), AuctionWagon Inc. ("AWI"), Auction Boulevard ("AB") BizAuctions, Inc. ("BZCN"), and BizAuctions Corp. ("BZAC"), and VoIPCOM USA, Inc. ("VCMU"). As of June 30, 2007, the Company owned 100% of West Texas Real Estate and Resources, Inc. common stock. As of June 30, 2007, the Company owned approximately 37% of Net2Auction common stock and upon conversion of the SuperVoting Preferred collectively gives AmeriResource 57% control, which owns 100% of Net2Auction Corporation and AuctionWagon Inc. Net2Auction is publicly traded on the Pink Sheets under the stock symbol "NAUC." As of June 30, 2007, the Company owned approximately 40% of RoboServer's common stock and upon conversion of the SuperVoting Preferred by management would give the Company and management approximately 59% control, which owns 100% of Self-Serve Technologies, Inc. RoboServer is publicly traded on the Pink Sheets under the symbol "RBSY." As of June 30, 2007, the Company's subsidiary, Net2Auction owns approximately 72% of BizAuctions common stock and upon conversation of the Preferred would give the Company approximately 86% majority control. BizAuctions Inc.'s corporate name formerly was Kootenai Corp. which was changed in August of 2006. BizAuctions is publicly traded on the Pink Sheets under the symbol "BZCN." BizAuctions Corp. is a wholly-owned subsidiary of BizAuctions, Inc. As of June 30, 2007, the Company owned approximately 97% of VoIPCOM USA, Inc.' s common stock and upon conversion of the Preferred would give the Company approximately 99% majority control.

The Company continues to search for viable business operations to acquire or merge with in order to increase the Company's asset base, revenues, and to achieve profitability on a consistent level.

NET2AUCTION, INC.

Net2Auction currently operates as a holding company with its wholly-owned and majority owned subsidiaries, AuctionWagon, Inc. and BizAuctions, Inc. As of June 30, 2007, Net2Auction no longer operates drop-off locations through partnerships with pack and ship centers and co-manages twenty-three (23) affiliate locations that were acquired in the acquisition of AuctionWagon Inc., on September 30, 2005. During the 2nd quarter of 2007, Net2Auction developed numerous business commercial accounts with several retailers-wholesalers within the USA. Net2 liquidates the excess inventory and/or returned merchandise of such accounts on eBay. The Company has obtained such commercial accounts in a wide variety of business industries or segments, including golf products, electronics-computer items, shoes for both men and woman, and clothing for men, women, and children. Net2Auction is listed as an "eBay Trading Assistant," with a Power Seller rating and has accumulated in excess of 6,000 positive feedbacks and continues to receive a customer satisfactory rating on eBay exceeding 99%. This allows the Company to reach millions of potential buyers for our customers' unwanted goods or products. To learn more, please visit our website at www.net2auction.com.

AUCTIONWAGON INC.

AuctionWagon was incorporated in September of 2003 and became the first eBay consignment store in the Los Angeles market. AuctionWagon is the first company to qualify as both an eBay certified developer and an eBay Trading Post. AuctionWagon is a frontrunner in both the retail and software segments of the industry, being featured in Entrepreneur, the New York Times, and the Wall Street Journal. AuctionWagon currently markets its consignment software to drop-off stores, and maintains a national affiliate network of drop-off locations.

AuctionWagon's software, Store Manager Pro G2, performs virtually all of the functions needed by an eBay consignment store, from printing contracts, barcodes, and inventory labels to managing its inventory, payment, shipping, check writing, and integrating photo editing. The Store Manager Pro offers multiple levels of software supporting different business requirements and charges both a monthly fee and an initial fee. The fees range from $99 to $330 per month, per customer. Since January 1, 2006, AuctionWagon has added approximately 126 new customer accounts and during the second quarter of 2007, has added an additional 15 new customer accounts. AWI's software continues to be a widely used by commercial business users doing business on eBay. To learn more, please visit our website at www.auctionwagon.com.

AUCTION BOULEVARD

On September 14, 2005, Net2Auction acquired the trade name of AuctionBoulevard, Inc. and certain assets from Netelectronics.com and Jake Ptasznik. AuctionBoulevard is an operator of online auction drop-off locations. Among the assets acquired by Net2Auction were all rights to the trade name of AuctionBoulevard, all intellectual property, and all eBay accounts opened by AuctionBoulevard. Additionally, the lease for AuctionBoulevard's principle place of business, located at 17412 Ventura Boulevard, Encino, California was assigned to Net2Auction.

AuctionBoulevard is a Trading Assistant, as determined by e-Bay, with operations and drop-off store located at 17412 Ventura Boulevard, Encino, CA (northern Los Angeles area). Auction Boulevard has accumulated in excess of 2,000 positive feedbacks on eBay and has a 99% positive feedback. To learn more, please visit our website at www.auctionboulevard.com.

BIZAUCTIONS, INC., FORMERLY KOOTENAI CORP.

On June 27, 2006, Net2Auction acquired control of Kootenai Corp. through the purchase of Fifty Million (50,000,000) shares of common stock from the majority shareholder of Kootenai Corp. for, One Hundred Seventy Thousand ($170,000) US dollars. Kootenai Corp. later acquired BizAuctions Corp., from Net2Auction, Inc., for the issuance of Fifty Million (50,000,000) shares of common stock and Twelve Million (12,000,000) shares of Preferred stock. Subsequent to the acquisition of BizAuctions Corp., Kootenai Corp. changed its name to BizAuctions, Inc. BizAuctions, Corp., is a wholly-owned subsidiary of BizAuctions, Inc. BizAuctions is a publicly traded company which trades on the Pink Sheets under the symbol of BZCN.

BizAuctions, Inc. is a prime provider of commercial eBay liquidation services for excess inventory, overstock items, and merchandise that has been returned. BizAuctions clients include some of the Nation's leading retail names at the forefront of their industries. During the 2nd quarter ending June 30, 2007, BizAuctions developed several new accounts or locations with a top retailer-wholesaler whereby the Company is able to purchase excess inventory, overstocked merchandise, and returns from the retailer-wholesaler at a significant discount from the retail price of the merchandise. The Company is then able to sell the merchandise on eBay at a favorable price whereby generating significant gross profits. To learn more, please visit our website at www.bizauctions.com.

ROBOSERVER

RBSY is a leading provider of self-service technologies to restaurant industries. RBSY's self-serve systems are designed to work like ATM machines, allowing customers to quickly and easily place orders, pay, and go. Industry estimates and market observations show that self-serve technologies can cut customer waiting time by as much as 33%.

RoboServer kiosks can be installed in any restaurant in the United States. RoboServer also provides customers with custom software to allow the customer to operate the kiosk with optimum efficiency. To provide our customers with a custom software solution, RoboServer has partnered with a leading kiosk software development company, St. Clair Interactive Systems. St. Clair provides our customers with leading edge technology and online monitoring systems. RoboServer has also partnered with Renaissance Systems, a leading technology company. Our partnership with Renaissance allows RoboServer to undertake any and all customer projects regardless of the size and scope. By utilizing products from these two software companies allows RoboServer to customize our customer's menus in much less time. As a result of these efficiencies and options, we are now able to greatly expand our market with profitable sales from small single store business while trying to achieve profits without having to do enormous volumes to cover the software development cost.

RoboServer kiosks are manufactured by KIS Kiosks. RoboServer's partnership with KIS allows us to offer the competitive pricing and top quality hardware products available. The market for RoboServer's point-of-sale and self-serve technologies is increasing rapidly. Business owners are seeking out self-serve kiosks to allow such owners to provide more efficient services to their customers as well as reduce labor costs. Other partners include Pro-Tech Inc. which is RoboServer's supplier for outdoor kiosks.

During the first six months of this calendar year, period ending June 30, 2007, RoboServer developed its first pilot of the "Assisted Server" two-screen model that was shown at the Las Vegas Restaurant, Hospitality, and Night Club Expo in March, 2007. The pilot "Assisted Server" was well received and has resulted in numerous leads with various business owners in both the restaurant and night club segments. Due to the various leads and inquires for the "Assisted Server" the Company is currently in discussions with Team Research in Taiwan for mass production of the two-sided "Assisted Server." Business owners have expressed a need to migrate customers to self-service without losing contact with the customer during their ordering process. The "Assisted Server" can be used as self-service, assisted service or counter service since the unit has two screens, one facing the customer and a mirrored screen facing the cashier/counter helper. Businesses are very excited about the "Assisted Server," because it is a natural progression from traditional POS line ordering to self-service.

RoboServer has installed two (2) of its pilot self-serve units in two (2) different fast-food franchisees, with the first installation at Angelo's Burgers in Encinitas, CA, and the second installation at Dairy Queen in Oceanside, CA. The Angelo's Burgers installation was completed in the fall of 2005, and the Dairy Queen in the spring of 2006. Since the installation of the pilot self-serve free-standing kiosk in Dairy Queen, RoboServer has installed a 2nd model, a counter-top self-serve unit in the fall of 2006. RoboServer will be installing the "Assisted Server" for a pilot test in the Oceanside DQ in the 3rd quarter and full rollouts of the new 2-sided units will follow shortly thereafter. RoboServer continues to receive numerous inquiries from some of the leading fast-food chains for the RoboServer self-serve kiosks. Self-Serve Technologies, Inc. is a wholly-owned subsidiary of RoboServer and is the entity that has performed all of the research, development, and modifications since the POS software and self-serve technologies were acquired in May, 2004. To learn more, please visit our website at www.roboservercorp.com.

For further information on the corporate structure and ownership of its subsidiaries, please review the following two pages of this statement and the Company's Form 10 KSB for year ended December 31, 2006, filed on May 10, 2007, with the Securities and Exchange Commission. The Form 10 KSB can be viewed on the SEC website at www.sec.gov

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-KSB/A for the fiscal year ended December 31, 2006,and should further be read in conjunction with the financial statements included in this report. Comparisons made between reporting periods herein are for the six-month period ending June 30, 2007, as compared to the same period in 2006.

Revenues

Revenues for the three and six months ended June 30, 2007 was $453,841 and $925,194, respectively, as compared to $206,880 and $315,098 for the same periods in 2006. The increase in the three and six month revenue of $246,961 and $610,096 or 119% and 194% respectively, is due to the increase in commercial accounts of its operating subsidiary for the period ended June 30, 2007.

Net Service Income for the three and six months ended June 30, 2007 was $451,147 and $922,500, as compared to $204,968 and $313,186 respectively, for the same periods in 2006.

Net Income or Losses

The Company's operating loss was $861,613 and $1,642,478 for the three and six months ended June 30, 2007, as compared to $782,187 and $1,598,364 for the same periods in 2006. The increase in operating loss of $79,426 and $44,114 for the three and six months ended June 30, 2007 is attributed to the increase in General and Administrative expenses.

The Company's net loss was $567,659 and $1,054,461 for the three and six months ended June 30, 2007, as compared to a net loss of $566,745 and $1,234,261 for the same periods in 2006.This increase is due to an increase in administration expenses. The Company's expenses for the three months ended June 30, 2007, as compared to the same period in 2006, are set forth below:

The increase in these expenses for the three months ended, June 30, 2007, as related to the same period for 2006, is due mostly to the increased operations of the Company's subsidiaries. Net service income increased significantly for the quarter ended June 30, 2007, due to the increased operations of its subsidiaries. The operating loss has decreased primarily due to the increased revenues of its subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

The Company's net cash used in operating activities for the six months ended June 30, 2007 decreased to $439,121 as compared to cash used in operations of $315,485 for the same period in 2006. This decrease is mainly attributable to a decrease in non-cash services through issuance of stock.

The Company's cash flow used in investing activities was $13,402 during the six months ended June 30, 2007, as compared to $376,477 for the same period in 2006. The decrease is due to purchase of fixed assets and intangibles, and the purchase of a subsidiary during 2006.

The Company's cash flow provided by financing activities was $660,022 during the six months ended, June 30, 2007, as compared to $679,800 for the same period in 2006. This decrease is due to a net decrease in notes payable of $114,978 and proceeds from the issuance of stock of $775,000.

The Company has relied upon its chief executive officer for its capital requirements and liquidity. The Company's recurring losses, lack of cash flow and lack of cash on hand raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with respect to these matters include raising additional working capital through equity or debt financing and acquisitions of ongoing concerns, which generate profits, ultimately allowing the Company to achieve consistent profitable operations. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structure finance or special purpose entities ("SPEs"), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes as part of our ongoing business. As of June 30, 2007, we were not involved in any unconsolidated SPE transactions.