SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE

November 10, 2004

via U.S. mail

Delmar Janovec
President
Ameriresource Technologies, Inc.
4445 South Jones Blvd., Suite 2
Las Vegas, NV 89103

Re:	Ameriresource Technologies, Inc.
	Schedule 14C filed October 28, 2004
	File No. 0-2003

Dear Mr. Janovec:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the
end of this letter.

General Comments

1. Revise to include page numbers in your Schedule 14C.

Proposal Two

2. Revise to disclose how the company will determine the size of the
stock split.  Additionally, please also be more specific about the
range of the stock split.  We note your disclosure that you may
effectuate a split of up to a 1 for 40 reverse split.   We may have
further comments based on your response.

3. Revise to clarify whether holders of fractional shares will
receive a cash payment for the fractional share or will have the
fractional share rounded up to one whole share.  We note your
disclosure under the heading, "Potential Effects of the Reverse Stock
Split."  If cash will be paid, revise to indicate how the amount of
cash to be paid will be calculated.

*	*	*

Closing Comments

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please file a written
statement on EDGAR acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Direct any questions regarding this matter to Michael McCoy at (202)
942-1908 or, in his absence, to the undersigned at (202) 942-1870.
Please send all correspondence to us at the following ZIP code:
20549-0405.

								Sincerely,

								H. Roger Schwall
								Assistant Director

cc:	Michael McCoy

Ameriresource Technologies, Inc.
November 10, 2004
page 1

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