SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

      October 25, 2005

Mr. Delmar Janovec
Chief Executive Officer
Ameriresource Technologies, Inc.
3440 E. Russell Road
Suite 217
Las Vegas, NV 89120

      Re:	Ameriresource Technologies, Inc.
      Item 4.01 Form 8-K
      Filed October 19, 2005
      File No. 0-20033

Dear Mr. Janovec:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  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.  After
reviewing this information, we may 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 comment or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

Form 8-K filed October 19, 2005

1. It appears that your former auditor, Franklin Griffith &
Associates merged with another firm to form a new legal entity
called
DeJoya Griffith & Associates.  Under Item 304 of Regulation S-B,
this
constitutes a change of accountants.  Please revise Form 8-K to
include all disclosures required by Item 304 of Regulation S-B.
Additionally, please tell us whether Dejoya Griffith & Associates
has
applied for registration with the PCAOB.

      File an amendment under cover of Form 8-K/A and include the
Item 4.01 designation, including the letter from the former
accountant filed as an Exhibit 16.  Please note that your former
accountants should make it clear within the Exhibit 16 letter that
it
is in reference to your amended Form 8-K.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 comment, please
provide,
in writing, a statement from the company 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.

	Please provide the supplemental information requested above
within 5 business days from the date of this letter.  The
supplemental information should be filed as correspondence on
EDGAR.
The amendment requested should be filed as promptly as possible
and
should be reviewed by the former accountants.  The letter required
by
Exhibit 16 should cover any revised disclosures.

      Any questions regarding the above should be directed to me
at
(202) 551-3466.

								Sincerely,

								Matthew Maulbeck
								Staff Accountant
??

??

??

??

Ameriresource Technologies, Inc.
October 25, 2005

Page 1

</TEXT>
</DOCUMENT>