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      December 8, 2005

Mail Stop 4561

      VIA U.S. MAIL AND FAX (702) 214-4221

Delmar Janovec
Chief Executive Officer and Principal Financial Officer
AmeriResource Technologies, Inc.
3440 E. Russell Road
Suite 217
Las Vegas,  NV  89120

Re:	AmeriResource Technologies, Inc.
	Form 10-KSB for the year ended December 31, 2004
      Filed April 15, 2005
      File No. 0-20033

Dear Mr. Janovec:

      We have reviewed your response letter dated August 4, 2005
and
have the following additional comments.  As previously stated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In one of our
comments,
we have asked you to provide us with 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB

Consolidated Statement of Operations, page F-5

1. We have reviewed your response to comment 1.  Please provide us
with your proposed revised disclosure so we can determine if we
have
any further comment.

Consolidated Statement of Shareholder`s Equity, page F-6

2. We have reviewed your response to comment 4.  Provide us with
the
entry that was recorded to record these additional outstanding
shares.  We do not understand how rounding and fractional share
adjustments resulted in an understatement of issued shares in the
amount of 2.2 million shares.  This represents over 7% of the
shares
outstanding at December 31, 2004 and well over 100% of the shares
outstanding at December 31, 2002.  Tell us who owns these
additional
2.2 million shares.  This would also result in a correction of an
error and you are required to restate prior periods.

Consolidated Statement of Cash flows, page F-7

3. We have reviewed comments 5 -7 and 16.  Please provide us with
your proposed revised disclosure so we can determine if we have
any
further comments.

Nature of Business and Business Combinations, page F-8

4. We have read and reviewed your response to comment 11.  You
appear
to indicate that you sold this investment during 2004 and are
going
to restate the financial statements to reflect this transaction.
Please tell us whether you held an interest in Eagle Rider at
December 31, 2004 and if not why have you not recorded the sale of
this investment.  If you still own this investment at December 31,
2004 please respond to our original comment in its entirety.

5. We have reviewed your response to comment 12 and we reissue our
comment.  Your response does not appear to relate to the comment
that
was issued.  Sales, gross profit, net income (loss) from
continuing
operations and net income must be disclosed for equity investees,
which constitute 20% or more of a registrant`s consolidated
assets,
equity or income from continuing operations.

6. We have read and reviewed your response to comment 13.  Please
address the following points in your response:

* Tell us if RoboServer Systems Corporation is a public company
* Tell us where the restricted common stock is recorded in your
balance sheet
* You disclose that the purchase price of RoboServer was
determined
arbitrarily but in your response you state that the purchase price
was determined by the value of consideration given in the original
transaction.  Please clarify and cite the specific accounting
guidance relied upon on determining the value recorded.
* In your response you indicate that you became a majority
shareholder in RoboServer after the transactions but later
indicate
that you own less than 50% of the voting control of RoboServer.
Please tell us what you mean by majority shareholder.  Tell us if
you
have considered the provisions of FIN 46 to determine if
RoboServer
is a variable interest entity.
* Tell us how you determined to record your investment in
RoboServer
in accordance with SFAS 115.  Is the investment considered held to
maturity, available for sale or trading?  Tell us how this was
determined.
* Tell us how you determined that this investment should not be
recorded as an equity method investment in accordance with APB 18
as
it appears that you exercise significant influence over operating
and
financial policies.  Equity method is usually presumed when you
hold
20% to 50% of an investee.
* Tell us the percentage owned at December 31, 2004.

7. We have reviewed your response to comment 14.  Please tell us
what
the company acquired during the first quarter of 2005 that allowed
the company to consolidate RoboServer that the company did not own
during 2004.  Also, address all of the points to the above
comment.

Item 8A. Controls and Procedures

8. Tell us how your principal executive officer and principal
financial officer concluded that the disclosure controls and
procedures were effective as of December 31, 2004 when it appears
that you have multiple errors included in your financial
statements
which will result in restatement.

*    *    *    *

	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 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.

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

      You may contact James Webster, Staff Accountant, at (202)
551-
3446 or me, at (202) 551-3486 if you have questions.

						Sincerely,

Daniel L. Gordon
Accounting Branch Chief
AmeriResource Technologies, Inc.
December 8, 2005

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