AmeriResource Technologies, Inc. - 4 filing on 2004-06-21

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JANOVEC DELMAR A

(Last)

(First)

(Middle)

3430 RUSSELL ROAD, SUITE 317

(Street)

LAS VEGAS

89120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERIRESOURCE TECHNOLOGIES INC [ ARES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2004		A		23,508,902	A	⁽¹⁾	47,584,517	D
Common Stock	03/31/2004		A		50,000,000	A	⁽¹⁾	50,000,000⁽²⁾	I	By Spouse
Common Stock	03/31/2004		A		75,000,000	A	⁽¹⁾	125,000,000⁽²⁾	I	Trust in Spouse Name

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	⁽³⁾	01/22/2003⁽³⁾		A		458,715,596⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	458,715,596	⁽⁴⁾	1,000,000	D

Explanation of Responses:

1. On March 31, 2004, Issuer entered into a Settlement Agreement with Mr. Janovec to issue 148,508,902 shares of Issuer's common stock in exchange for Mr. Janovec's discharge of $1,217,773 of the Company's indebtedness to him. Of the 148,508,902 shares, Mr. Janovec only received 23,508,902, while his wife and a trust in his wife's name received the remaining 125,000,000 shares.

2. Mr. Janovec disclaims ownership of these shares.

3. Holders of Series C Preferred Stock have the option, at any time and indefinitely, to convert their shares into Common Stock on the basis of the stated value of the Series C Preferred Stock divided by fifty percent (50%) of the average closing price of the Common Stock on five (5) business days preceding the date of conversion, which for the purposes of this Table II was initially, constructively set as January 22, 2003.

4. The derivative securities were issued for payment of approximately $2,000,000 in debt owed to Mr. Janovec by the Issuer stemming from dividends earned on Series A and Series B Preferred Stock between 1995 and 1999.

	/s/ Delmar Janovec	06/16/2004
	** Signature of Reporting Person	Date
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