UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
For Period Ended: September 30, 1996 S.E.C. File Number
0-20033
[ ] Transition Report on Form 10-K CUSIP Number 889794103
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
Entire Form 10-QSB
_________________________________________________________________
PART I - REGISTRANT INFORMATION
Full Name of Registrant: AmeriResource Technologies, Inc.
Former Name if Applicable: KLH Engineering Group, Inc.
Address of Principal Executive Office:
7400 E. Caley Avenue
Suite 210
Englewood, Colorado 80111
_________________________________________________________________
PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b) the following should be completed. (Check box if
appropriate)[X]
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 2-F, 11-F, or Form N-SAR,or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
_________________________________________________________________
PART III - NARRATIVE
State below in reasonable detail the reasons why form 10-K, 11-K,
20-F, 10-Q or N-SAR or portion thereof could not be filed within
the prescribed time period.
The Company has lost a number of key employees since the
beginning of the third quarter, and has not had the funds to hire
temporary workers to replace them. In addition, during the third
quarter the Company's largest operating subsidiary (in Lakewood,
Colorado) was shut down, and the accounting and other
consequences and treatment of the closure have taken longer than
expected to resolve.
_________________________________________________________________
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Michael Cederstrom General Counsel (913) 859-9292
(Name) (Title) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If the answer if no, identify report(s).
(X) Yes ( ) No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof?
(X) Yes ( ) No
If so, attach an explanation of the anticipated change, both
narrative and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
Since the end of the third quarter of 1995, the Company has
shut down or sold off its three largest (in terms of revenues)
operating subsidiaries (in San Mateo, Pueblo, and Lakewood).
This has resulted in a drastic reduction in revenues.
(Name of Registrant as specified in Charter)
AMERIRESOURCE TECHNOLOGIES, INC.
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 15, 1996 By:
Name: Rod Clawson
Title: Vice-President
