AmeriResource Technologies Inc. (fka ARIOQ)

[TIMBERWOLF]

Here is how.. Post Reverse Split..

Simultaneously with the Effective Date of the 9th day of June, 2008 (such Effective Date shall be for accounting purposes only), all issued and outstanding shares of Common Stock (“Existing Common Stock”) shall be and hereby are automatically combined and reclassified as follows: Each Four Hundred (400) shares of Existing Common Stock shall be combined and reclassified (“the Reverse Split”) as one (1) share of issued and outstanding Common Stock (“New Common Stock”), provided that there shall be no fractional shares of New Common Stock. In the case of any holder of fewer than Four Hundred (400) shares of Existing Common Stock or any number of shares of Existing Common Stock which, when divided by Four Hundred (400), does not result in a whole number (a “Fractional Share Holder”). The Fractional Share interest of New Common Stock held by Such Fractional Share Holder shall be entitled to receive one additional shares of New Common Stock for the fractional share such Fractional Share Holder would otherwise be entitled to as a result of the reverse split.

The Corporation shall provide certificates representing New Common Stock to holders of Existing Common Stock in exchange for certificates representing Existing Common Stock. From and after the Effective Date, certificates representing shares of Existing Common Stock are hereby cancelled and shall represent only the right of the holders to receive New Common Stock.

From and after the effective date, New Common Stock as used in this Article FOURTH shall mean Common Stock as provided in the Certificate of Incorporation, as amended.

SIXTH: That the capital of said Corporation shall not be reduced under or by reason of said amendment.


IN WITNESS WHEREOF, AmeriResource Technologies, Inc. has caused this certificate to be executed by Delmar Janovec, its President and Secretary, this 29th day of May, 2008.


AMERIRESOURCE TECHNOLOGIES, INC.
a Delaware corporation


By: /s/ Delmar Janovec ,
President & Secretary

http://www.sec.gov/Archives/edgar/data/876490/000109690608001172/ameriresourceex3.htm