U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB

     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934

     For the quarterly period ended September 30, 2002
                                    ------------------

     [ ] Transition report under Section 13 or 15(d) of the Exchange Act

         For the transition period from __________ to __________

                        Commission File Number 333-22693

                              ALPHA RESOURCES, INC.
                              --------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            DELAWARE                                   59-3422883
            --------                                   ----------
(State or Other Jurisdiction of                    (I.R.S. Employer
 Incorporation or Organization)                   Identification No.)

               901 CHESTNUT STREET, SUITE A, CLEARWATER, FL 33756
               --------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (727) 447-3620
                                 ---------------
                           (Issuer's Telephone Number)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such a
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes   X    No
    -----     -----

         The number of shares outstanding of the Issuer's Common Stock, $.001
Par Value as of September 30, 2002 were 240,000.

         Transitional Small Business Disclosure Format:

Yes       No  X
    -----   -----

<PAGE>
                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                                      Index



                                                                            Page
                                                                            ----
Part I - Financial Information

Item 1.  Financial Statements

Balance Sheet -
          September 30, 2002................................................  1

Statements of Operations -
         Three and Nine Months ended September 30, 2002 and 2001
         and the period January 13, 1997 (Date of Inception)
         to September 30, 2002..............................................  2

Statements of Changes in Stockholders' Deficit -
         Period January 13, 1997 (Date of Inception)
         to September 30, 2002..............................................  3

Statements of Cash Flows -
         Nine Months ended September 30, 2002 and 2001
         and the period January 13, 1997 (Date of Inception)
         to September 30, 2002..............................................  4

         Notes to Financial Statements......................................  5

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations..............................  7

Item 3.  Controls & Procedures..............................................  9

Part II - Other Information

Item 1. Legal Proceedings................................................... 10


Signatures.................................................................. 11

<PAGE>

<TABLE>
<CAPTION>


                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                  Balance Sheet
                                   (unaudited)


                                                                   September 30,
                                                                        2002
                                                                  -----------------
<S>                                                           <C>
Assets
Current assets
      Cash                                                     $             3,551
                                                                  -----------------
            Total current assets                                             3,551
                                                                  -----------------
Other assets
      Offering costs                                                         4,206
                                                                  -----------------

            Total assets                                       $             7,757
                                                                  =================

Liabilities and Stockholders' Deficit
Current liabilities
      Accrued expenses, including shareholder
       payable of $39,801 and related party payable of $14,226 $            59,791
      Loans payable - stockholders                                          30,000
                                                                  -----------------

            Total current liabilities                                       89,791
                                                                  -----------------


Stockholders' deficit
      Preferred stock, $.001 par value:
      Authorized - 5,000,000
               Issued or outstanding - none
      Common stock, $.001 par value:
      Authorized - 10,000,000
               Issued and outstanding - 240,000                                240
      Additional paid-in capital                                               960
      Deficit accumulated during the development stage                     (83,234)
                                                                  -----------------

            Total stockholders' (deficit)                                  (82,034)
                                                                  -----------------

            Total liabilities and stockholders' (deficit)      $             7,757
                                                                  =================

</TABLE>

The Accompanying Notes Are An Integral Part Of The Financial Statements

                                       1
<PAGE>

<TABLE>
<CAPTION>

                                                         ALPHA RESOURCES, INC.
                                                     (A DEVELOPMENT STAGE COMPANY)

                                                          Operating Statements
                                                              (unaudited)



                                                    For the Three Months          For the Nine Months          Cumulative During
                                                     Ended September 30,          Ended September 30,          Development Stage
                                                  --------------------------   --------------------------  January 13, 1997( Date of
                                                     2002           2001          2002           2001            Inception) to
                                                                                                              September 30, 2002
                                                  ------------   -----------   ------------   -----------     -------------------
<S>                                            <C>            <C>            <C>           <C>             <C>
Development stage expenses
      General & Administrative Expense          $       1,797 $           -  $       6,527 $      33,000   $              72,233
      Interest Expense                                    600           600          1,800         1,800                  11,001
                                                  ------------   -----------   ------------   -----------     -------------------

                  Net Loss Before Income Taxes         (2,397)         (600)        (8,327)      (34,800)                (83,234)

      Income Taxes                                          -             -              -             -                       -
                                                  ------------   -----------   ------------   -----------     -------------------

                  Net Loss                      $      (2,397)$        (600) $      (8,327)$     (34,800)  $             (83,234)
                                                  ============   ===========   ============   ===========     ===================

                  Basic Loss Per Share          $       (0.01)$       (0.00) $       (0.03)$       (0.15)  $               (0.43)
                                                  ============   ===========   ============   ===========     ===================

                  Weighted average number of
                      common shares outstanding       240,000       240,000        240,000       240,000                 193,346
                                                  ============   ===========   ============   ===========     ===================


</TABLE>

The Accompanying Notes Are An Integral Part Of The Financial Statements

                                       2
<PAGE>

<TABLE>
<CAPTION>

                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Statements of Changes in Stockholders' Deficit
                                   (unaudited)

    For the Period January 13, 1997 (Date of Inception) to September 30, 2002


                                               Common Stock                             Deficit
                                       ----------------------------                   Accumulated
                                          Shares          $ 0.001      Additional      During the          Total
                                         Issued and         Par         Paid-in       Development      Stockholders'
                                         Outstandng        Value        Capital          Stage        Equity (Deficit)
                                       --------------   -----------   ------------   --------------   ---------------
<S>                                    <C>           <C>           <C>            <C>              <C>

Issuance of 120,000 shares of
        common stock ($.005 per share)       120,000  $        120  $         480  $             -  $            600

Net loss for period                                -             -              -          (11,529)          (11,529)
                                       --------------   -----------   ------------   --------------   ---------------

Balance, December 31, 1997                   120,000  $        120  $         480  $       (11,529) $        (10,929)
                                       --------------   -----------   ------------   --------------   ---------------

Net loss for year                                  -             -              -           (4,800)           (4,800)
                                       --------------   -----------   ------------   --------------   ---------------

Balance, December 31, 1998                   120,000  $        120  $         480  $       (16,329) $        (15,729)
                                       --------------   -----------   ------------   --------------   ---------------

Issuance of 120,000 shares of
        common stock ($.005 per share)       120,000  $        120  $         480  $             -  $            600

Net loss for year                                  -             -              -           (4,781)           (4,781)
                                       --------------   -----------   ------------   --------------   ---------------

Balance, December 31, 1999                   240,000  $        240  $         960  $       (21,110) $        (19,910)
                                       --------------   -----------   ------------   --------------   ---------------

Net loss for year                                  -             -              -           (7,389)           (7,389)
                                       --------------   -----------   ------------   --------------   ---------------

Balance, December 31, 2000                   240,000  $        240  $         960  $       (28,499) $        (27,299)
                                       --------------   -----------   ------------   --------------   ---------------

Net loss for year                                  -             -              -          (46,408)          (46,408)
                                       --------------   -----------   ------------   --------------   ---------------

Balance, December 31, 2001                   240,000  $        240  $         960  $       (74,907) $        (73,707)
                                       --------------   -----------   ------------   --------------   ---------------

Net loss for period                                -             -              -           (8,327)           (8,327)
                                       --------------   -----------   ------------   --------------   ---------------

Balance, September 30, 2002                  240,000  $        240  $         960  $       (83,234) $        (82,034)
                                       ==============   ===========   ============   ==============   ===============

</TABLE>


The Accompanying Notes Are An Integral Part Of The Financial Statements

                                       3
<PAGE>

<TABLE>
<CAPTION>

                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            Statements of Cash Flows
                                   (unaudited)

                                                                                                             Cumulative During
                                                                          For the Nine Months                Development Stage
                                                                          Ended September 30,            January 13, 1997( Date of
                                                                    ---------------------------------          Inception) to
                                                                         2002              2001              September 30, 2002
                                                                    ----------------  ---------------        ------------------
<S>                                                              <C>                <C>                  <C>
Cash flows from operating activities:
      Net loss                                                    $          (8,327)$        (34,800)     $            (83,234)
      Adjustments to reconcile net loss to net
            cash used in operating activities:
            Increase (Decrease) in accrued expenses                           5,658           33,800                    59,791
                                                                    ----------------  ---------------        ------------------
                  Net cash used by operating activities                      (2,669)          (1,000)                  (23,443)
                                                                    ----------------  ---------------        ------------------

Cash flows from financing activities:
      Proceeds from issuance of common stock                                      -                -                     1,200
      Proceeds from loans payable - stockholders                                  -                -                    30,000
      Offering costs                                                              -                -                    (4,206)
                                                                    ----------------  ---------------        ------------------
                  Net cash provided by financing activities                       -                -                    26,994
                                                                    ----------------  ---------------        ------------------

                  Net increase (decrease) in cash                            (2,669)          (1,000)                    3,551

Cash beginning                                                                6,220           10,470                         -
                                                                    ----------------  ---------------        ------------------

Cash ending                                                       $           3,551 $          9,470      $              3,551
                                                                    ================  ===============        ==================
</TABLE>

The Accompanying Notes Are An Integral Part Of The Financial Statements

                                       4
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                  For the Nine Months Ended September 30, 2002
               and the period January 13, 1997 (Date of Inception)
                              to September 30, 2002
                                   (Unaudited)

Note 1 - Background
         ----------

Alpha Resources, Inc. (the "Company") was incorporated January 13, 1997 in the
State of Delaware, and has been in the development stage since its formation.
The Company intends to effect a merger, exchange of capital stock, asset
acquisition, or other similar business combination or acquisition with a
business entity. The Company has not identified any specific business or company
to fulfill its intentions.

The Company has registered its securities with the Securities and Exchange
Commission and plans on offering certain securities in a "blank check" offering
subject to Rule 419 of the Securities Act of 1933. On August 12, 1999, the
Company's Registration Statement on Form SB-2 was declared effective by the U.S.
Securities and Exchange Commission.

The accompanying unaudited financial statements, which are for interim periods,
do not include all disclosures provided in the annual financial statements.
These unaudited financial statements should be read in conjunction with the
financial statements and the footnotes thereto contained in Form 10-KSB for the
fiscal year ended December 31, 2001 of Alpha Resources, Inc. (the "Company"), as
filed with the Securities and Exchange Commission.

Note 2 - Summary of Significant Accounting Policies
         ------------------------------------------

                              Accounting Estimates
                              --------------------
The preparation of financial statements requires management to make estimates
and assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

In the opinion of management, all adjustments, consisting of adjustments
necessary for a fair presentation of (a) the results of operations for the three
month and nine month periods ended September 30, 2002 and 2001, and the period
January 13, 1997 (Date of Inception) to September 30, 2002, (b) the financial
position at September 30, 2002, (c) cash flows for the nine month periods ended
September 30, 2002 and 2001, and the period January 13, 1997 (Date of Inception)
to September 30, 2002 have been made.


                                  Income Taxes
                                  ------------
Deferred income taxes are provided for when transactions are reflected in income
for financial reporting purposes in a year other than the year of their
inclusion in taxable income. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

                                       5
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                  For the Nine Months Ended September 30, 2002
               and the period January 13, 1997 (Date of Inception)
                             to September, 30, 2002
                                   (Unaudited)

                                   (Continued)

                          Concentration of Credit Risk
                          ----------------------------
The majority of cash is maintained with a financial institution in the United
States. Deposits with this bank may exceed the amount of insurance provided on
such deposits. Generally, these deposits may be redeemed on demand and,
therefore, bear minimal risk.

                                 Loss Per Share
                                 --------------
Basic loss per share is computed by dividing net loss available to common
shareholders by the weighted average number of shares outstanding for the
period.


Note 3 - Related Party Transactions
         --------------------------

The Company has received $30,000 of loans from the six shareholders of the
Company. These loans are due on demand and bear interest at 8% per annum and are
unsecured. Three of these shareholders are also officers and directors of the
Company. The Company accrued $10,401 of interest on these notes at September 30,
2002.

The building and property housing the corporate office are owned by one of the
stockholders and the Company pays no rent.

The above amounts are not necessarily indicative of the amounts which would have
been incurred had comparable transactions been entered into with independent
parties.

                                       6
<PAGE>

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The statements contained in this Report on Form 10-QSB, that are not purely
historical, are forward-looking information and statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These include statements regarding the Company's
expectations, intentions, or strategies regarding future matters. All
forward-looking statements included in this document are based on information
available to the Company on the date hereof. It is important to note that the
Company's actual results could differ materially from those projected in such
forward-looking statements contained in this Form 10-QSB. The forward-looking
statements contained here in are based on current expectations that involve
numerous risks and uncertainties. Assumptions relating to the foregoing involve
judgments regarding, among other things, the Company's ability to secure
financing or investment for capital expenditures, future economic and
competitive market conditions, and future business decisions. All these matters
are difficult or impossible to predict accurately and many of which may be
beyond the control of the Company. Although the Company believes that the
assumptions underlying its forward-looking statements are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be no assurance that
the forward-looking statements included in this form 10-QSB will prove to be
accurate.

General

BACKGROUND.

Alpha Resources, Inc. (the "Company") was organized as a Delaware corporation on
January 13, 1997. Since inception, the Company's activities have been limited to
the sale of initial shares in connection with its organization. A total of
240,000 shares of Common Stock have been issued, of which 120,000 shares have
been issued to officers and directors of the Company, for an aggregate of $1,200
in cash. Additional funds have been loaned to the Company by its officers,
directors and principal shareholders, to cover Company expenses. The Company
proposes to evaluate one or more businesses and ultimately acquire an interest
or otherwise participate in a business. To date, no specific businesses have
been investigated by the Company, and it does not propose to engage in the
evaluation of any such businesses unless and until a successful completion of a
public securities offering. Consequently, the Company has presently allocated
the net proceeds of a offering to the search for and participation in a business
by a merger.

The Company's offices are located at 901 Chestnut Street, Suite A, Clearwater,
Florida 33756, where its telephone number is (727) 447-3620.

PLAN OF OPERATION

The Company's plan of operation over the next twelve months is to seek and, if
possible, acquire an operating business or valuable assets by entering into a
business combination. The Company will not be restricted in its search for
business combination candidates to any particular geographical area, industry or
industry segment, and may enter into a combination with a private business
engaged in any line of business, including service, finance, mining,
manufacturing, real estate, oil and gas, distribution, transportation, medical,
communications, high technology, biotechnology or any other. Management's
discretion is, as a practical matter, unlimited in the selection of a
combination candidate. Management of the Company will seek combination
candidates in the United States and other countries, as available time and
resources permit, through existing associations and by word of mouth. This plan
of operation has been adopted in order to attempt to create value for its
shareholders.

The Company does not intend to do any product research or development. The
Company does not expect to buy or sell any real estate, plant or equipment
except as such a purchase might occur by way of a business combination that is
structured as an asset purchase, and no such asset purchase currently is
anticipated. Similarly, the Company does not expect to add additional employees
or any full-time employees except as a result of completing a business
combination, and any such employees likely will be persons already then employed
by the company acquired.

                                       7
<PAGE>

COMPETITION. The Company will be in direct competition with many entities in its
efforts to locate suitable business opportunities. Included in the competition
will be business development companies, venture capital partnerships and
corporations, small business investment companies, venture capital affiliates of
industrial and financial companies, broker-dealers and investment bankers,
management and management consultant firms and private individual investors.
Most of these entities will possess greater financial resources and will be able
to assume greater risks than those which the Company, with its limited capital,
could consider. Many of these competing entities will also possess significantly
greater experience and contacts than the Company's management. Moreover, the
Company also will be competing with numerous other blank check companies for
such opportunities.

EMPLOYEES. The Company has no full-time employees, and its only employees
currently are its officers. It is not expected that the Company will have
additional full-time or other employees except as a result of completing a
combination.

RESULTS OF OPERATIONS

Three months ended September 30, 2002 compared to three months ended September
30, 2001

The Company has no revenues for the three month periods ended September 30, 2002
and 2001 respectively. For the three month period ended September 30, 2002,
general and administrative expenses amounted to $1,797 as compared to $-0- in
the similar prior year period. General and administrative expenses consisted of
accounting and legal expenses during the period ended September 30, 2002.

Interest expense was $600 for the three month period ended September 30, 2002
and 2001. Interest expense was attributed to shareholder loans during both
periods.

During the three month period ended September 30, 2002, the Company incurred a
net loss of $2,397 as compared to a net loss of $600 for the three month period
ended September 30, 2001. The loss for the three month period ended September
30, 2002 is attributed to interest expense and accounting and consulting
expenses. The loss for the three month period ended September 30, 2001 is
attributed to interest expense.

For the three month period ended September 30, 2002 and 2001, the basic loss per
share was $0.01 and $-0-, respectively. The weighted average shares outstanding
was 240,000 for the three month periods ended September 30, 2002 and 2001.

Nine months ended September 30, 2002 compared to nine months ended September 30,
2001

The Company has no revenues for the nine month periods ended September 30, 2002
and 2001 respectively. For the nine month period ended September 30, 2002,
general and administrative expenses amounted to $6,527 as compared to $33,000 in
the similar prior year period. General and administrative expenses consisted of
accounting and consulting expenses during both periods.

Interest expense was $1,800 for the nine month period ended September 30, 2002
and 2001. Interest expense was attributed to shareholder loans during both
periods.

During the nine month period ended September 30, 2002, the Company incurred a
net loss of $8,327 as compared to a net loss of $34,800 for the nine month
period ended September 30, 2001. The losses for the nine month periods ended
September 30, 2002 and 2001 are attributed to interest expense and accounting
and consulting expenses.

For the nine month period ended September 30, 2002 and 2001, the basic loss per
share was $0.03 and $0.15, respectively. The weighted average shares outstanding
was 240,000 for the nine month periods ended September 30, 2002 and 2001.

                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company had $3,551 in cash on hand at September 30, 2002 and had no other
tangible assets to meet ongoing expenses or debts that may accumulate. Since
inception, the Company has accumulated a deficit (net loss) of $83,234.

The Company has no commitment for any capital expenditure and foresees none.
However, the Company will incur routine fees and expenses incident to its
reporting duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition. The
Company's cash requirements for the next twelve months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Securities Exchange Act of 1934 (the "Exchange Act"). Any
travel, lodging or other expenses which may arise related to finding,
investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.

The Company's current management and its counsel have informally agreed to
continue rendering services to the Company and to not demand payment of sums
owed unless and until the Company completes an acquisition. The terms of any
such payment will have to be negotiated with the principals of any business
acquired. The existence and amounts of debt may make it more difficult to
complete, or prevent completion of, a desirable acquisition. In addition,
offices are provided to the Company without charge.

Management believes that it has sufficient capital to fund operations for the
next twelve months. However, Management hopes to obtain deposit funds from
potential candidate companies that it can use to defray professional fees,
travel, lodging and other due diligence expenses incurred by management related
to finding and investigating an acquisition and negotiating and consummating a
business combination. There is no assurance that any potential candidate will
agree to make such a deposit.

Once its present cash position is depleted, the Company will only be able to pay
its debts and meet operating expenses by raising additional funds, acquiring a
profitable enterprise or otherwise generating positive cash flow. As a practical
matter, the Company is unlikely to generate positive cash flow by any means
other than acquiring an enterprise with cash flow. The Company believes that
management members or shareholders will advance future funds as needed for its
operations prior to completion of an acquisition. Management and the
shareholders are not obligated to provide any such funds. The Company's
shareholders and management members who advanced money to the Company to cover
operating expenses will expect to be reimbursed, either by the Company or by an
acquired company, prior to or at the time of completing a combination. The
Company has no intention of borrowing money to reimburse or pay salaries to any
of its officers or directors. There currently are no plans to sell additional
securities to raise capital, although sales of securities may be necessary to
obtain needed funds. There is no assurance whatever that the Company will be
able to raise necessary funds once needed from outside sources.

Item 3.     Controls and Procedures

Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer, of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer concluded that
our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information that we are required to disclose in the reports
we file under the Securities Exchange Act of 1934, within the time periods
specified in the SEC's rules and forms. Our Chief Executive Officer also

                                       9
<PAGE>

concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to our company required to be
included in our periodic SEC filings. In connection with the new rules, we are
in the process of further reviewing and documenting our disclosure controls and
procedures, including our internal controls and procedures for financial
reporting, and may from time to time make changes designed to enhance their
effectiveness and to ensure that our systems evolve with our business. There
have been no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of this
evaluation.

PART II - OTHER INFORMATION


Item 1. Legal Proceedings.
        ------------------

There are no legal proceedings in which the Company is involved.


Item 6. Exhibits
        --------

Exhibit 99.1 is the certification of the CEO as required under Section 906 of
the Sarbanes-Oxley Act of 2002 (Corporate Fraud Bill), which was signed into law
on July 30, 2002 by President George Bush.

                                       10
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant had
duly caused the report to be signed on its behalf by the undersigned thereunto
duly authorized.


                                          Alpha Resources, Inc.


Dated    11/14/2002
                                          /s/ Gerald Couture
                                          -------------------------
                                          Gerald Couture
                                          Chief Executive Officer



                                       11