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 March 31, 2000

     [ ] 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 March 31, 2000 was 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 -
          March 31, 2000...................................................   1

Statements of Operations -
         Three Months ended March 31, 2000 and 1999
         and the period January 13, 1997 (Date of Inception)
         to March 31, 2000.................................................   2

Statements of Changes in Stockholders' Deficit -
         For the  period  January  13,  1997  (Date of  Inception)
         to March 31, 2000.................................................   3

Statements of Cash Flows -
         Three Months ended March 31, 2000 and 1999
         and the period January 13, 1997 (Date of Inception)
         to March 31, 2000.................................................   4

         Notes to Financial Statements....................................5 - 6

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................7 - 9

Part II - Other Information

Item 1. Legal Proceedings.................................................    9


Signatures................................................................   10


                                       i
<PAGE>

                           ALPHA RESOURCES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                               Balance Sheet
                                (unaudited)

                                                                March 31,
                                                                  2000
                                                           -----------------
Assets
Current assets
      Cash                                              $            14,376
                                                           -----------------

            Total current assets                                     14,376
                                                           -----------------

Other assets
      Offering costs                                                  4,206
                                                           -----------------

            Total assets                                $            18,582
                                                           =================

Liabilities and Stockholders' Deficit
Current liabilities
      Accrued expenses                                  $            11,277
      Loans payable - stockholders                                   30,000
                                                           -----------------

            Total current liabilities                                41,277
                                                           -----------------


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              (23,895)
                                                           -----------------

            Total stockholders' (deficit)                           (22,695)
                                                           -----------------

            Total liabilities and stockholders' equity  $            18,582
                                                           =================




The Accompanying Notes Are An Integral Part Of The Financial Statements

                                       1
<PAGE>



                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              Operating Statements
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                For the Three Months                Cumulative During
                                                                  Ended March 31,                   Development Stage
                                                           -------------------------------     January 13, 1997( Date of
                                                               2000             1999          Inception) to March 31, 2000
                                                           --------------   --------------  -------------------------------


<S>                                                    <C>              <C>                <C>
Development stage expenses
      General & Administrative Expense                  $          2,185  $            21   $                   18,894
      Interest Expense                                               600              300                        5,001
                                                           --------------   --------------      -----------------------

                     Net Loss Before Income Taxes                 (2,785)            (321)                     (23,895)

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

                     Net Loss                           $         (2,785) $          (321)  $                  (23,895)
                                                           ==============   ==============      =======================

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

                     Weighted average number of
                          common shares outstanding              240,000          120,000                      157,033
                                                           ==============   ==============      =======================



</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 March 31, 2000


                                                   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 period                                    -              -                -            (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 period                                    -              -                -            (4,781)             (4,781)
                                          ---------------    -----------    -------------   ---------------    ----------------

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

Net loss for period                                    -              -                -            (2,785)             (2,785)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, March 31, 2000                          240,000   $        240   $          960  $        (23,895)  $         (22,695)
                                          ===============    ===========    =============   ===============    ================

</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)

                                                                         For the Three Months                Cumulative During
                                                                            Ended March 31,                  Development Stage
                                                                   ----------------------------------    January 13, 1997( Date of
                                                                        2000               1999        Inception) to March 31, 2000
                                                                   ----------------   ---------------  ----------------------------

<S>                                                             <C>                <C>                 <C>
Cash flows from operating activities:
     Net loss                                                    $          (2,785) $           (321)    $             (23,895)
     Adjustments to reconcile net loss to net
           cash used in operating activities:
           Increase (Decrease) in accrued expenses                           2,086            (1,924)                   11,277
                                                                   ----------------   ---------------        ------------------
                  Net cash used by operating activities                       (699)           (2,245)                  (12,618)
                                                                   ----------------   ---------------        ------------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                      -               600                     1,200
     Proceeds from loans payable - stockholders                                  -            15,000                    30,000
     Offering costs                                                              -                 -                    (4,206)
                                                                   ----------------   ---------------        ------------------
                  Net cash provided by financing activities                      -            15,600                    26,994
                                                                   ----------------   ---------------        ------------------

                  Net increase (decrease) in cash                             (699)           13,355                    14,376

Cash beginning                                                              15,075             4,915                         -
                                                                   ----------------   ---------------        ------------------

Cash ending                                                      $          14,376  $         18,270     $              14,376
                                                                   ================   ===============        ==================



</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 Three Months Ended March 31, 2000
                                   (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, 1999 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  periods  ended March 31, 2000 and 1999,  and the period  January 13, 1997
(Date of Inception) to March 31, 2000,  (b) the financial  position at March 31,
2000,  (c) cash flows for the three month  period ended March 31, 2000 and 1999,
and the period  January 13, 1997 (Date of Inception) to March 31, 2000 have been
made.

                              Organizational Costs
                              --------------------
Costs  incurred in the  organization  of the Company  were  expensed as incurred
under  the  provision  of  SOP  98-5,  "reporting  on  the  costs  of  start  up
activities."

                                  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 Three Months Ended March 31, 2000
                                   (Unaudited)

                                   (Continued)

                          Concentration of Credit Risk
                          ----------------------------
The Company  maintains  cash  balances at a bank.  The account is insured by the
Federal Deposit Insurance Corporation up to $100,000.

                                 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  $4,401 of  interest on these notes at March 31,
2000.

                                       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,
FL 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 March 31, 2000 compared to three months ended March 31, 1999

The Company has no revenues for either the first  quarter of its  calendar  year
ended March 31, 2000 and 1999  respectively.  For the recent  three month period
ended March 31, 2000, general and administrative  expenses amounted to $2,185 as
compared to $21 in the similar prior year period.  This increase was  attributed
to auditing fees  incurred  during the present  period.  There was not a similar
expense incurred in the year ago period.

Interest expense was $600 for first quarter of its calendar year ended March 31,
2000 as  compared  to $300 in the  similar  year ago  period.  This  increase is
attributed to higher level of shareholder  loans which thereby  increased  total
interest expense.

During the first quarter ended March 31, 2000,  the Company  incurred a net loss
of $2,785 as compared to a net loss of $321 for three month  period  ended March
31,  1999.  This  loss for the  three  month  period  ended  March  31,  2000 is
attributed to both higher general and administrative expense and higher interest
expense charges as compared to the same year ago period.

For the  quarter  ended  March 31,  2000,  the basic loss per share was $0.01 as
compared  to -$0- in the same  year ago  period.  The  weighted  average  shares
outstanding  were 240,000 and 120,000,  respectively for the three month periods
ended March 31, 2000 and March 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES

The Company had $14,376 in cash on hand at the end of the March 31, 2000 quarter
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
$23,895.

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"),  which
should not exceed  $5,000 in the fiscal  year  ending  December  30,  2000.  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.

                                       8
<PAGE>


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.

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.  Such a lack of
funds  could  result in severe  consequences  to the  Company,  including  among
others:

     (1) failure to make timely filings with the SEC as required by the Exchange
Act,  which also  probably  would  result in fines and  penalties to the Company
under the Exchange Act;

     (2) curtailing or eliminating  the Company's  ability to locate and perform
suitable investigations of potential acquisitions; or

     (3) inability to complete a desirable  acquisition  due to lack of funds to
pay legal and accounting fees and acquisition-related expenses.

Management hopes to require potential  candidate companies to deposit funds with
The Company that it can use to defray professional fees and travel,  lodging and
other due  diligence  expenses  incurred  by  management  related to finding and
investigating  a  acquisition  and  negotiating  and   consummating  a  business
combination.  There is no assurance  that any potential  candidate will agree to
make such a deposit.


PART II - OTHER INFORMATION

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

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

                                       9
<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    6/23/2000
                                                 /s/ Gerald Couture
                                                 ------------------
                                                 Gerald Couture
                                                 President