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, 1999

     [ ] 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 October 31, 1999 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 Sheets -
           September 30, 1999............................................. 1

         Statements of Operations -
           Three Months and Nine months ended September 30, 1999 and 1998. 2

         Statements of Cash Flows -
           Nine months ended September 30, 1999 and 1998.................. 3

         Notes to Financial Statements.................................. 4 - 5

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations..........................   6

Part II - Other Information

Item 1. Legal Proceedings...............................................   7

         Signatures.....................................................   8


                                       i
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                  Balance Sheets

<TABLE>
<CAPTION>

                                                                   September 30,
                                                                        1999
                                                                  -----------------
                                                                    (Unauditied)
<S>                                                           <C>
Assets
Current assets
      Cash                                                     $            16,850
                                                                  -----------------

            Total current assets                                            16,850
                                                                  -----------------

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

            Total assets                                       $            21,056
                                                                  =================

Liabilities and Stockholders' Equity (Deficit)
Current liabilities
      Accrued expenses                                         $             8,887
      Loans payable - stockholders                                          30,000
                                                                  -----------------

            Total current liabilities                                       38,887
                                                                  -----------------


Stockholders' equity
      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
                                                                           (19,031)
                                                                  -----------------
            Total stockholders' (deficit)
                                                                           (17,831)
                                                                  -----------------
            Total liabilities and stockholders' equity
                                                               $            21,056
                                                                  =================

</TABLE>



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>

                                                                                                          Cumulative During
                    For the Three Months  For the Three Months  For the Nine Months  For the Nine Months  Development Stage
                            Ended                 Ended                 Ended                Ended      January 13,1997(Date of
                     September 30, 1999    September 30, 1998    September 30, 1999  September 30, 1998      Inception)to
                                                                                                          September 30, 1999
                   ---------------------  --------------------  -------------------- ------------------- -----------------------


<S>                 <C>                  <C>                   <C>                    <C>                <C>
Development
stage expenses
 General &
  Administrative
  Expense                $          860        $            -      $           1,301     $           356       $        15,230
 Interest Expense                   600                   300                  1,401                 900                 3,801
                   ---------------------  --------------------  --------------------  ------------------- --------------------

  Net Loss Before
   Income Taxes                  (1,460)                 (300)                (2,702)             (1,256)              (19,031)

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

  Net Loss              $        (1,460)       $         (300)     $          (2,702)    $        (1,256)      $       (19,031)
                   =====================  ====================  ====================  =================== ====================

  Basic Loss
   Per Share            $         (0.01)       $        (0.00)     $           (0.01)    $         (0.01)      $         (0.13)
                   =====================  ====================  ====================  =================== ====================

  Weighted average
   number of
   common shares
   outstanding                  240,000               120,000                198,681             120,000               141,697
                   ====================  ====================   ====================  =================== ====================



</TABLE>




The Accompanying Notes Are An Integral Part Of The Financial Statements


                                       2
<PAGE>


                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                            Cumulative During
                                                        For the Nine Months       For the Nine Months       Development Stage
                                                               Ended                    Ended           January 13, 1997( Date of
                                                         September 30, 1999      September 30, 1998 Inception) to September 30, 1999
                                                      -----------------------   -------------------- ------------------------------

<S>                                                <C>                       <C>                        <C>
Cash flows from operating activities:
      Net loss                                      $                 (2,702)$               (1,256)     $              (19,031)
      Adjustments to reconcile net loss to net
            cash used in operating activities:
            (Decrease) in accrued expenses                              (963)                   473                       8,887
                                                      -----------------------   --------------------        --------------------
                   Net cash (used) provided
                    by operating activities                           (3,665)                  (783)                    (10,144)
                                                      -----------------------   --------------------        --------------------

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                                                       -                    263                      (4,206)
                                                      -----------------------   --------------------        --------------------
                   Net cash provided
                    by financing activities                           15,600                    263                      26,994
                                                      -----------------------   --------------------        --------------------

                   Net increase (decrease)
                    in cash                                           11,935                   (520)                     16,850

Cash beginning                                                         4,915                  5,435                           -
                                                      -----------------------   --------------------        --------------------

Cash ending                                         $                 16,850 $                4,915      $               16,850
                                                      =======================   ====================        ====================



</TABLE>










The Accompanying Notes Are An Integral Part Of The Financial Statements


                                       3
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                  For the Nine Months Ended September 30, 1999
                                   (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 it 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, 1998 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
and nine month periods ended September 30, 1998 and 1999, and the period January
13, 1997 (Date of Inception) to September 30, 1999,  (b) the financial  position
at September 30, 1999, (c) cash flows for the nine month period ended  September
30,  1998 and 1999,  and the period  January  13,  1997 (Date of  Inception)  to
September 30, 1999.

                              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.


                                       4
<PAGE>



                              ALPHA RESOURCES, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                  For the Nine Months Ended September 30, 1999
                                   (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.

                               Earnings Per Share
                               ------------------
Basic  earnings  per share is computed by dividing  income  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 $3,801 of interest on these notes at September 30,
1999.


                                       5
<PAGE>


                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

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

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  and the
preparation of an Offering.  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.  There are no other material  changes between the three
month period ended March 31, 1999 and the Nine month period ended  September 30,
1999.

The  Company  was  organized  for the  purpose of  seeking,  investigating,  and
ultimately  acquiring an interest in a business with long-term growth potential.
The Company  currently has no  commitment or  arrangement  to  participate  in a
business  and  cannot now  predict  what type of  business  it may enter into or
acquire.

The  Company  anticipates  that  businesses  for  possible  acquisition  will be
referred by various sources, including its officers and directors,  professional
advisors,  securities  broker-dealers,   venture  capitalists,  members  of  the
financial  community,  and others who may  present  unsolicited  proposals.  The
Company will seek businesses from all known sources,  but will rely  principally
on personal contacts of its officers and directors and their affiliates, as well
as  indirect  associations  between  them and other  business  and  professional
people.  While it is not  presently  anticipated  that the  Company  will engage
unaffiliated   professional  firms  specializing  in  business  acquisitions  on
reorganizations,  such firms may be retained if management  deems it in the best
interest of the Company.

In connection with its initial capitalization, the Company issued 240,000 shares
of its Common Stock to its officers,  directors,  and other  shareholders for an
aggregate  sum of  $1,200.  On  August  12,  1999,  the  Company's  Registration
Statement on Form SB-2 (the "Registration  Statement") was declared effective by
the U.S.  Securities  and  Exchange  Commission  (the  "SEC").  Pursuant  to the
Registration  Statement,   the  Company,  in  its  initial  public  offering  of
securities will offer a minimum of 10,000 Units and a maximum of 20,000 Units at
a price of $6.00 per Unit. Each Unit consists of 60 shares of common stock,  par
value $0.001 per share. The total maximum offering  proceeds is $120,000.  As of
the date of this filing, the company has not completed this offering.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1999, the Company had cash of $16,850,  total liabilities of
$38,887, and total shareholders' deficit of $17,831.

                                       6
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

Rule  419  requires  that  the  net  Offering  proceeds,   after  deduction  for
underwriting compensation and Offering expenses, and all securities to be issued
be deposited  into an escrow or trust  account  governed by an  agreement  which
contains certain terms and provisions specified by the rule. Under Rule 419, the
Deposited Funds (less 10% otherwise releasable under the rule) and the Deposited
Securities will be released to the Company and to investors,  respectively, only
after the Company has met the following  three  conditions.  First,  the Company
must execute an  agreement  for an  acquisition(s)  meeting  certain  prescribed
criteria.  Second,  the  Company  must  successfully  complete a  reconfirmation
offering which includes  certain  prescribed  terms and conditions.  Third,  the
acquisition(s) meeting the prescribed criteria must be consummated. Accordingly,
the Company has entered into an escrow agreement with Continental Stock Transfer
Trust Company, New York, New York.

The  Company  believes  it  operating  funds  will be  sufficient  for its  cash
requirements  for at least the next  twelve  months.  The  expenses  required to
select and evaluate a business candidate  (including  conducting a due diligence
review) and to structure and  consummate a business  combination  (including the
negotiation of relevant  agreements and the  preparation of requisite  documents
for filing pursuant to applicable  securities laws and state  corporation  laws)
cannot be presently ascertained with any degree of certainty.


PART II - OTHER INFORMATION

Item 1.           Legal Proceedings.
                  -----------------
The Company is not a party to any material pending legal proceedings and no such
action  by or,  to the  best of its  knowledge,  against  the  Company  has been
threatened.

Item 5.           Other Information
                  -----------------
None.

Item 6.           Exhibits and reports on Form 8K
                  -------------------------------
None.

                                       7
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                                   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    11/19/99
                                                  /s/ Gerald Couture
                                                  -----------------------
                                                  Gerald Couture
                                                  Chief Executive Officer