UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-Q

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

For  the  quarterly  period  ended    September  30,  1998
                                   ---------------------------
[ ]     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

For  the  transition  period  from              to
                                   -------------  -------------
Commission  File  number                                   O-11695
                         -----------------------------------------
                           AMBRA RESOURCES GROUP, INC.
                           ---------------------------
               (Exact name of registrant as specified in charter)

            UTAH                             87-0403828
-------------------------------     -----------------------------
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)           Identification No.)

700-890  West  Pender Street, Vancouver., Canada,             V6C 1J9
-------------------------------------------------     --------------------------
(Address  of  principal  executive  offices)                 (Zip Code)

                                1-604-669-2723
                  --------------------------------------------
               Registrant's telephone number, including area code

                          AMBRA  ROYALTY -same address
                          ----------------------------
    (Former name, former address, and former fiscal year, if changed since last
                                    report.)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was  required  to file such reports),  Yes [  ]  No [X]  and (2) has
been  subject to such filing requirements for the past 90 days.  Yes [X]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the  last  practicable  date.

            Class                Outstanding  as  of  February  25,  1999
     ----------------------      ----------------------------------------
     Common  Stock,  $0.001                     33,787,712


                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                                      INDEX

                                                                            Page
                                                                           Number
                                                                           ------
PART I.
<S>                                                                        <C>
        ITEM 1. Financial Statements (unaudited). . . . . . . . . . . . . .     3

                Balance Sheets. . . . . . . . . . . . . . . . . . . . . . .     4
                September 30, 1998 and June 30, 1998

                Statements of Operations
                Three months ended September 30, 1998 and 1997. . . . . . .     5
                and the period from January 27, 1984 to September 30, 1998

                Statement of Changes in Stockholders' Equity
                Period from January 27, 1984  to
                September 30, 1998. . . . . . . . . . . . . . . . . . . . .     6

                Statements of Cash Flows
                Three months ended September 30, 1998 and 1997. . . . . . .    13
                and the period from January 27, 1984 to September 30, 1998

                Notes to Financial Statements . . . . . . . . . . . . . . .    15

        ITEM 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations . . . . . . .    20

PART II.        Other Information . . . . . . . . . . . . . . . . . . . . .    23

                Signatures. . . . . . . . . . . . . . . . . . . . . . . . .    24
</TABLE>


                                      -2-
<PAGE>
PART  I  -  FINANCIAL  INFORMATION

--------------------------------------------------------------------------------
                          ITEM 1. FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

The  accompanying   balance sheets of Ambra Resources Group, Inc. (a development
stage  company)  at  September 30, 1998 and June 30, 1998, and the statements of
operations  and  cash  flows  for the three  months ended September 30, 1998 and
1997  and  the  period  from January 27, 1984  to  September 30, 1998,  and  the
statement  of  stockholder'  equity  for  the  period  from  January 27, 1984 to
September  30,  1998, have been prepared by the Company's management and they do
not  include all information and notes to the financial statements necessary for
a  complete  presentation of the financial position, results of operations, cash
flows, and stockholders' equity in conformity with generally accepted accounting
principles.  In  the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been  included  and  all  such  adjustments  are  of  a normal recurring nature.

Operating  results  for  the  quarter  ended  September  30,  1998,  are  not
necessarily  indicative  of the results that can be expected for the year ending
June  30,  1999.


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                              AMBRA RESOURCES GROUP, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                                     BALANCE SHEETS
                          SEPTEMBER 30, 1998 AND JUNE 30, 1998
=======================================================================================

                                ASSETS

                                                           SEPTEMBER 30,     JUNE 30,
                                                               1998            1998
                                                          ---------------  ------------
<S>                                                       <C>              <C>
CURRENT ASSETS
  Cash . . . . . . . . . . . . . . . . . . . . . . . . .  $        1,893   $    60,034 
                                                          ---------------  ------------
    Total Current Assets . . . . . . . . . . . . . . . .           1,893        60,034 
                                                          ---------------  ------------

PROPERTY AND EQUIPMENT - net of
     accumulated depreciation - Note 2 . . . . . . . . .         105,538       104,712 
                                                          ---------------  ------------

OTHER ASSETS
    Residential lots - Phoenix Arizona . . . . . . . . .          75,000        75,000 
  Mining claims - Note 3 . . . . . . . . . . . . . . . .          64,917        56,917 
  Oil leases -  Note 4 . . . . . . . . . . . . . . . . .         270,465       270,465 
    Account receivable . . . . . . . . . . . . . . . . .          25,000        20,071 
  Deposits . . . . . . . . . . . . . . . . . . . . . . .           3,333             - 
                                                          ---------------  ------------
                                                                 438,715       422,453 
                                                          ---------------  ------------

                                                          $      546,146   $   587,199 
                                                          ===============  ============

          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable - related parties . . . . . . . . . .  $       86,275   $    43,100 
  Accounts payable - other . . . . . . . . . . . . . . .          26,361       101,454 
                                                          ---------------  ------------
    Total Current Liabilities. . . . . . . . . . . . . .         112,636       144,554 
                                                          ---------------  ------------

STOCKHOLDERS' EQUITY
  Common stock
    50,000,000 shares authorized, at $.001 par value;
    33,787,712 shares issued and outstanding at Sept 30;
    32,216,756 at June 30. . . . . . . . . . . . . . . .          33,788        32,217 

  Capital in excess of par value . . . . . . . . . . . .       2,212,758     2,090,806 

  Deficit accumulated during the development stage . . .      (1,813,036)   (1,680,378)
                                                          ---------------  ------------
    Total Stockholders' Equity . . . . . . . . . . . . .         433,510       442,645 
                                                          ---------------  ------------

                                                          $      546,146   $   587,199 
                                                          ===============  ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                           AMBRA RESOURCES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 AND THE
     PERIOD FROM JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
=======================================================================================

                                                     JANUARY 27, 1984
                           SEPT          SEPT      (DATE OF INCEPTION)
                           1998          1997        TO SEPT 30, 1998
                       ------------  ------------  --------------------
<S>                    <C>           <C>           <C>
REVENUES. . . . . . .  $     1,350   $         -   $           232,743 

EXPENSES. . . . . . .      134,008       211,869             2,045,779 


NET LOSS. . . . . . .  $  (132,658)  $  (211,869)  $        (1,813,036)
                       ============  ============  ====================



LOSS PER COMMON SHARE

     Basic. . . . . .  $     (.004)  $     (.009)
                       ------------  ------------                      

         Diluted. . .  $     (.004)  $     (.009)
                       ------------  ------------                      

AVERAGE OUTSTANDING
     SHARES

          Basic . . .   32,966,756    23,508,566 
                       ------------  ------------                      

          Diluted . .   36,516,756    26,758,566 
                       ------------  ------------                      
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                          AMBRA RESOURCES GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
    PERIOD FROM JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
==========================================================================

                                                CAPITAL IN
                                 COMMON STOCK    EXCESS OF    ACCUMULATED
                               ----------------                           
                               SHARES   AMOUNT   PAR VALUE      DEFICIT
                               -------  -------  ----------  -------------
<S>                            <C>      <C>      <C>         <C>
BALANCE JANUARY 27, 1984
(Date of Inception) . . . . .        -  $     -  $        -  $          - 

Issuance of common stock for
  oil and gas leases. . . . .  122,086      122      19,438             - 

Net income from operations
  for the period ended
  June 30, 1984 . . . . . . .        -        -           -         3,048 
                               -------  -------  ----------  -------------

BALANCE JUNE 30, 1984 . . . .  122,086      122      19,438         3,048 

Net loss from operations
  for the year ended
  June 30, 1985 . . . . . . .        -        -           -       (44,556)
                               -------  -------  ----------  -------------

BALANCE JUNE 30, 1985 . . . .  122,086      122      19,438       (41,508)

Issuance of common stock
  for cash. . . . . . . . . .      501      501           1            38 

Net income from operations
  for the year ended
  June 30, 1986 . . . . . . .        -        -           -        18,018 
                               -------  -------  ----------  -------------

BALANCE JUNE 30, 1986 . . . .  122,587      123      19,476       (23,490)

Issuance of common stock
  for cash. . . . . . . . . .    7,774    7,774           7        19,298

Net loss from operations
  for the year ended
  June 30, 1987 . . . . . . .        -        -           -        (9,248)
                               -------  -------  ----------  -------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                           AMBRA RESOURCES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
     PERIOD FROM JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
==========================================================================

                                                   CAPITAL IN
                                    COMMON STOCK    EXCESS OF   ACCUMULATED
                                 -----------------                    
                                  SHARES    AMOUNT  PAR VALUE     DEFICIT
                                 ---------  ------  ----------  ------------
<S>                              <C>        <C>     <C>         <C>
BALANCE JUNE 30, 1987 . . . . .    130,361     130     38,774       (32,738)

Issuance of common stock
  for cash. . . . . . . . . . .      6,000   6,000          6             - 

Net income from operations
  for the year ended
  June 30, 1988 . . . . . . . .          -       -          -        15,828 
                                 ---------  ------  ----------  ------------

BALANCE JUNE 30, 1988 . . . . .    136,361     136     38,774       (16,910)

Net loss from operations
  for the year ended
  June 30, 1989 . . . . . . . .          -       -          -       (22,000)
                                 ---------  ------  ----------  ------------

BALANCE JUNE 30, 1989 . . . . .    136,361     136     38,774       (38,910)
                                 ---------  ------  ----------  ------------

BALANCE JUNE 30, 1992 . . . . .    136,361     136     38,774       (38,910)

Capital contribution - expenses          -       -        752             - 

Issuance of common stock
  for services - related party.    900,000     900      8,100             - 

Net loss from operations
  for the year ended
  June 30, 1993 . . . . . . . .          -       -          -        (9,752)
                                 ---------  ------  ----------  ------------

BALANCE JUNE 30, 1993 . . . . .  1,036,361   1,036     47,626       (48,662)

Issuance of common stock
  for land. . . . . . . . . . .    200,000     200       (200)            - 
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -7-
<PAGE>
<TABLE>
<CAPTION>
                           AMBRA RESOURCES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
     PERIOD FROM JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
===============================================================================

                                                        CAPITAL IN
                                        COMMON STOCK    EXCESS OF  ACCUMULATED
                                     -----------------                   
                                      SHARES    AMOUNT  PAR VALUE    DEFICIT
                                     ---------  ------  ---------  ------------
<S>                                  <C>        <C>     <C>        <C>
Issuance of common stock
  for services - related party. . .    300,000     300      2,700            - 

Issuance of common stock
  for mining claims - related party     50,000      50        450            - 

Issuance of common stock
  for stock dividends . . . . . . .         16       -          -            - 

Issuance of common stock
  for cash. . . . . . . . . . . . .     22,500      23     44,977            - 

Net loss from operations
  for the year ended
  June 30, 1994 . . . . . . . . . .          -       -          -      (82,277)
                                     ---------  ------  ---------  ------------
BALANCE JUNE 30, 1994 . . . . . . .  1,608,877   1,609     95,553     (130,939)

Issuance of common stock
  for option on property. . . . . .     50,000      50        450

Issuance of common stock
  for mining claims - related party    150,000     150      1,350

Issuance of common stock
  for expenses. . . . . . . . . . .     22,000      22        198

Issuance of common stock for cash .    255,000     255    179,745

Net loss from operations
  for the year ended June 30, 1995.          -       -          -     (115,762)
                                     ---------  ------  ---------  ------------
BALANCE JUNE 30, 1995 . . . . . . .  2,085,877   2,086    277,296     (246,701)
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -8-
<PAGE>
<TABLE>
<CAPTION>
                           AMBRA RESOURCES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
     PERIOD FROM JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
===============================================================================

                                                      CAPITAL IN
                                       COMMON STOCK    EXCESS OF   ACCUMULATED
                                    -----------------                    
                                     SHARES    AMOUNT  PAR VALUE     DEFICIT
                                    ---------  ------  ----------  ------------
<S>                                 <C>        <C>     <C>         <C>
ISSUANCE OF COMMON STOCK FOR
  EXPENSES - SEPTEMBER 22, 1995 -
  RELATED PARTY. . . . . . . . . .    137,979     138     68,850             - 

ISSUANCE OF COMMON STOCK FOR
  CASH - NOVEMBER 2, 1995. . . . .     10,000      10      4,990             - 

ISSUANCE OF COMMON STOCK FOR
  EQUIPMENT AND EXPENSES -
  NOVEMBER 2, 1995 - (NOTE 8). . .  1,173,897   1,174     (1,174)            - 

ISSUANCE OF COMMON STOCK FOR
  CASH - DECEMBER 15, 1995 . . . .     10,000      10      4,990             - 

ISSUANCE OF COMMON STOCK FOR
  CASH - FEBRUARY 20, 1996 . . . .     40,000      40     19,960             - 

ISSUANCE OF COMMON STOCK FOR
  EXPENSES - APRIL 30, 1996. . . .     20,000      20      3,980             - 

ISSUANCE OF COMMON STOCK FOR
  CASH AND EXPENSES - MAY 8, 1996.    153,000     153     30,447             - 

ISSUANCE OF COMMON STOCK FOR
  EXPENSES - MAY 20, 1996. . . . .     62,500      62     12,438             - 

ISSUANCE OF COMMON STOCK FOR
  CASH - MAY 20, 1996. . . . . . .     25,000      25     12,475             - 

ISSUANCE OF COMMON STOCK FOR
  OIL LEASES - JUNE 18, 1996 -
  RELATED PARTY. . . . . . . . . .    200,000     200      1,800             - 

ISSUANCE OF COMMON STOCK FOR
  EXPENSES - JUNE 18, 1996 -
  RELATED PARTY. . . . . . . . . .    300,000     300     59,700             - 

NET LOSS FROM OPERATIONS FOR
  THE YEAR ENDED JUNE 30, 1996 . .          -       -          -      (269,717)
                                    ---------  ------  ----------  ------------
BALANCE JUNE 30, 1996. . . . . . .  4,218,253   4,218    495,752      (516,418)
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      -9-
<PAGE>
<TABLE>
<CAPTION>
                               AMBRA RESOURCES GROUP, INC.
                              (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
          PERIOD FROM JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
=========================================================================================

                                                                 CAPITAL IN
                                                  COMMON STOCK    EXCESS OF   ACCUMULATED
                                               -----------------                   
                                                SHARES    AMOUNT  PAR VALUE     DEFICIT
                                               ---------  ------  ----------  -----------
<S>                                            <C>        <C>     <C>         <C>
ISSUANCE OF ADDITIONAL SHARES RESULTING
   FROM REVERSE STOCK SPLIT - OCT 1996. . . .  4,540,007   4,540     (4,540)            -

ISSUANCE OF COMMON STOCK FOR ACCTS PAY
   AND COMMISSIONS AT $.05 - OCT 1996 . . . .  1,028,600   1,029     48,730             -

ISSUANCE OF COMMON STOCK FOR MINING
   CLAIMS AT $.05 - NOV 1996. . . . . . . . .    100,000     100      4,900             -

ISSUANCE OF COMMON STOCK FOR SERVICES AND
    EXPENSES AT $.05- RELATED PARTIES - 1996.  2,425,200   2,425    123,065             -

ISSUANCE OF COMMON STOCK FOR SERVICES -
    AT $.05 - JAN 1997. . . . . . . . . . . .    425,000     425     20,825             -

ISSUANCE OF COMMON STOCK FOR SERVICES AND
    EXPENSES AT $.05 - RELATED PARTIES - 1997  1,774,506   1,775     86,952             -

ISSUANCE OF COMMON STOCK FOR OIL LEASES
   AT  $.05  -  MAY 1997. . . . . . . . . . .    600,000     600     29,400             -

ISSUANCE OF COMMON STOCK FOR SERVICES AND
   EXPENSES AT $.05 - RELATED PARTIES - 1997.  2,550,000   2,550    124,950             -

ISSUANCE OF COMMON STOCK FOR CASH AT $.10 -
   MAY & JUNE 1997- PRIVATE PLACEMENT . . . .  1,359,000   1,359    134,541             -

ISSUANCE OF COMMON STOCK FOR OIL LEASES
    AT $.05 - JUNE 1997 . . . . . . . . . . .  1,240,000   1,240     60,760             -

ISSUANCE OF COMMON STOCK FOR CASH AT $.10 -
   JUNE 1997 - PRIVATE PLACEMENT. . . . . . .  1,008,000   1,008     99,800             -

ISSUANCE OF COMMON STOCK FOR SERVICES
   AT $.05 - JUNE 1997. . . . . . . . . . . .    640,000     640     30,860             -
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      -10-
<PAGE>
<TABLE>
<CAPTION>
                                 AMBRA RESOURCES GROUP, INC.
                                (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
            PERIOD FROM JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
=============================================================================================

                                                                    CAPITAL IN
                                                     COMMON STOCK    EXCESS OF   ACCUMULATED
                                                 ------------------                    
                                                   SHARES    AMOUNT  PAR VALUE     DEFICIT
                                                 ----------  ------  ----------  ------------
<S>                                              <C>         <C>     <C>         <C>
ISSUANCE OF COMMON STOCK FOR MINING
    CLAIMS AT $.05  - JUNE 1997 . . . . . . . .     100,000     100      4,900             - 

NET LOSS FROM OPERATIONS FOR THE
   YEAR ENDED JUNE 31, 1997 . . . . . . . . . .           -       -          -      (515,238)
                                                 ----------  ------  ----------  ------------

BALANCE JUNE 30, 1997 . . . . . . . . . . . . .  22,008,566  22,009  1,260,895    (1,031,656)

ISSUANCE OF COMMON STOCK FOR OIL
   LEASES AT $.10 - JULY 1997 . . . . . . . . .     930,000     930     92,070             - 

ISSUANCE OF COMMON STOCK FOR PAYMENT
   OF DEBT AT $.10 - JULY 1997 -  RELATED PARTY   1,134,480   1,134    112,314             - 

ISSUANCE OF COMMON STOCK FOR TWO
   RESIDENTIAL LOTS AT $.10 - SEPT 1997 . . . .     700,000     700     69,300             - 

ISSUANCE OF COMMON STOCK AND PAYMENT
   OF STOCK ISSUANCE EXPENSE - SEPT 1997. . . .     250,000     250     (9,250)            - 

ISSUANCE OF COMMON STOCK FOR CASH AT $.10 - . .   1,221,000   1,221    120,879             - 
   JULY AND SEPT 1997 - PRIVATE PLACEMENT

ISSUANCE OF COMMON STOCK FOR SERVICES AND
   PAYMENT OF DEBT AT $.10 - RELATED PARTIES. .   1,199,710   1,200    118,771             - 
           DEC 1997
ISSUANCE OF COMMON STOCK FOR COSTS
   OF STOCK ISSUANCE - DEC 1997 . . . . . . . .     250,000     250       (250)            - 

ISSUANCE OF COMMON STOCK FOR INSTALLMENT
   PAYMENT ON MINING CLAIMS AT $.10 - . . . . .     100,000     100      9,900             - 
            DEC 1997
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      -11-
<PAGE>
<TABLE>
<CAPTION>
                               AMBRA RESOURCES GROUP, INC.
                              (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
          PERIOD FROM JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
=========================================================================================

                                                               CAPITAL IN
                                             COMMON     STOCK   EXCESS OF    ACCUMULATED
                                           ----------  -------                    
                                             SHARES    AMOUNT   PAR VALUE      DEFICIT
                                           ----------  -------  ----------  -------------
<S>                                        <C>         <C>      <C>         <C>
ISSUANCE OF COMMON STOCK FOR EXPENSES . .     549,000      549      54,351             - 
   AT $.10 -  RELATED PARTIES - DEC 1997

ISSUANCE OF COMMON STOCK FOR EXPENSES . .   2,274,000    2,274     111,426             - 
   AT $.05 - RELATED PARTIES - MAY 1998

ISSUANCE OF COMMON STOCK FOR EXPENSES
   AT $.095 - RELATED PARTIES - JUNE 1998   1,500,000    1,500     140,500             - 

ISSUANCE OF COMMON STOCK FOR EXPENSES
    AT $.10 - JUNE 1998 . . . . . . . . .     100,000      100       9,900             - 

NET LOSS FROM OPERATIONS  FOR THE YEAR
    ENDED  JUNE 30, 1998. . . . . . . . .           -        -           -      (648,722)
                                           ----------  -------  ----------  -------------
BALANCE JUNE 30, 1998 . . . . . . . . . .  32,216,756  $32,217  $2,090,806  $ (1,680,378)

ISSUANCE OF COMMON STOCK FOR INSTALLMENT
    PAYMENT ON MINING CLAIMS - JUL 1998 .     100,000      100       7,900             - 

ISSUANCE OF COMMON STOCK FOR CASH
   AT  $.08 - JUL 1998. . . . . . . . . .     450,000      450      35,550             - 

ISSUANCE OF COMMON STOCK FOR EXPENSES
    AT $.10 - JUL 1998. . . . . . . . . .     295,000      295      29,205             - 

ISSUANCE OF COMMON STOCK FOR SERVICES
    AT $.08 - JUL 1998. . . . . . . . . .     457,500      458      36,142             - 

ISSUANCE OF COMMON STOCK FOR CASH
   AT $.05 - JUL 1998 . . . . . . . . . .     268,456      268      13,155             - 

NET LOSS FROM OPERATIONS FOR THE THREE
   MONTHS ENDED SEPTEMBER 30, 1998. . . .           -        -           -      (132,658)

BALANCE SEPTEMBER 30, 1998. . . . . . . .  33,787,712  $33,788  $2,212,758  $ (1,813,036)
                                           ==========  =======  ==========  =============
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      -12-
<PAGE>
<TABLE>
<CAPTION>
                                    AMBRA RESOURCES GROUP, INC.
                                   (A DEVELOPMENT STAGE COMPANY)
                                     STATEMENTS OF CASH FLOWS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 AND THE
                 PERIOD JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
==================================================================================================

                                                                                JANUARY 27, 1984
                                                        SEPT        SEPT      (DATE OF INCEPTION)
                                                        1998        1997        TO SEPT 30, 1998
                                                     ----------  -----------  --------------------
<S>                                                  <C>         <C>          <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES

  NET LOSS. . . . . . . . . . . . . . . . . . . . .  $(132,658)  $( 211,869)  $        (1,813,036)
  ADJUSTMENTS TO RECONCILE NET LOSS
    TO NET CASH PROVIDED BY OPERATING
    ACTIVITIES:
      DEPLETION, DEPRECIATION
      AND AMORTIZATION. . . . . . . . . . . . . . .        775          650                30,214 
      COMMON CAPITAL STOCK ISSUED
      FOR SERVICES & EXPENSES . . . . . . . . . . .     66,100            -             1,309,671 
       LOSS OF OIL LEASES . . . . . . . . . . . . .          -            -                11,000 
        (INCREASE) DECREASE IN ACCOUNTS RECEIVABLE.     (4,929)           -               (25,000)
           (INCREASE) DECREASE IN SECURITY DEPOSITS     (3,333)       3,299                (3,333)
      INCREASE (DECREASE) IN LIABILITIES. . . . . .    (31,918       32,140               (12,155)
                                                     ----------  -----------  --------------------
      NET CASH USED BY OPERATIONS . . . . . . . . .   (105,963)    (175,780)             (502,639)
                                                     ----------  -----------  --------------------

CASH FLOWS FROM INVESTING
  ACTIVITIES

  PURCHASE OF PROPERTY & EQUIPMENT. . . . . . . . .     (1,601)     (57,180)             (115,991)
  PURCHASE OF  OIL & GAS LEASES AND
    MINING CLAIMS . . . . . . . . . . . . . . . . .          -            -               (97,948)
                                                     ----------  -----------  --------------------

CASH FLOWS FROM FINANCING
  ACTIVITIES

    PROCEEDS OF LOANS . . . . . . . . . . . . . . .          -       65,071 
  NET PROCEEDS FROM SALE OF CAPITAL STOCK . . . . .     49,423      109,100               718,471 
                                                     ----------  -----------  --------------------
  NET INCREASE (DECREASE) IN CASH . . . . . . . . .    (58,141)     (58,789)                1,893 

  CASH AT BEGINNING OF YEAR . . . . . . . . . . . .     60,034      123,285                     - 
                                                     ----------  -----------  --------------------

  CASH AT END OF YEAR . . . . . . . . . . . . . . .  $   1,893   $   64,496   $             1,893 
                                                     ==========  ===========  ====================
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      -13-
<PAGE>
<TABLE>
<CAPTION>
                              AMBRA RESOURCES GROUP, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                         STATEMENTS OF CASH FLOWS (CONTINUED)
       FOR THE PERIOD JANUARY 27, 1984 (DATE OF INCEPTION) TO SEPTEMBER 30, 1997
======================================================================================

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
<S>                                                                           <C>
ISSUANCE OF 122,086 SHARES IN EXCHANGE FOR ROYALTY
  INTERESTS IN OIL AND GAS LEASES - 1984 . . . . . . . . . . . . . . . . . .  $ 19,560
                                                                              --------
ISSUANCE OF 900,000 SHARES FOR SERVICES - 1993 . . . . . . . . . . . . . . .     9,000
                                                                              --------
ISSUANCE OF 200,000 SHARES FOR LAND - 1993 - (NOTE 1). . . . . . . . . . . .         -
                                                                              --------
ISSUANCE OF 50,000 SHARES FOR MINING CLAIMS - 1994 . . . . . . . . . . . . .       500
                                                                              --------
ISSUANCE OF 300,000 SHARES FOR SERVICES - 1994 . . . . . . . . . . . . . . .     3,000
                                                                              --------
ISSUANCE OF 50,000 SHARES FOR OPTION ON PROPERTY - 1994. . . . . . . . . . .       500
                                                                              --------
ISSUANCE OF 150,000 SHARES FOR MINING CLAIMS - 1995. . . . . . . . . . . . .     1,500
                                                                              --------
ISSUANCE OF 22,000 SHARES FOR EXPENSES - 1995. . . . . . . . . . . . . . . .       220
                                                                              --------
ISSUANCE OF 137,979 SHARES FOR EXPENSES - 1995 . . . . . . . . . . . . . . .    68,988
                                                                              --------
ISSUANCE OF 1,173,897 SHARES FOR EQUIPMENT AND EXPENSES - 1995 - NOTE 1. . .         -
                                                                              --------
ISSUANCE OF 20,000 SHARES FOR EXPENSES - 1996. . . . . . . . . . . . . . . .     4,000
                                                                              --------
ISSUANCE OF 118,115 SHARES FOR EXPENSES - 1996 . . . . . . . . . . . . . . .    23,623
                                                                              --------
ISSUANCE OF 62,500 SHARES FOR EXPENSES - 1996. . . . . . . . . . . . . . . .    12,500
                                                                              --------
ISSUANCE OF 200,000 SHARES FOR OIL LEASES - 1996 . . . . . . . . . . . . . .     2,000
                                                                              --------
ISSUANCE OF 300,000 SHARES FOR EXPENSES - 1996 . . . . . . . . . . . . . . .    60,000
                                                                              --------
ISSUANCE OF 1,028,600 SHARES FOR ACCOUNTS PAYABLE AND COMMISSIONS - 1996 . .    49,759
                                                                              --------
ISSUANCE OF 100,000 SHARES FOR MINING CLAIMS - 1996. . . . . . . . . . . . .     5,000
                                                                              --------
ISSUANCE OF 2,425,200 SHARES FOR SERVICES AND EXPENSES - 1996. . . . . . . .   125,490
                                                                              --------
ISSUANCE OF 425,000 SHARES FOR SERVICES -1997. . . . . . . . . . . . . . . .    21,250
                                                                              --------
ISSUANCE OF 1,774,506 SHARES  FOR SERVICES AND EXPENSES - 1997 . . . . . . .    88,727
                                                                              --------
ISSUANCE OF 600,000 SHARES FOR OIL LEASES - 1997 . . . . . . . . . . . . . .    30,000
                                                                              --------
ISSUANCE OF 2,550,000 SHARES FOR SERVICES AND EXPENSES - 1997. . . . . . . .   127,500
                                                                              --------
ISSUANCE OF 1,240,000 SHARES FOR OIL LEASES - 1997 . . . . . . . . . . . . .    62,000
                                                                              --------
ISSUANCE OF 640,000 SHARES FOR SERVICES - 1997 . . . . . . . . . . . . . . .    31,500
                                                                              --------
ISSUANCE OF 100,000 SHARES FOR MINING CLAIMS - 1997. . . . . . . . . . . . .     5,000
                                                                              --------
ISSUANCE OF 930,000 SHARES FOR OIL LEASES - 1997 . . . . . . . . . . . . . .    93,000
                                                                              --------
ISSUANCE OF 1,134,480 SHARES FOR PAYMENT OF DEBT - 1997. . . . . . . . . . .   113,448
                                                                              --------
ISSUANCE OF 700,000 SHARES FOR TWO RESIDENTIAL LOTS - 1997 . . . . . . . . .    70,000
                                                                              --------
ISSUANCE OF 1,199,710 SHARES FOR SERVICES AND PAYMENT OF DEBT - 1997 . . . .   119,971
                                                                              --------
ISSUANCE OF 100,000 SHARES FOR INSTALLMENT PAYMENT ON MINING CLAIMS - 1997 .    10,000
                                                                              --------
ISSUANCE OF 549,000 SHARES FOR EXPENSES - 1998 . . . . . . . . . . . . . . .    54,900
                                                                              --------
ISSUANCE OF 2,274,000 SHARES FOR EXPENSES - 1998 . . . . . . . . . . . . . .   113,700
                                                                              --------
ISSUANCE OF 1,500,000 SHARES FOR EXPENSES - 1998 . . . . . . . . . . . . . .   142,000
                                                                              --------
ISSUANCE OF 100,000 SHARES FOR INSTALLMENT PAYMENT ON MINING CLAIMS  - 1998.    10,000
                                                                              --------
ISSUANCE OF 100,000 SHARES FOR INSTALLMENT PAYMENT ON MINING CLAIMS - 1998 .     8,000
                                                                              --------
ISSUANCE OF 295,000 SHARES FOR PAYMENT OF EXPENSES - 1998. . . . . . . . . .    29,500
                                                                              --------
ISSUANCE OF 457,500 SHARES FOR SERVICES - 1998 . . . . . . . . . . . . . . .  $ 36,600
                                                                              --------
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      -14-
<PAGE>
                           AMBRA RESOURCES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
================================================================================


1.  ORGANIZATION

THE  COMPANY WAS INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH ON JANUARY 27,
1984  WITH  AUTHORIZED  CAPITAL  STOCK  OF  50,000,000  SHARES AT A PAR VALUE OF
$0.001.

ON  OCTOBER  14, 1996 THE COMPANY COMPLETED A  REVERSE STOCK SPLIT OF TEN SHARES
OF OUTSTANDING SHARES  FOR ONE SHARE IN CONNECTION WITH A NAME CHANGE  TO "AMBRA
RESOURCES  GROUP,  INC."  FROM  "AMBRA  ROYALTY,  INC."  THIS  REPORT  HAS  BEEN
PREPARED  SHOWING  AFTER  STOCK  SPLIT  SHARES  WITH A PAR VALUE OF  $0.001 FROM
INCEPTION.

THE  COMPANY  HAS  BEEN  IN  THE  DEVELOPMENT STAGE SINCE INCEPTION AND HAS BEEN
PRIMARILY  ENGAGED  IN THE BUSINESS OF THE ACQUISITION AND DEVELOPMENT OF MINING
AND  OIL  PROPERTIES.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ACCOUNTING  METHODS
-------------------

THE  COMPANY  RECOGNIZES  INCOME  AND  EXPENSES  BASED  ON THE ACCRUAL METHOD OF
ACCOUNTING.

DIVIDEND  POLICY
----------------

THE  COMPANY  HAS  NOT  YET  ADOPTED  ANY POLICY REGARDING PAYMENT OF DIVIDENDS.

CASH  AND  CASH  EQUIVALENTS
----------------------------

THE  COMPANY  CONSIDERS ALL HIGHLY LIQUID INSTRUMENTS PURCHASED WITH A MATURITY,
AT  THE  TIME  OF  PURCHASE,  OF LESS THAN THREE MONTHS, TO BE CASH EQUIVALENTS.

PROPERTY  AND  EQUIPMENT
------------------------

THE  COMPANY'S PROPERTY AND EQUIPMENT CONSISTS OF THE FOLLOWING AT SEPTEMBER 30,
1998.

             OFFICE  EQUIPMENT                     3,614
             RESIDENTIAL  RENTALS                107,877
             LESS  ACCUMULATED  DEPRECIATION      (5,953)
                                                 --------
                                                 105,538
                                                 --------

OFFICE  EQUIPMENT  IS  DEPRECIATED  ON THE STRAIGHT LINE METHOD OVER SEVEN YEARS
AND  THE  RESIDENTIAL  RENTALS  ARE DEPRECIATED ON THE STRAIGHT LINE METHOD OVER
FORTY  YEARS.

EARNINGS  PER  SHARE
--------------------

EARNINGS  (LOSS)  PER  SHARE  AMOUNTS ARE COMPUTED BASED ON THE WEIGHTED AVERAGE
NUMBER OF SHARES ACTUALLY OUTSTANDING AFTER THE STOCK SPLITS, USING THE TREASURY
STOCK  METHOD  IN  ACCORDANCE  WITH  FASB  NO  128.


                                      -15-
<PAGE>
                           AMBRA RESOURCES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================


2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

AMORTIZATION  OF  CAPITALIZED  MINING  AND  OIL  LEASES
-------------------------------------------------------

THE  COMPANY  USES  THE SUCCESSFUL EFFORTS COST METHOD FOR RECORDING  ITS MINING
AND  OIL  LEASE INTERESTS, WHICH PROVIDES FOR CAPITALIZING THE PURCHASE PRICE OF
THE PROJECT AND THE ADDITIONAL COSTS DIRECTLY RELATED TO PROVING THE  PROPERTIES
AND  AMORTIZING  THESE  AMOUNTS  OVER  THE  LIFE  OF  THE  MINERAL  DEPOSIT WHEN
OPERATIONS  BEGIN  OR  EXPENSING  THE  REMAINING  BALANCE IF PROVEN OF NO VALUE.

INCOME  TAXES
-------------

AT  JUNE  30,  1998,  THE  COMPANY  HAD  A  NET OPERATING LOSS  CARRY FORWARD OF
$1,680,378. THE TAX BENEFIT FROM THE LOSS CARRY FORWARD HAS BEEN FULLY OFFSET BY
A  VALUATION  RESERVE BECAUSE THE USE OF THE FUTURE TAX BENEFIT IS DOUBTFUL. THE
COMPANY IS UNABLE TO ESTABLISH A PREDICTABLE PROJECTION OF OPERATING PROFITS FOR
FUTURE  YEARS.
THE  NET  OPERATING  LOSS  CARRYOVERS  WILL  EXPIRE  BEGINNING IN THE YEARS 2000
THROUGH  2018.

FOREIGN  CURRENCY  TRANSLATION
------------------------------

THE  TRANSACTIONS  OF  THE  COMPANY  COMPLETED  IN  CANADIAN  DOLLARS  HAVE BEEN
TRANSLATED TO US DOLLARS.  ASSETS AND LIABILITIES ARE TRANSLATED AT THE YEAR END
EXCHANGE  RATES  AND  THE  INCOME  AND EXPENSES AT THE AVERAGE RATES OF EXCHANGE
PREVAILING  DURING  THE  YEARS  REPORTED  ON.

FINANCIAL  INSTRUMENTS
----------------------

THE  CARRYING  AMOUNTS  OF FINANCIAL INSTRUMENTS, INCLUDING CASH, INVESTMENTS IN
MINING  CLAIMS  AND  OIL  LEASES,  AND  ACCOUNTS  RECEIVABLE  AND  PAYABLES, ARE
CONSIDERED BY MANAGEMENT TO BE THEIR ESTIMATED FAIR VALUES. THESE VALUES ARE NOT
NECESSARILY  INDICATIVE  OF  THE  AMOUNTS  THAT  THE  COMPANY COULD REALIZE IN A
CURRENT  MARKET  EXCHANGE.

ESTIMATES  AND  ASSUMPTIONS
---------------------------

MANAGEMENT  USES  ESTIMATES AND ASSUMPTIONS IN PREPARING FINANCIAL STATEMENTS IN
ACCORDANCE  WITH  GENERALLY
ACCEPTED  ACCOUNTING  PRINCIPLES.  THOSE  ESTIMATES  AND  ASSUMPTIONS AFFECT THE
REPORTED  AMOUNTS  OF  THE  ASSETS AND LIABILITIES, THE DISCLOSURE OF CONTINGENT
ASSETS  AND LIABILITIES, AND THE REPORTED REVENUES AND EXPENSES.  ACTUAL RESULTS
COULD  VARY  FROM  THE  ESTIMATES THAT WERE ASSUMED IN PREPARING THESE FINANCIAL
STATEMENTS.

3.  MINING  CLAIMS

ON  JUNE  20,  1994 THE COMPANY  PURCHASED THREE UNPROVEN MINERAL CLAIMS, FROM A
RELATED  PARTY,  AND  ARE  IDENTIFIED  AS  MARATHON,  MARATHON 1 AND MARATHON 2,
CONTAINING  A  TOTAL  OF 32 UNITS, WITH  EXPIRATION DATES DURING 2006, WHICH ARE
LOCATED  NEAR  COWICHAN  LAKE  IN  THE PROVINCE OF BRITISH COLUMBIA, CANADA. THE
CLAIMS  ARE  LOCATED  WITHIN  THE SICKER VOLCANIC BELT ON VANCOUVER ISLAND IN AN
ACTIVE  GOLD  MINING  AREA.


                                      -16-
<PAGE>
                           AMBRA RESOURCES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================


3.  MINING  CLAIMS  -  CONTINUED

THE  TERMS  OF  THE  PURCHASE  PROVIDES  FOR  PAYMENTS  AS  FOLLOWS:

          DATES DUE            AMOUNTS  (CANADIAN)          SHARES  OF  COMPANY
          ---------            -------------------          -------------------

          6-20-94                        -                    200,000
          11-7-96                    5,000                    100,000
          6-30-97                   10,000                    100,000
          12-31-97                  10,000                    100,000
          6-30-98                   10,000                    100,000
          12-31-98                  15,000                    100,000
                                   -------                    -------
                                   $50,000                    700,000
                                   -------                    -------

THE  REQUIRED  STOCK  ISSUES  HAVE  BEEN MADE HOWEVER  $15,000CN  IS PAST DUE ON
DECEMBER  31,  1998.   THESE  AMOUNTS ARE BEING CAPITALIZED UNTIL THE CLAIMS ARE
PROVEN  OR  SHOWN  TO  BE  OF  NO  VALUE.

THE  COMPANY HAS STAKED AN ADDITIONAL 20 CLAIM UNITS KNOWN AS THE CRYSTLE ANN 1,
2,  AND  3  CLAIMS.

IF THE COMPANY FAILS TO MAKE TIMELY PAYMENTS AND CANNOT RENEGOCIATE THE CONTRACT
ITS  INVESTMENT  IN  THE  PROPERTY  WILL  BE  LOST.

4.  OIL  LEASES

BEAUFORT  SEA  PROJECT                                                      COST
----------------------                                                      ----

ON  JUNE  9,  1997  THE  COMPANY  PURCHASED  A  3.745%  WORKING  INTEREST IN THE
BEAUFORT SEA WELL ESSO PEX HOME ET AL ITIYOK I-27 CONSISTING OF 640 ACRES AND IS
LOCATED  AT  LATITUDE  70-00', LONGITUDE 134-00', SECTIONS 7, 8, 17, 18, 27, 28,
AND  37,  LICENSE  NO.  55,  DATED  APRIL  22,  1987.  DURING  1982  AND  1983 A
CONSORTIUM  OF  COMPANIES PARTICIPATED  IN THE DRILLING, CASING, AND TESTING THE
AREA  TO  A  DEPTH  OF  12,980  FEET.  A  REVIEW OF THE WELL DATA AND GEOLOGICAL
PROGNOSIS  INDICATES THAT THE AREA WOULD CONTAIN PROVEN RECOVERABLE GAS RESERVES
OF  108  BSCF  AND  PROVEN  RECOVERABLE  OIL  RESERVES  OF  8,976  MSTB.

THE  OTHER  PARTNERS  IN  THE  PROJECT  ARE CONTROLLED BY EXXON OIL CORPORATION,
HOWEVER  THERE  IS  NO  IMMEDIATE  PLANS  TO  DEVELOP  THE  AREA.

THE  TERMS OF THE PURCHASE PROVIDES FOR A PAYMENT OF $15,000 AND THE ISSUANCE OF
1,050,000  SHARES  OF  THE  COMPANY , WHICH HAS BEEN COMPLETED, AND AN OPTION TO
PURCHASE  AN  ADDITIONAL  750,000 SHARES OF THE COMPANY, BY THE SELLER, ANY TIME
WITHIN  TWO  YEARS  AT  $.20  PER  SHARE.                                $67,913


                                      -17-
<PAGE>
                           AMBRA RESOURCES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================


4.  OIL  LEASES  -  CONTINUED

ALKALI  CREEK  PROSPECT,  PETROLEUM  COUNTY,  MONTANA                       COST
-----------------------------------------------------                       ----

ON  MAY  27,  1997  THE  COMPANY PURCHASED A 50% WORKING INTEREST IN THE  ALKALI
CREEK  PROSPECT  AREA,  PETROLEUM COUNTY MONTANA, FROM STARROCK RESOURCES LTD. ,
CONSISTING  4,987  UNPROVEN  ACRES.  THE TERMS OF THE  LEASES BEGIN TO EXPIRE IN
1999  THROUGH  2004  AND  PROVIDE  FOR ROYALTIES OF  12.5% TO 25% OF PRODUCTION.

THE  COMPANY  HAS  AGREED  TO  PROVIDE  $75,000  FOR  ITS ONE HALF OF THE AMOUNT
PROJECTED  TO  BE  USED  IN  EXPLORATION  OF  THE  AREA  DURING  1999.

IF THE COMPANY FAILS TO MAKE TIMELY PAYMENTS AND CANNOT RENEGOCIATE THE CONTRACT
ITS  INVESTMENT  IN  THE  PROPERTY  WILL  BE  LOST.

THE  COMPANY  PAID  $10,225  AND  600,000 SHARES OF ITS COMMON CAPITAL STOCK FOR
THE  INTEREST.                                                           $40,225

BOONESVILLE  -  WISE  COUNTY,  TEXAS
------------------------------------

ON  JULY  11,  1997  THE  COMPANY  PURCHASED A 10% WORKING INTEREST AND A 8% NET
REVENUE  INTEREST IN AN OIL LEASE KNOWN  AS BOONESVILE #1 WISE COUNTY, TEXAS FOR
$2,700.  THE  COMPANY  HAS AGREED TO PAY THE COMPANY'S SHARE OF THE INITIAL TEST
WELL  COSTS  AND  ON  SEPTEMBER  30,  1998  OWES  A  BALANCE  OF  $49,292.

A  RECENT ACCIDENT HAS RENDERED THE WELL INOPERATIVE AND THE OPERATOR HAS MADE A
CLAIM  FOR DAMAGES FROM THE  INSURANCE COMPANY. THE AMOUNT OF THE CLAIM THAT MAY
BE  PAID  IS  UNDETERMIABLE  AT  THIS  DATE                               $2,700

CESSFORD  -  ALBERTA,  CANADA
-----------------------------

ON  JULY  17,  1997  THE COMPANY PURCHASED A 20% INTEREST IN AN OIL LEASE IN THE
CESSFORD  AREA,  ALBERTA,  CANADA BY PAYMENT OF $ 36,627 AND 1,230,000 SHARES OF
THE  COMPANY.  THE  COMPANY HAS PARTICIPATED IN THE INITIAL TEST WELL COSTS.  ON
JUNE  3,  1998  THE  PARTIES  MUTUALLY  AGREED TO REDUCED THE 20% INTEREST TO 5%
RESULTING  IN  A  CREDIT  OF  $33,598,  TO THE COMPANY, TO BE USED IN THE FUTURE
DRILLING  PROGRAMS.                                                     $159,627
                                                                        --------
                                                                        $270,465
                                                                        ========

5.  STOCK  OPTIONS

THE  COMPANY  HAS  GRANTED  A  2,500,000  SHARE  STOCK OPTION TO OFFICERS OF THE
COMPANY  AT  $.10  PER  SHARE  WHICH  WILL  EXPIRE  JANUARY 1, 2000. OTHER STOCK
OPTIONS  INCLUDES  750,000  SHARES  AT  $.20  PER SHARE WHICH EXPIRES ON JUNE 9,
1999,  AS  SHOWN  IN  NOTE  4.


                                      -18-
<PAGE>
                           AMBRA RESOURCES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================


6.  RELATED  PARTY  TRANSACTIONS

SEE  STATEMENT  OF  CHANGES  IN  STOCK  REGARDING  SHARES ISSUED TO OFFICERS FOR
SERVICES  AND  MINING  CLAIMS.  SEE  NOTE  5  REGARDING STOCK OPTIONS GRANTED TO
OFFICERS.

7.  GOING  CONCERN

THE  COMPANY INTENDS TO CONTINUE TO  ACQUIRE OTHER INTERESTS IN VARIOUS BUSINESS
OPPORTUNITIES  WHICH, IN THE OPINION OF MANAGEMENT, WILL PROVIDE A PROFIT TO THE
COMPANY.

CONTINUATION  OF  THE COMPANY AS A GOING CONCERN IS DEPENDENT UPON OBTAINING THE
ADDITIONAL  WORKING  CAPITAL  NECESSSARY  TO  FUND  THE PROJECTS  MANAGEMENT HAS
UNDERTAKEN  AND  THEY  HAVE  DEVELOPED  A  STRATEGY,  WHICH  THEY  BELIEVES WILL
ACCOMPLISH  THIS  THROUGH  ADDITIONAL  EQUITY  FUNDING  .

MANAGEMENT  RECOGNIZES  THAT,  IF  THEY  ARE UNABLE TO RAISE ADDITIONAL CAPITAL,
THEY  CANNOT  CONDUCT OPERATIONS IN THE FUTURE AND THEY WILL LOSE THE PROPERTIES
OUTLINED  IN  NOTES  3,AND  4.

8.  CONTINUING  AND  CONTINGENT  LIABILITIES

ON  JULY  9,  1993  THE  COMPANY ISSUED  200,000 SHARES OF  IT'S COMMON STOCK IN
EXCHANGE  FOR  2,100  ACRES OF  UNDEVELOPED LAND LOCATED IN FENTRESS AND OVERTON
COUNTIES, TENNESSEE.  THIS PARCEL WAS PART OF A  LARGER PURCHASE OF 12,100 ACRES
BY

THE  PREDECESSOR  BY  THE  ISSUANCE OF A CONVERTIBLE CORPORATE DEBENTURE AND THE
ASSUMPTION  OF  A  LIEN DUE THE U.S. ARMY CORP. OF ENGINEERS. SINCE THAT TIME IT
HAS  BEEN  DETERMINED  THAT  THERE WAS A DEFECT IN THE TITLE TO THE PROPERTY AND
THEREFORE  THE  STOCK WAS CANCELED BY NOTIFICATION TO THE TRANSFER AGENT AND THE
RECIPIENTS  OF  THE  STOCK,  HOWEVER,  THE  STOCK  HAS  NOT BEEN RETURNED TO THE
COMPANY. MANAGEMENT, WITH COUNCIL, BELIEVE THAT THE RECIPIENTS STILL HOLDING THE
STOCK  HAVE  NO  LEGAL CLAIM ON THE  COMPANY NOR IS THE COMPANY LIABLE UNDER THE
LIEN.  THE  ISSUANCE  OF THE STOCK HAS BEEN RECORDED ON THE BOOKS OF THE COMPANY
AND  IS  SHOWN  AS  OUTSTANDING  AT  THE  REPORT  DATE.

ON NOVEMBER 2, 1995 THE COMPANY ISSUED 1,173,897 SHARES OF ITS COMMON STOCK TO A
PREVIOUS  RELATED  PARTY  IN  EXCHANGE FOR THE USE OF OFFICE EQUIPMENT AND OTHER
EXPENSES.  THE  PARTIES  RECEIVING THE STOCK HAVE AGREED TO  RETURN THE STOCK OF
THE  COMPANY  FOR  CANCELLATION,  WHICH  RESULTED  FROM  A  DISPUTE  OVER  THE
TRANSACTION.  THE  STOCK HAS NOT BEEN RETURNED TO THE COMPANY BY THE REPORT DATE
AND  IS  SHOWN  AS  OUTSTANDING  WITH  NO  VALUE.

SEE  NOTES  3  AND 4  FOR AMOUNTS DUE IN  THE  FUTURE FOR OIL AND MINING CLAIMS.

                                      -19-
<PAGE>
================================================================================
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS  OF  OPERATION
================================================================================

OVERVIEW

AMBRA  ROYALTY,  INC. (THE "REGISTRANT" OR "COMPANY") WAS INCORPORATED UNDER THE
LAWS  OF  THE  STATE  OF  UTAH ON JANUARY 27, 1984. THE REGISTRANT WAS INITIALLY
ORGANIZED  PRIMARILY  TO  HOLD  OVERRIDING  ROYALTIES  OF  BOTH  PRODUCING  AND
NON-PRODUCING  OIL  AND  GAS  PROPERTIES.  HOWEVER,  THE  COMPANY'S  ARTICLES OF
INCORPORATION  AUTHORIZE IT TO ENGAGE IN ALL ASPECTS OF THE OIL AND GAS BUSINESS
AND  FOR  ANY  OTHER  LAWFUL  PURPOSE.

IN  CONNECTION  WITH  ITS  CORPORATE  PURPOSE,  THE  REGISTRANT  WAS FORMED AS A
WHOLLY-OWNED  SUBSIDIARY  OF  AMBRA  OIL  AND  GAS COMPANY ("AMBRA OIL") FOR THE
SPECIFIC  PURPOSE  OF  HOLDING  THE  OVERRIDING  ROYALTY  INTERESTS  WHICH  WERE
PREVIOUSLY  OWNED  BY  AMBRA  OIL.

IN  1989,  THE  COMPANY  TRANSFERRED  ITS  REMAINING  ASSETS  IN  EXCHANGE  FOR
CANCELLATION  OF  THE  COMPANY'S  DEBT  AND  CEASED  OPERATIONS.  THE REGISTRANT
INTENDS  TO  TAKE  ADVANTAGE OF ANY REASONABLE BUSINESS PROPOSAL PRESENTED WHICH
MANAGEMENT  BELIEVES WILL PROVIDE THE COMPANY AND ITS STOCKHOLDERS WITH A VIABLE
BUSINESS  OPPORTUNITY.  THE  BOARD  OF DIRECTORS WILL MAKE THE FINAL APPROVAL IN
DETERMINING  WHETHER  TO  COMPLETE  ANY  ACQUISITION,  AND  UNLESS  REQUIRED  BY
APPLICABLE  LAW,  THE  ARTICLES  OF  INCORPORATION  OR  BYLAWS  OR  BY CONTRACT,
STOCKHOLDERS'  APPROVAL  WILL  NOT  BE  SOUGHT.

THE  INVESTIGATION  OF  SPECIFIC  BUSINESS  OPPORTUNITIES  AND  THE NEGOTIATION,
DRAFTING,  AND EXECUTION OF RELEVANT AGREEMENTS, DISCLOSURE DOCUMENTS, AND OTHER
INSTRUMENTS  WILL  REQUIRE  SUBSTANTIAL  MANAGEMENT  TIME AND ATTENTION AND WILL
REQUIRE  THE  COMPANY  TO  INCUR  SUBSTANTIAL  COSTS FOR PAYMENT OF ACCOUNTANTS,
ATTORNEYS,  AND  OTHERS. IF A DECISION IS MADE NOT TO PARTICIPATE IN OR COMPLETE
THE  ACQUISITION  OF  A  SPECIFIC  BUSINESS OPPORTUNITY, THE COSTS INCURRED IN A
RELATED  INVESTIGATION WILL NOT BE RECOVERABLE. FURTHER, EVEN IF AN AGREEMENT IS
REACHED  FOR  THE  PARTICIPATION  IN  A  SPECIFIC BUSINESS OPPORTUNITY BY WAY OF
INVESTMENT  OR  OTHERWISE,  THE FAILURE TO CONSUMMATE THE PARTICULAR TRANSACTION
MAY RESULT IN THE LOSS TO THE COMPANY OF ALL RELATED COSTS INCURRED. IN THE PAST
THE  BOARD  OF DIRECTORS HAS APPROVED A RESOLUTION AUTHORIZING THE REGISTRANT TO
ISSUE  SHARES  OF  ITS  COMMON  STOCK  AS  CONSIDERATION  FOR MONIES ADVANCED OR
SERVICES  RENDERED  ON  BEHALF  OF  THE  COMPANY.

CURRENTLY,  MANAGEMENT  IS NOT ABLE TO DETERMINE THE TIME OR RESOURCES THAT WILL
BE  NECESSARY  TO  COMPLETE  THE  PARTICIPATION  IN OR ACQUISITION OF ANY FUTURE
BUSINESS  PROSPECT.

ACQUISITION  OF  PROPERTY  -  LAND  -  NOVIA  SCOTIA,  CANADA

ON DECEMBER 8, 1994, THE REGISTRANT ENTERED INTO AN OPTION PURCHASE AGREEMENT BY
THE ISSUANCE OF 50,000 SHARES OF IT'S COMMON STOCK (NON REFUNDABLE), TO PURCHASE
PROPERTY CONTAINING 1000 ACRES OF IMPROVED AND UNIMPROVED LAND, LOTS, TWO HOMES,
AND  A  RECREATION  BUILDING  LOCATED AT CLAM BAY, HALIFAX COUNTY, PROVIDENCE OF
NOVA  SCOTIA, CANADA AT A PURCHASE PRICE OF $2,300,000.  IN LATE 1995 THE OPTION
EXPIRED  DUE  TO  NON-PERFORMANCE  BY  THE  REGISTRANT,  HOWEVER,  PRIOR  TO THE
EXPIRATION  THE  REGISTRANT  PURCHASED  TWO OF THE LOTS, AND THEIR IMPROVEMENTS.


                                      -20-
<PAGE>
ACQUISITION  OF  PROPERTY - MINING CLAIMS - PROVINCE OF BRITISH COLUMBIA, CANADA

ON  JUNE  20,  1994,  THE  REGISTRANT   PURCHASED  THREE  MINERAL CLAIMS, FROM A
RELATED  PARTY,  AND  ARE  IDENTIFIED  AS  MARATHON,  MARATHON 1 AND MARATHON 2,
CONTAINING  A  TOTAL  OF 32 UNITS, WITH AN EXPIRATION DATE OF FEBRUARY 24, 2006,
WHICH  ARE  LOCATED  NEAR  COWICHAN  LAKE  IN  THE PROVINCE OF BRITISH COLUMBIA,
CANADA.  THE  CLAIMS  ARE  LOCATED  WITHIN THE SICKER VOLCANIC BELT ON VANCOUVER
ISLAND  IN  AN  ACTIVE  GOLD  MINING  AREA.

THE  TERMS  OF  THE  PURCHASE  PROVIDES  FOR  PAYMENTS  AS  FOLLOWS:

           DATES DUE   AMOUNTS  (CANADIAN)   SHARES  OF  COMPANY
           ---------   -------------------   -------------------
            6-20-94               -               200,000
            11-7-96           5,000               100,000
            6-30-97          10,000               100,000
           12-31-97          10,000               100,000
            6-30-98          10,000               100,000
           12-31-98          15,000               100,000
                            -------               -------
                            $50,000               700,000
                            -------               -------

THE  REQUIRED  STOCK  ISSUES  HAVE  BEEN  MADE HOWEVER  $15,000CN IS PAST DUE ON
DECEMBER  30,  1998.   THESE  AMOUNTS ARE BEING CAPITALIZED UNTIL THE CLAIMS ARE
PROVEN  OR  SHOWN  TO  BE  OF  NO  VALUE.

THE  COMPANY HAS STAKED AN ADDITIONAL 20 CLAIM UNITS KNOWN AS THE CRYSTLE ANN 1,
2,  AND  3  CLAIMS.

IF THE COMPANY FAILS TO MAKE TIMELY PAYMENTS AND CANNOT RENEGOCIATE THE CONTRACT
ITS  INVESTMENT  IN  THE  PROPERTY  WILL  BE  LOST.

ACQUISITION  OF  PROPERTY  -  OIL  LEASES  -  BEAUFORT  SEA  PROJECT

ON  JUNE  9,  1997  THE  COMPANY   PURCHASED  A  3.745% WORKING  INTEREST IN THE
BEAUFORT SEA WELL ESSO PEX HOME ET AL ITIYOK I-27 CONSISTING OF 640 ACRES AND IS
LOCATED  AT  LATITUDE  70-00', LONGITUDE 134-00', SECTIONS 7, 8, 17, 18, 27, 28,
AND  37,  LICENSE  NO.  55,  DATED  APRIL  22,  1987.  DURING  1982  AND  1983 A
CONSORTIUM  OF  COMPANIES PARTICIPATED  IN THE DRILLING, CASING, AND TESTING THE
AREA  TO  A  DEPTH  OF  12,980  FEET.  A  REVIEW OF THE WELL DATA AND GEOLOGICAL
PROGNOSIS  INDICATES THAT THE AREA WOULD CONTAIN PROVEN RECOVERABLE GAS RESERVES
OF  108  BSCF  AND  PROVEN  RECOVERABLE  OIL  RESERVES OF 8,976 MSTB.  THE OTHER
PARTNERS  IN THE PROJECT ARE CONTROLLED BY EXXON OIL CORPORATION,  HOWEVER THERE
IS  NO  IMMEDIATE  PLANS  TO  DEVELOP  THE  AREA.

THE  TERMS OF THE PURCHASE PROVIDES FOR A PAYMENT OF $15,000 AND THE ISSUANCE OF
1,050,000  SHARES  OF  THE  COMPANY , WHICH HAS BEEN COMPLETED, AND AN OPTION TO
PURCHASE  AN  ADDITIONAL 750,000 SHARES OF THE COMPANY ANY TIME WITHIN TWO YEARS
AT  $.20  PER  SHARE.


                                      -21-
<PAGE>
ACQUISITION  OF  PROPERTY  -  OIL  LEASES  -  ALKALI  CREEK PROSPECT,  PETROLEUM
COUNTY,  MONTANA

ON  MAY  27,  1997  THE  COMPANY PURCHASED A 50% WORKING INTEREST IN THE  ALKALI
CREEK  PROSPECT  AREA,  PETROLEUM COUNTY MONTANA, FROM STARROCK RESOURCES LTD. ,
CONSISTING  4,987  UNPROVEN  ACRES.  THE TERMS OF THE  LEASES BEGIN TO EXPIRE IN
1999  THROUGH  2004  AND  PROVIDE  FOR ROYALTIES OF  12.5% TO 25% OF PRODUCTION.

THE  COMPANY  HAS  AGREED  TO  PROVIDE  $75,000  FOR  ITS ONE HALF OF THE AMOUNT
PROJECTED  TO  BE  USED  IN  EXPLORATION  OF  THE  AREA  DURING  1999.

IF THE COMPANY FAILS TO MAKE TIMELY PAYMENTS AND CANNOT RENEGOCIATE THE CONTRACT
ITS  INVESTMENT  IN  THE  PROPERTY  WILL  BE  LOST.

THE  COMPANY  PAID  $10,225  AND  600,000 SHARES OF ITS COMMON CAPITAL STOCK FOR
THE  INTEREST.

ACQUISITION  OF  PROPERTY  -  BOONESVILLE  -  WISE  COUNTY,  TEXAS

ON  JULY  11,  1997  THE  COMPANY PURCHASED A 10% WORKING  INTEREST AND A 8% NET
REVENUE  INTEREST IN AN OIL LEASE KNOWN  AS BOONESVILE #1 WISE COUNTY, TEXAS FOR
$2,700.  THE  COMPANY  HAS AGREED PAY TO THE OPERATOR THE COMPANY'S SHARE OF THE
INITIAL  TEST  WELL  COSTS  AND ON SEPTEMBER 30, 1998 OWES A BALANCE OF $49,292.
A  RECENT ACCIDENT HAS RENDERED THE WELL INOPERATIVE AND THE OPERATOR HAS MADE A
CLAIM  FOR DAMAGES FROM THE  INSURANCE COMPANY. THE AMOUNT OF THE CLAIM THAT MAY
BE  PAID  IS  UNDETERMIABLE  AT  THIS  DATE

ACQUISITION  OF  PROPERTY  -  CESSFORD  -  ALBERTA,  CANADA

ON  JULY  17,  1997  THE COMPANY PURCHASED A 20% INTEREST IN AN OIL LEASE IN THE
CESSFORD  AREA,  ALBERTA,  CANADA BY PAYMENT OF $ 36,627 AND 1,230,000 SHARES OF
THE  COMPANY.  THE  COMPANY HAS PARTICIPATED IN THE INITIAL TEST WELL COSTS.  ON
JUNE  3,  1998  THE  PARTIES  MUTUALLY  AGREED TO REDUCED THE 20% INTEREST TO 5%
RESULTING  IN  A  CREDIT  OF  $33,598,  TO THE COMPANY, TO BE USED IN THE FUTURE
DRILLING  PROGRAMS  .

LOSS  OF  PROPERTY

ON  JULY  7,  1993,  THE  BOARD  OF  DIRECTORS OF THE REGISTRANT ENTERED INTO AN
AGREEMENT  WITH  DIX CORPORATION, A UTAH CORPORATION, A NONAFFILIATED ENTITY, TO
EXCHANGE  200,000  SHARES  OF  THE  COMPANY'S  COMMON  STOCK, FOR  REAL PROPERTY
LOCATED  IN  FENTRESS  AND  OVERTON COUNTIES, ALL IN THE STATE OF TENNESSEE (THE
"PROPERTY").  THE  CONVEYANCE  OF  THE PROPERTY WAS MADE BY WARRANTY DEED, DATED
JULY 9, 1993. THE PROPERTY IS MORE SPECIFICALLY DESCRIBED IN AN EXHIBIT ATTACHED
TO  AN  8-K  FILED  AND DATED JULY 7, 1993.  THE PROPERTY CONVEYED WAS PART OF A
LARGER PURCHASE OF 12,100 ACRES BY THE DIX CORPORATION THROUGH THE ISSUANCE OF A
CONVERTIBLE  CORPORATE DEBENTURES AND THE ASSUMPTION OF A LIEN DUE THE U.S. ARMY
CORP.  OF ENGINEERS. THE FACE VALUE OF THE DEBENTURE WAS $1,000,000 AND THE LIEN
ASSUMED  AMOUNTED  TO  $1,100,000.  THE  LIEN  IS  NON-CALLABLE  AND  CARRIES NO
INTEREST,  BUT  FINAL  TITLE INSURANCE CAN BE ONLY OBTAINED AFTER PAYMENT OF THE
PORTION  OF  THE  LIEN  THAT  APPLIES  TO  THE 2,100 ACRES AMOUNTING TO $19,792.


                                      -22-
<PAGE>
SINCE  THAT  TIME IT HAS BEEN DETERMINED THAT THERE WAS A DEFECT IN THE TITLE TO
THE  PROPERTY  AND  THEREFORE  THE  STOCK  WAS  CANCELED  BY NOTIFICATION TO THE
TRANSFER  AGENT AND THE RECIPIENTS OF THE STOCK. HOWEVER, THE STOCK HAS NOT BEEN
RETURNED  TO THE COMPANY. THE OFFICERS OF THE COMPANY, WITH COUNCIL BELIEVE THAT
THE RECIPIENTS STILL HOLDING THE STOCK HAVE NO LEGAL CLAIM ON THE COMPANY NOR IS
THE  COMPANY  LIABLE UNDER THE LIEN. THE ISSUANCE OF THE STOCK HAS BEEN RECORDED
ON  THE  BOOKS OF THE COMPANY AND IS SHOWN AS OUTSTANDING AT SEPTEMBER 30, 1998.

LIQUIDITY  AND  CAPITAL  RESOURCES

AS  OF SEPTEMBER 30, 1998, THE REGISTRANT HAD AGREED TO MAKE PAYMENTS ON VARIOUS
PROJECTS  WHICH  EXCEEDS  ITS  CURRENT  WORKING  CAPITAL, AND WITHOUT  RECEIVING
ADDITIONAL  WORKING  CAPITAL,  IT  WILL  NOT  BE  ABLE  TO  PAY ITS LIABILITIES.

RESULTS  OF  OPERATIONS

SINCE  THE  COMPANY  CEASED  OPERATIONS  IN 1989, ITS ONLY ACTIVITY, TO DATE HAS
INVOLVED  THE  INVESTIGATION  AND  PURCHASE OF POTENTIAL BUSINESS OPPORTUNITIES.


                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------
                           ITEM 1.  LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

     NONE.

--------------------------------------------------------------------------------
                         ITEM 2.  CHANGES IN SECURITIES
--------------------------------------------------------------------------------

     DURING JULY THROUGH SEPTEMBER 1998, THE REGISTRANT COMPLETED A REGULATION S
OFFERING  AND  SALE  OF 718,456 COMMON SHARES FOR A NET PROCEEDS OF $49,423  AND
852,500  COMMON  SHARES  FOR  EXPENSES  AND  OTHER  ASSETS.

--------------------------------------------------------------------------------
                    ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
--------------------------------------------------------------------------------

     NONE.


                                      -23-
<PAGE>
--------------------------------------------------------------------------------
           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

     NONE.

--------------------------------------------------------------------------------
                           ITEM 5.  OTHER INFORMATION
--------------------------------------------------------------------------------

     NONE.

--------------------------------------------------------------------------------
                    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------

     Exhibit  27     Financial  Data  Schedule

                                   SIGNATURES
--------------------------------------------------------------------------------


     PURSUANT  TO  THE  REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT  HAS  DULY  CAUSED  THIS  REPORT  TO  BE  SIGNED ON ITS BEHALF BY THE
UNDERSIGNED  THEREUNTO  DULY  AUTHORIZED




                           AMBRA RESOURCES GROUP, INC.
                                  (REGISTRANT)


Dated:                                        By: /S/ John  M.  Hickey
                                                  ------------------------------
                                                  John  M.  Hickey,  President

Dated:                                        By: /S/ 
                                                  ------------------------------
                                                  John  R.  Rask  ,  Secretary


                                      -24-
<PAGE>