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 December 31, 2001
                               -----------------

( )  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.)

610-800 West Pender Street, Vancouver., Canada,                     V6C 2V6
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

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



        (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 [x ] No [ ] 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 December 31, 2001
         ---------------------           -----------------------------------
         Common  Stock, $0.001                       160,238,322






                                       -1-

<PAGE>



                                      INDEX


                                                                          Page
                                                                         Number
PART I.                                                                  ------

   ITEM 1.   Financial Statements (unaudited)..............................3

             Balance Sheets................................................4
               December 31, 2001 and June 30, 2001

             Statements of Operations
               Three and six months ended December 31, 2001  and  2000 ....5
               and the period  January 27, 1984 to December 31, 2001

             Statements of Cash Flows
                Six months ended December 31, 2001 and  2000...............6
                and the period  January 27, 1984 to December 31, 2001

             Notes to Financial Statements.................................7

   ITEM 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations..............11

PART II.     Other Information............................................12

             Signatures...................................................13


                                       -2-

<PAGE>




PART I - FINANCIAL INFORMATION

--------------------------------------------------------------------------------


This filing contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. For this purpose any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the foregoing, words
such as "may," "will," "expect," "believe," anticipate," "estimate" or
"continue" or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainty, and actual results may differ materially depending on a variety of
factors, many of which are not within the Company's control. These factors
include but are not limited to economic conditions generally and in the
industries in which the Company and its customers participate; competition
within the Company's industry, including competition from much larger
competitors; technological advances which could render the Company's products
less competitive or obsolete; failure by the Company to successfully develop new
products or to anticipate current or prospective customers' product needs; price
increase or supply limitations for components purchased by the Company for use
in its products; and delays, reductions, or cancellations of orders previously
placed with the Company.


                          ITEM 1. FINANCIAL STATEMENTS

--------------------------------------------------------------------------------



The accompanying balance sheets of Ambra Resources Group, Inc. ( development
stage company) at December 31, 2001 and June 30, 2001, and the statements of
operations and cash flows for the three and six months ended December 31, 2001
and 2000 and the period January 27, 1984 to December 31, 2001, have been
prepared by the Company's management in conformity with accounting principles
generally accepted in the United States of America. 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 December 31, 2001, are not necessarily
indicative of the results that can be expected for the year ending June 30,
2002.



                                       -3-

<PAGE>
<TABLE>
<CAPTION>



                                 AMBRA RESOURCES GROUP, INC.
                                ( Development Stage Company)
                                       BALANCE SHEETS
                             December 31, 2001 and June 30, 2001
-------------------------------------------------------------------------------------------


                                           ASSETS
                                                                  Dec  2001      June  2001
                                                                 -----------    -----------
<S>                                                              <C>            <C>
CURRENT ASSETS
   Cash                                                          $   586,305    $ 1,517,209
    Accounts receivable - income tax refund                          158,566        166,012
    Accounts receivable                                                8,000          8,000
                                                                 -----------    -----------
       Total Current Assets                                          752,871      1,691,221
                                                                 -----------    -----------

PROPERTY AND EQUIPMENT - net of accumulated
     depreciation - Note 2                                           229,545        236,304
                                                                 -----------    -----------

OTHER ASSETS
    Advance deposits                                                 250,000           --
    Account receivable - related party                                16,228
    Mining claims - Note 3                                              --             --
   Oil leases -  Note 4                                              243,202         67,913
    Other assets                                                       9,645          9,645
                                                                 -----------    -----------
       Total Other Assets                                            519,075         77,558
                                                                 -----------    -----------
                                                                 $ 1,501,491    $ 2,005,083
                                                                 ===========    ===========

                            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable - related parties                           $     7,889    $    18,952
   Accounts payable                                                   11,652         21,046
                                                                 -----------    -----------
       Total Current Liabilities                                      19,541         39,998
                                                                 -----------    -----------

STOCKHOLDERS' EQUITY
   Common stock
     400,000,000 shares authorized, at $.001 par value;
     160,238,322 shares issued and outstanding on December 31;       160,238        158,138
      158,138,322 on June 30
   Capital in excess of par value                                  7,102,821      7,041,922
    Stock subscriptions receivable                                  (110,265)      (110,265)
   Deficit accumulated during the development stage               (5,670,844)    (5,124,710)
                                                                 -----------    -----------
       Total Stockholders' Equity                                  1,481,950      1,965,085
                                                                 -----------    -----------
                                                                 $ 1,501,491    $ 2,005,083
                                                                 ===========    ===========


          The accompanying notes are an integral part of these financial statements


                                             -4-
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                             AMBRA RESOURCES GROUP, INC.
                                            ( Development Stage Company)
                                              STATEMENTS OF OPERATIONS
                            Forthe Three and Six Months Ended December 31, 2001 and 2000
                      and the Period January 27, 1984 (date of inception) to December 31, 2001

--------------------------------------------------------------------------------------------------------------------

                                          Three Months                      Six Months
                                      Dec             Dec              Dec              Dec         Jan 27, 1984 to
                                      2001            2000             2001             2000          Dec 31, 2001
                                 -------------    -------------    -------------    -------------    -------------
<S>                              <C>              <C>              <C>              <C>              <C>
REVENUES

   Rents and interest            $      13,768    $       5,085    $      21,907    $      17,911    $     305,384
                                 -------------    -------------    -------------    -------------    -------------

EXPENSES

  Exploration                           41,051          655,528           41,051          655,528          696,579
  Administrative                       204,694          323,904          514,990          466,812        6,585,951
  Depreciation                           6,000            6,153           12,000            8,339           48,453
                                 -------------    -------------    -------------    -------------    -------------
                                       251,745          985,585          568,041        1,130,679        7,330,983
                                 -------------    -------------    -------------    -------------    -------------

NET LOSS - before other income        (237,977)        (980,500)        (546,134)      (1,112,768)      (7,025,599)

  Gain on sale of assets                  --             89,460             --            283,320        1,354,755
                                 -------------    -------------    -------------    -------------    -------------


NET LOSS                         $    (237,977)   $    (891,040)   $    (546,134)   $    (829,448)   $  (5,670,844)
                                 =============    =============    =============    =============    =============



LOSS PER COMMON SHARE

       Basic                     $        --      $        (.01)   $        --      $        --
                                 -------------    -------------    -------------    -------------



AVERAGE OUTSTANDING
     SHARES

          Basic                    160,238,322      145,508,322      160,238,322      145,508,322
                                 -------------    -------------    -------------    -------------









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

                                                         -5-
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                   AMBRA RESOURCES GROUP, INC.
                                   ( Development Stage Company)
                                     STATEMENTS OF CASH FLOWS
                       For the Six Months Ended December 31, 2001 and 2000
            and the Period January 27, 1984 (Date of Inception) to December 31, 2001
---------------------------------------------------------------------------------------------------

                                                                                  January 27, 1984
                                                           Dec           Dec     (Date of Inception)
                                                           2001          2000      to Dec 31, 2001
                                                       -----------    -----------  ---------------
<S>                                                    <C>            <C>          <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES

   Net profit (loss)                                   $  (546,134)   $  (829,448)   $(5,670,844)
    Adjustments to reconcile net loss
       to net cash provided by operating
       activities
          Depreciation                                      12,000          8,339         48,453
           Common capital stock issued
              for services & expenses                       63,000        328,000      4,260,264
           Gain from sale of assets                           --             --       (1,354,755)
          (Increase) decrease in accounts receivable        (8,782)         9,412       (182,794)
           Increase (decrease) in liabilities              (20,458)       (67,570)        19,540
                                                       -----------    -----------    -----------
           Net Cash Used By Operations                    (500,374)      (551,267)    (2,880,136)
                                                       -----------    -----------    -----------

CASH FLOWS FROM INVESTING
   ACTIVITIES
    Advance deposits                                      (250,000)       (34,014)      (250,000)
    Purchase of other assets                                  --             --           (9,645)
   Purchase of property & equipment                         (5,241)       (79,340)      (277,998)
   Purchase of  oil & gas leases                          (175,289)      (151,014)      (243,202)
    Net sales of assets                                       --          280,480      1,638,159
                                                       -----------    -----------    -----------
                                                          (430,530)        16,112        857,314
                                                       -----------    -----------    -----------
CASH FLOWS FROM FINANCING
   ACTIVITIES
   Net proceeds from sale of capital stock                    --             --        2,609,127
                                                       -----------    -----------    -----------
   Net increase (decrease) in cash                        (930,904)      (535,155)       586,305

   Cash at beginning of year                             1,517,209      1,086,224           --
                                                       -----------    -----------    -----------

   Cash at end of year                                 $   586,305    $   551,069    $   586,305
                                                       ===========    ===========    ===========


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

                                               -6-
</TABLE>

<PAGE>



                           AMBRA RESOURCES GROUP, INC.
                          ( 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
and on May 17, 1999 the authorized was increased to 100,000,000 shares and on
March 3, 2000 the authorized was increased to 400,000,000 shares with the same
par value. 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:

Office equipment                 $ 145,121
Residential rentals                132,877
Less  accumulated depreciation     (48,453)
                                 ---------
                                   229,545
                                 ---------

Office equipment and computers are depreciated on the straight line method over
five 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.



                                       -7-

<PAGE>



                           AMBRA RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

--------------------------------------------------------------------------------


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Capitalization of  Mining Claim Costs

Costs of acquisition, exploration, carrying, and retaining unproven properties
are expensed as incurred. Costs incurred in proving and developing a property
ready for production are capitalized and amortized over the life of the mineral
deposit or over a shorter period if the property is shown to have an impairment
in value. Expenditures for mine equipment are capitalized and depreciated over
their useful lives.

Capitalization of  Oil  Lease  Costs
------------------------------------

The Company uses the successful efforts cost method for recording its 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 reserve when operations begin or a shorter
period if the property is shown to have an impairment in value or expensing the
remaining balance if proven of no value. Expenditures for oil well equipment are
capitalized and depreciated over their useful lives.

Environmental Requirements
--------------------------

At the report date environmental requirements related to the mineral claims and
the oil leases acquired are unknown and therefore an estimate of any future cost
cannot be made.

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

At December 31, 2001, the Company had a net operating loss carry forward of
$5,670,844. The tax benefit of approximately $1,701,253 from the loss carry
forward has been fully offset by a valuation reserve because the use of the
future tax benefit is doubtful since 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 2022.

Foreign Currency Translation
----------------------------

Part of the transactions of the Company were completed in Canadian dollars and
have been translated to US dollars as incurred, at the exchange rate in effect
at the time, and therefore, no gain or loss from the translations is recognized.
US dollars are considered to be the functional currency.



                                       -8-

<PAGE>

                           AMBRA RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------------------------------------


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments
---------------------

The carrying amounts of financial instruments, including cash, accounts
receivable, advance deposits, and accounts payable, are considered by management
to be their estimated fair values.

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.

Concentration of Credit Risk
----------------------------

Financial instruments that potentially subject the Company to significant
concentration of credit risk consists primarily of cash and account receivables.
Cash balances are maintained in accounts that are not federally insured for
amounts over $100,000 but are other wise in financial institutions of high
credit quality. Accounts receivable are unsecured however management considers
them to be collectable.

Comprehensive Income
--------------------

The Company has adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.

Other Recent Accounting Pronouncements
--------------------------------------

The Company does not expect that the adoption of other recent accounting
pronouncements to have any material impact on its 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. The claims have not been proven to have a commercially
minable ore reserve and therefore all costs for acquisition exploration and
retaining the properties have been expensed.


                                       -9-

<PAGE>



                           AMBRA RESOURCES GROUP, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------------------------------------


4.  OIL LEASES

BEAUFORT  SEA  PROJECT  - cost $67,913
----------------------

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.

HUGHES PROSPECT, Robertson County, Texas - cost $175,289
----------------------------------------

During July 2001 the Company purchased a 50% interest in oil, gas, and mineral
leases containing 6340 net mineral acres in the final stages of leasing all
having 3 to 4 year terms. The acreage will support a possible 150 net wells with
a potential 600 BCF recoverable.


















                                      -10-

<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION
--------------------------------------------------------------------------------


General

The Company is a development stage company engaged in the acquisition of
interests in gas and oil properties. The Company has been engaged in the gas and
oil business since 1995.

During July 2001 the Company purchased a 50% interest in oil, gas, and mineral
leases containing net mineral 6340 net mineral acres in the final stages of
leasing all having 3 to 4 year terms. The acreage will support a possible 150
net wells with a potential 600 BCF recoverable.

Liquidity and Capital Resources

During the quarter ended December 31, 2001, the Company funded its operations
primarily with cash on hand and funds raised during 2000 in Regulation S
offerings.

The Company's material commitments for capital expenditures are limited to the
Company's obligation under the Operating Agreement with Kebo Oil and Gas, Inc.,
to pay one percent of the costs associated with the ten well drilling program.

The Company has a limited operating history and can only estimate the future
needs for capital based on the current status of the Company's operations, its
current plans and current economic condition. The Company expects that its
existing cash reserves, cash flows from operations and financing, will be
sufficient to cover the Company's cash requirements for the next twelve months.

The Registrant has plans to further develop its properties which will require
part of its current working capital.

Results of Operations

     Comparison of the quarter ended December 31, 2001 and the quarter ended
     December 31, 2000

The Company sustained a net loss of $237,977 in the quarter ended December 31,
2001, compared to a net loss of $891,040 for the quarter ended December 31,
2000. The $653,063 decrease in the loss was largely effected by a decrease in
the exploration activity.

A comparison of the principal operating expenses for each quarter follows:






                                      -11-

<PAGE>



                          December 31, 2001  December 31, 2000
                           ---------------    ---------------
Exploration                $        41,051    $       655,528
Administrative                      36,700             72,991
Consultants                        107,856            167,291
Travel and entertainment            60,138             83,622
Depreciation                         6,000              6,163
                           ---------------    ---------------

                           $       251,745    $       985,585
                           ---------------    ---------------


                           PART II - OTHER INFORMATION

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

   None.


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

No new shares were issued during the quarter ended December 31, 2001


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

   None.


--------------------------------------------------------------------------------
           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
--------------------------------------------------------------------------------

   None.

--------------------------------------------------------------------------------






                                      -12-

<PAGE>


                                   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: February 13, 2002                      By  /s/ John M. Hickey
                                                --------------------------------
                                                   John M. Hickey, President




                                                              -13-

<PAGE>