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 March 31, 2002
                                                --------------

    ( ) 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 March  31, 2002
         ---------------------          ---------------------------------
         Common  Stock, $0.001                     160,238,322






                                       -1-

<PAGE>



                                      INDEX


                                                                         Page
                                                                        Number
PART I.

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

             Balance Sheets................................................4
               March 31, 2002 and June 30, 2001

             Statements of Operations
               Three and nine months ended March 31, 2002  and  2001 ......5
               and the period  January 27, 1984 to March 31, 2002

             Statements of Cash Flows
                Nine months ended March 31, 2002 and  2001.................6
                and the period  January 27, 1984 to March 31, 2002

             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 March 31,  2002 and June 30,  2001,  and the  statements  of
operations and cash flows for the three and nine months ended March 31, 2002 and
2001 and the period  January 27, 1984 to March 31, 2002,  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 March 31,  2002,  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
                                     March 31, 2002 and June 30, 2001
---------------------------------------------------------------------------------------------------------


                                                  ASSETS
                                                                               Mar  2002     June  2001
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
CURRENT ASSETS
   Cash                                                                       $   425,320    $ 1,517,209
    Accounts receivable - income tax refund                                       158,466        166,012
    Accounts receivable                                                             8,000          8,000
                                                                              -----------    -----------
       Total Current Assets                                                       591,786      1,691,221
                                                                              -----------    -----------

PROPERTY AND EQUIPMENT - net of accumulated
     depreciation - Note 2                                                        262,250        236,304
                                                                              -----------    -----------

OTHER ASSETS
    Advance deposits                                                               54,114           --
    Accounts receivable - related parties                                         139,763
    Oil leases -  Note 4                                                          192,925         67,913
    Other assets                                                                    9,645          9,645
                                                                              -----------    -----------
       Total Other Assets                                                         396,447         77,558
                                                                              -----------    -----------
                                                                              $ 1,250,483    $ 2,005,083
                                                                              ===========    ===========

                                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable - related parties                                        $     7,889    $    18,952
   Accounts payable                                                                 4,527         21,046
                                                                              -----------    -----------
       Total Current Liabilities                                                   12,416         39,998
                                                                              -----------    -----------

STOCKHOLDERS' EQUITY
   Common stock
     400,000,000 shares authorized, at $.001 par value;
     160,238,322 shares issued and outstanding on March 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                                                (75,265)      (110,265)
   Deficit accumulated during the development stage                            (5,949,727)    (5,124,710)
                                                                              -----------    -----------
       Total Stockholders' Equity                                               1,238,067      1,965,085
                                                                              -----------    -----------
                                                                              $ 1,250,483    $ 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 Nine Months Ended March 31, 2002 and 2001 and the
                                    Period January 27, 1984 (date of inception) to March 31, 2002

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



                                               Three Months                           Nine Months
                                         Mar                 Mar                Mar                  Mar           Jan 27, 1984 to
                                         2002                2001               2002                 2001            Mar 31, 2002
                                    -------------       -------------       -------------       -------------       -------------
<S>                                 <C>                 <C>                 <C>                 <C>                 <C>
REVENUES

   Rents and interest               $      21,347       $       8,905       $      43,254       $      26,816       $     326,731
                                    -------------       -------------       -------------       -------------       -------------

EXPENSES

   Exploration                               --                23,047              41,051             229,794             696,579
  Administrative                          294,230             172,520             809,220             968,718           6,880,181
  Depreciation                              6,000               5,600              18,000              13,939              54,453
                                    -------------       -------------       -------------       -------------       -------------
                                          300,230             201,167             868,271           1,212,451           7,631,213
                                    -------------       -------------       -------------       -------------       -------------

NET LOSS - before other income           (278,883)           (192,262)           (825,017)         (1,185,635)         (7,304,482)

  Gain on sale of assets                     --             1,190,830                --             1,354,755           1,354,755
                                    -------------       -------------       -------------       -------------       -------------


NET LOSS                            $    (278,883)      $     998,568       $    (825,017)      $     169,120       $  (5,949,727)
                                    =============       =============       =============       =============       =============



LOSS PER COMMON SHARE

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



AVERAGE OUTSTANDING
     SHARES

          Basic                       160,238,322         158,135,322         160,238,322         158,135,322
                                    -------------       -------------       -------------       -------------









                                        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 Nine Months Ended March 31, 2002 and 2001 and the
                       Period January 27, 1984 (Date of Inception) to March 31, 2002
-------------------------------------------------------------------------------------------------------------

                                                                                            January 27, 1984
                                                              Mar              Mar         (Date of Inception)
                                                              2002             2001         to Mar 31, 2002
                                                          -----------       -----------     ---------------
<S>                                                       <C>               <C>             <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES

   Net profit (loss)                                      $  (825,017)      $   169,120       $(5,949,727)
    Adjustments to reconcile net loss
       to net cash provided by operating
       activities
          Depreciation                                         18,000            13,939            54,453
           Common capital stock issued
              for services & expenses                          63,000           509,500         4,260,264
           Gain from sale of assets                              --                --          (1,354,755)
          (Increase) decrease in accounts receivable         (132,218)       (1,330,487)         (306,229)
           Increase (decrease) in liabilities                 (27,582)          (53,719)           12,415
                                                          -----------       -----------       -----------
               Net Cash Used By Operations                   (903,817)         (691,647)       (3,283,579)
                                                          -----------       -----------       -----------

CASH FLOWS FROM INVESTING
   ACTIVITIES

   Advance deposits                                           (54,114)          (34,014)          (54,114)
   Purchase of other assets                                      --                --              (9,645)
   Purchase of property & equipment                           (43,946)         (137,644)         (316,703)
   Purchase of  oil & gas leases                             (125,012)             --            (192,925)
   Net sales of assets                                           --             641,606         1,638,159
                                                          -----------       -----------       -----------
                                                             (223,072)          469,948         1,064,772
                                                          -----------       -----------       -----------
CASH FLOWS FROM FINANCING
   ACTIVITIES

   Net proceeds from sale of capital stock                     35,000              --           2,644,127
                                                          -----------       -----------       -----------
   Net increase (decrease) in cash                         (1,091,889)         (221,699)          425,320

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

   Cash at end of year                                    $   425,320       $   864,525       $   425,320
                                                          ===========       ===========       ===========


                           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                                     $ 152,192
             Residential rentals                                    164,511
             Less  accumulated depreciation                         (54,453)
                                                                   ---------
                                                                    262,250
                                                                   =========

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 mining claims and
the oil leases acquired are unknown and therefore an estimate of any future cost
cannot be made.


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

At March 31,  2002,  the  Company  had a net  operating  loss  carry  forward of
$5,949,727.  The tax  benefit of  approximately  $1,784,918  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 $125,012
----------------------------------------

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.

5.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer-directors  have acquired 4% of the  outstanding  common capital stock of
the Company and have made non  interest  bearing  demand  loans of $7,889 to the
Company.  The Company has made non interest  bearing  demand loans to affiliated
companies of $139,763.











                                      -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 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 March 31,  2002,  the  Company  funded its  operations
primarily  with cash on hand from  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  March 31,  2002 and the  quarter  ended
December 31, 2001

The Company  sustained  a net loss of  $278,883  in the quarter  ended March 31,
2002,  compared to a net profit of $998,568 in the quarter ended March 31, 2001.
The profit for the  quarter  ended March 31, 2001 was due to the sale of oil and
gas leases which resulted in a profit of $1,190,830.  The expenses increased for
the current  quarter due to a greater  effort to find a  potentially  profitable
business opportunity to acquire.

                                      -11-

<PAGE>



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





                                                 March 31, 2002   March 31, 2001
                                                 --------------   --------------

Exploration                                         $   --           $ 23,047
Administrative                                       101,689           77,634
Consultants                                           46,235           62,107
Travel and entertainment                             146,306           32,779
Depreciation                                           6,000            5,600
                                                    --------         --------

                                                    $300,230         $201,167
                                                    --------         --------



                           PART II - OTHER INFORMATION



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

                            ITEM 1. LEGAL PROCEEDINGS

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

   None.


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

                          ITEM 2. CHANGES IN SECURITIES

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

No new shares were issued during the quarter ended March 31, 2002



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

                     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: May 7, 2002                              By  /s/ John M. Hickey
                                                    ----------------------------
                                                    John M. Hickey,  President




                                      -13-