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, 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



                          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 [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 April 14, 2001
   --------------------------                --------------------------------
     Common  Stock, $0.001                               149,138,322






                                       -1-

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<CAPTION>

                                                       INDEX


                                                                                                           Page
                                                                                                          Number
                                                                                                          ------
<S>                        <C>                                                                           <C>
PART I.

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

                            Balance Sheets...................................................................4
                              March 31, 2001 and June 30, 2000

                            Statements of Operations
                              Three and nine months ended March 31, 2001  and 2000
                                         and the period from January 27, 1984 to March 31, 2001..............5

                            Statements of Cash Flows
                               Nine months ended March 31, 2001 and 2000.....................................6
                                          and the period from January 27, 1984 to March 31, 2001

                            Notes to Financial Statements....................................................8

          ITEM 2.           Management's Discussion and Analysis of
                              Financial Condition and Results of Operations.................................13

PART II.                    Other Information...............................................................15

                            Signatures......................................................................16


                                                        -2-
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<PAGE>





PART I - FINANCIAL INFORMATION

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


                          ITEM 1. FINANCIAL STATEMENTS

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



The  accompanying  balance sheets of Ambra Resources  Group,  Inc. ( development
stage  company)  at March 31,  2001 and June 30,  2000,  and the  statements  of
operations and cash flows for the three and nine months ended March 31, 2001 and
2000 and the period from January 27, 1984 to March 31, 2001,  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 March 31,  2001,  are not  necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
2001.





                                       -3-

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<CAPTION>



                                       AMBRA RESOURCES GROUP, INC.
                                       ( Development Stage Company)
                                              BALANCE SHEETS
                                     March 31, 2001 and June 30, 2000
---------------------------------------------------------------------------------------------------------


                                                      ASSETS
                                                                               Mar 2001       June 2000
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
CURRENT ASSETS
   Cash                                                                       $   864,525    $ 1,086,224
    Accounts receivable - income tax refund                                     1,337,603           --
                                                                              -----------    -----------
       Total Current Assets                                                     2,202,128      1,086,224
                                                                              -----------    -----------

PROPERTY AND EQUIPMENT - net of accumulated
     depreciation - Note 2                                                        248,035        144,330
                                                                              -----------    -----------

OTHER ASSETS
    Mining claims - Note 3                                                           --             --
    Advance deposits                                                               34,014           --
    Accounts receivable - related party                                             8,000         15,116
   Oil leases -  Note 4                                                            67,913        419,519
    Equitable securities - Note 5                                                 255,000        235,000
       Gas lines - Note 4                                                            --          290,000
                                                                              -----------    -----------
       Total Other Assets                                                         364,927        959,635
                                                                              -----------    -----------
                                                                              $ 2,815,090    $ 2,190,189
                                                                              ===========    ===========

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                                17,822    $    86,763
   Accounts payable - related parties                                              15,222           --
                                                                              -----------    -----------
       Total Current Liabilities                                                   33,044         86,763
                                                                              -----------    -----------

STOCKHOLDERS' EQUITY
   Common stock
     400,000,000 shares authorized, at $.001 par value;
     149,138,322 shares issued and outstanding at March 31;
     137,448,322 at June 30                                                       149,138        137,448

   Capital in excess of par value                                               6,780,922      6,283,112

   Deficit accumulated during the development stage                            (4,148,014)    (4,317,134)
                                                                              -----------    -----------
       Total Stockholders' Equity                                               2,782,046      2,103,426
                                                                              -----------    -----------
                                                                              $ 2,815,090    $ 2,190,189
                                                                              ===========    ===========

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


                                                        -4-
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<CAPTION>



                                       AMBRA RESOURCES GROUP, INC.
                                       ( Development Stage Company)
                                         STATEMENTS OF OPERATIONS
                   For the Three and Nine Months Ended March 31, 2001 and 2000 and the
                   Period From January 27, 1984 (date of inception) to March 31, 2001
-----------------------------------------------------------------------------------------------------------


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

   Sale of oil leases - net   $  1,520,216   $       --      $  1,520,216           --        $  1,520,216
   Sale of gas line - net-            --             --           208,320           --             208,320
       Rents and interest            8,905          1,350          26,816          4,709           281,943
                              ------------   ------------    ------------   ------------      ------------
                                 1,529,121          1,350       1,755,352          4,709         2,010,479
                              ------------   ------------    ------------   ------------      ------------

EXPENSES

   Exploration                      23,047           --           603,575           --             648,105
   Administrative                  501,906        282,321         968,718        517,672         5,479,216
   Depreciation                      5,600           --            13,939           --              31,172
                              ------------   ------------    ------------   ------------      ------------
                                   530,553        282,321       1,586,232        517,672         6,158,493
                              ------------   ------------    ------------   ------------      ------------

NET PROFIT ( LOSS)            $    998,568   $   (280,971)   $    169,120   $   (512,963)     $ (4,148,014)
                              ============   ============    ============   ============      ============



LOSS PER COMMON SHARE

       Basic                 $        .01    $       --     $       --      $       --
                             ------------    ------------   ------------    ------------



AVERAGE OUTSTANDING
     SHARES

          Basic                147,458,322     98,643,072     147,458,322     98,643,072
                              ------------    ------------   ------------   ------------









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



                                                        -5-
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<CAPTION>



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

                                                                                      January 27, 1984
                                                           Mar            Mar       (Date of Inception)
                                                          2001           2000          to Mar 31, 2001
                                                       -----------    -----------        -----------
<S>                                                   <C>             <C>              <C>
   Net loss                                            $   169,120    $  (512,963)       $(4,148,014)
   Adjustments to reconcile net loss
       to net cash provided by operating
       activities:
          Depletion, depreciation
            and amortization                                13,939          2,700             31,172
          Common capital stock issued
            for services & expenses                        509,500        233,500          4,360,668
          (Increase) decrease in accounts receivable    (1,330,487)          --           (1,345,603)
           Increase (decrease) in liabilities              (53,719)        48,543             33,044
                                                       -----------    -----------        -----------
             Net Cash Used By Operations                  (691,647)      (228,220)        (1,068,733)
                                                       -----------    -----------        -----------

CASH FLOWS FROM INVESTING
   ACTIVITIES
    Security deposits                                      (34,014)          --              (34,014)
    Purchase of equitable securities                       (20,000)       (20,000)          (255,000)
    Purchase of property & equipment                      (117,644)       (17,254)          (279,207)
    Purchase of web site - note 6                             --          (62,330)              --
    Change in  oil & gas leases and gas line               641,606           --              (67,913)
                                                       -----------    -----------        -----------
                                                           469,948        (99,584)          (636,134)
                                                       -----------    -----------        -----------
CASH FLOWS FROM FINANCING
   ACTIVITIES

   Net proceeds from sale of capital stock                    --        1,391,421          2,569,392
                                                       -----------    -----------        -----------
   Net increase (decrease) in cash                        (221,699)     1,063,617            864,525

   Cash at beginning of year                             1,086,224        140,482               --
                                                       -----------    -----------        -----------


   Cash at end of year                                 $   864,525    $ 1,204,099        $   864,525
                                                       ===========    ===========        ===========



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

                                       -6-
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<PAGE>
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<CAPTION>



                           AMBRA RESOURCES GROUP, INC.
                          ( Development Stage Company)
                      STATEMENTS OF CASH FLOWS (Continued)
     For the Period January 27, 1984 (Date of Inception) to March 31, 2001
-------------------------------------------------------------------------------------


SCHEDULE OF NONCASH OPERATING, 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            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
                                                                             --------
Issuance of 6,000,000 shares for services and expenses - 1999                  60,000
                                                                             --------
Issuance of 8,060,000 shares for services and expenses - 2000                 328,000
                                                                             --------
Issuance of 3,630,000 shares for services and expenses - 2000                 181,500
                                                                             --------


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

                                       -7-
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<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 exploratory  and  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                                   $ 136,811
             Residential rentals                                  142,396
             Less  accumulated depreciation                       (31,172)
                                                                ---------
                                                                  248,035
                                                                ---------

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.




                                       -8-

<PAGE>




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


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings Per Share
------------------

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number of shares actually outstanding.

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  Leases  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 proven  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 March 31,  2001,  the  Company  had a net  operating  loss  carry  forward of
$4,148,014.  The tax benefit of $1,244,404  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.




                                       -9-

<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,  investments in
mining claims and oil leases, and accounts payable, are considered by management
to be their estimated fair values.

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.

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 currently 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.





                                      -10-

<PAGE>



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


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.

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 Exxon Oil  Corporation,
Anderson  Oil,  and Gulf Canada  Resources.                            $  67,913


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

On July 17, 1997 the Company purchased a 20% interest in a proven
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 which were expensed.
On June 3, 1998 the  parties  mutually  agreed to reduce  the 20%
interest to 5% resulting in a credit of $96,995cn, to the Company
which was used in the drilling  programs . Six of the seven wells
drilled  proved  worthy  of  building  a  pipeline  to a  central
gathering  system.  During  March 2000 the Company  completed  an
agreement  with  Bigstone  Energy  to  construct  a pipe  line to
service the wells.  The Company  issued  4,500,000  shares of its
common  capital  stock as payment for its share which is shown in
the balance  sheet  under gas lines.  During  September  2000 the
completed  gas line was sold for  $711,000cn  and a 5.8%  working
interest in all projects.  During  February 2001 the Company sold
its interest in the Cessford project for $2,900,000cn.




                                      -11-

<PAGE>



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


5.  EQUITABLE SECURITIES

The Company  purchased 75% of the outstanding  stock of Venture Oil and Gas Inc.
by the issuance of 2,250,000  common shares of the Company and cash of $140,000.
Venture  Oil and Gas Inc.  has  interests  in various  proven and  unproven  oil
properties,  some of which have the well equipment installed.  Some of the wells
are near the production  stage,  however,  additional  costs will be required to
bring them into production.

On the date of this report financial  statements of Venture Oil and Gas were not
available  for  inclusion in this report and  therefore  consolidated  financial
statements have not been prepared.

6.  DEVELOPMENT AND SALE OF WEB SITES

During the prior fiscal year the Company  entered a partnership  arrangement  to
develop and sell web sites.  On the date of this report the  activity was in the
development stage and all costs have been expensed.

7.  RELATED PARTY TRANSACTIONS

Officers and directors have received 18,343,460 common shares of the Company for
services and expenses. . The Company rents office space from a related party.

Other related party  transactions  are shown in the balance sheet under accounts
payable.


                                      -12-

<PAGE>



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

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

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



Overview

Ambra Resources  Group,  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.  After  1989 the
Registrant  has been  engaged in the  business  of  acquiring ,  exploring,  and
developing  mineral  properties and 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 - Mining Claims - Province of British Columbia, Canada

On June 20, 1994, the Registrant  purchased three mineral claims, from a related
party, by the issuance of 200,000 common shares of its stock, 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 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.


                                      -13-

<PAGE>



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.



Acquisition of Property - Cessford - Alberta, Canada

On July 17, 1997 the Company  purchased a 20%  interest in a proven 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
which were expensed.  On June 3, 1998 the parties  mutually agreed to reduce the
20% interest to 5% resulting in a credit of $96,995cn,  to the Company which was
used in the drilling  programs . Six of the seven wells drilled proved worthy of
building a pipeline to a central gathering system. During March 2000 the Company
completed an agreement with Bigstone  Energy to construct a pipe line to service
the wells.  The Company issued  4,500,000  shares of its common capital stock as
payment  for its share  which is shown in the  balance  sheet  under gas  lines.
During  September 2000 the completed gas line was sold for $711,000cn and a 5.8%
working  interest in all  projects.  During  February  2001 the Company sold its
interest in the Cessford project for $2,900,000cn. .

Acquisition of  Equitable  Securities

The Company  purchased 75% of the outstanding  stock of Venture Oil and Gas Inc.
by the issuance of 2,250,000  common shares of the Company and cash of $140,000.
Venture  Oil and Gas Inc.  has  interests  in various  proven and  unproven  oil
properties,  some of which have the well equipment installed.  Some of the wells
are near the production  stage,  however,  additional  costs will be required to
bring them into production.

On the date of this report financial  statements of Venture Oil and Gas were not
available  for  inclusion in this report and  therefore  consolidated  financial
statements have not been prepared.

Acquisition of web sites

During the prior fiscal year the Company  entered a partnership  arrangement  to
develop and sell web sites.  On the date of this report the  activity was in the
development stage and all costs have been expensed.

Liquidity and Capital Resources

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

                                      -14-

<PAGE>

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 January through March 2001 , the Registrant issued 3,630,000 regulation S
common shares for services and expenses with a value of $181,500.





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

                     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.





                                      -15-
<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:  April 20, 2001                   By  /s/ John M. Hickey
                                            --------------------------------
                                             John M. Hickey, President



                                      -16-