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, 2000
                               ---------------------
[ ]      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, 2000
                -----                       --------------------------------
         Common  Stock, $0.001                         126,253,072




                                       -1-


<PAGE>






                                      INDEX

                                                                           Page
                                                                         Number
                                                                         ------
PART I.

    ITEM 1.    Accountants Review Report.....................................3

               Balance Sheets................................................4
                 March 31, 2000 and June 30, 1999

               Statements of Operations

                 Three and nine months ended March 31, 2000  and 1999........5
                 and the period from January 27, 1984 to March 31, 2000

               Statements of Cash Flows

                 Nine months ended March 31, 2000 and 1999...................6
                 and the period from January 27, 1984 to March 31, 2000

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

    ITEM 2.    Management's Discussion and Analysis of

                 Financial Condition and Results of Operations..............12

PART II.       Other Information............................................14

               Signatures...................................................15


                                       -2-


<PAGE>




PART I - FINANCIAL INFORMATION



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



ANDERSEN ANDERSEN & STRONG, L.C.                  941 East 3300 South, Suite 202
--------------------------------                      Salt Lake City, Utah 84106
Certified Public Accountants and Business Consultants

                                                          Telephone 801 486-0096
                                                                Fax 801 486-0098


          REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Ambra Resources Group, Inc.

We have reviewed the  condensed  balance sheet of Ambra  Resources  Group,  Inc.
(development  stage  company)  as of March 31,  2000 and the  related  condensed
statement of operations and the condensed  statement of cash flows for the three
and nine months  ended March 31, 2000 and 1999 and the periods  January 27, 1984
(date of  inception)  to March 31.  2000.  These  financial  statements  are the
responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

                                         By:/s/Andersen Andersen and Strong
                                         ----------------------------------
                                         Andersen Andersen and Strong

Salt Lake City, Utah
May 10, 2000

                                       -3-


<PAGE>



                           AMBRA RESOURCES GROUP, INC.
                          ( Development Stage Company)
                                 BALANCE SHEETS
                        March 31, 2000 and June 30, 1999

================================================================================

                                     ASSETS

                                                Mar 2000      June 1999
                                              -----------    -----------
CURRENT ASSETS

   Cash                                         1,204,099    $   140,482
                                              -----------    -----------
       Total Current Assets                     1,204,099        140,482
                                              -----------    -----------

PROPERTY AND EQUIPMENT - net of accumulated
     depreciation - (Note 2)                      125,373        110,820
                                              -----------    -----------

OTHER ASSETS

    Mining claims - (Note 3)                         --             --
    Natural gas distribution lines                615,000           --
    Web sites                                     122,330           --
   Oil leases -  (Note 4)                         315,540        315,540
     Equitable securities (Note 5)                 70,000         50,000
   Deposits                                          --            3,333
                                              -----------    -----------
       Total Other Assets                       1,122,870        368,873
                                              -----------    -----------
                                                2,452,342    $   620,175
                                              ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable - related parties             139,874    $   271,663
   Accounts payable - other                        20,792        167,361
                                              -----------    -----------
       Total Current Liabilities                  160,666        439,024
                                              -----------    -----------

STOCKHOLDERS' EQUITY

   Common stock

     400,000,000 shares authorized, at
     $.001 par value; 114,643,072 shares
     issued and outstanding at March 31;
     71,092,712 at June 30                        114,643         71,093

   Capital in excess of par value               5,977,891      3,397,953

   Deficit accumulated during the
    development stage                          (3,800,858)    (3,287,895)
                                              -----------    -----------
       Total Stockholders' Equity               2,291,676        181,151
                                              -----------    -----------
                                                2,452,342    $   620,175
                                              ===========    ===========

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

                                       -4-


<PAGE>



                           AMBRA RESOURCES GROUP, INC.
                          ( Development Stage Company)
                            STATEMENTS OF OPERATIONS
             For the Three and Nine Months Ended March 31, 2000 and
               1999 and the Period From January 27, 1984 (date of
                          inception) to March 31, 2000
================================================================================
<TABLE>
<CAPTION>


                               Three Months                                         Nine Months
                         Mar            Mar             Mar             Mar       Jan 27, 1984 to
                        2000            1999            2000            1999       Mar 31, 2000
                   ------------    ------------    ------------    ------------    ------------

<S>                <C>             <C>             <C>             <C>             <C>
REVENUES           $      1,350    $      1,350    $      4,709    $      4,050    $    243,387

EXPENSES                282,321         446,722         517,672         618,484       4,044,245
                   ------------    ------------    ------------    ------------    ------------

NET LOSS           $   (280,971)   $   (445,372)   $   (512,963)   $   (614,434)   $ (3,800,858)
                   ============    ============    ============    ============    ============

LOSS PER
COMMON SHARE

    Basic          $       --      $       (.01)   $       --      $      (,015)           --
                   ------------    ------------    ------------    ------------    ------------



AVERAGE
OUTSTANDING
SHARES

     Basic           98,643,072      39,787,712      98,643,072      39,787,712            --
                   ------------    ------------    ------------    ------------    ------------
</TABLE>









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

                                       -5-


<PAGE>

<TABLE>
<CAPTION>


                           AMBRA RESOURCES GROUP, INC.
                          ( Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                    For the Nine Months Ended March 31, 2000
                    and 1999 and the Period January 27, 1984
                      (Date of Inception) to March 31, 2000
================================================================================
                                                                             January 27, 1984
                                                    Mar            Mar     (Date of Inception)
                                                   2000            1999       to Mar 31, 2000
                                                -----------    -----------    -----------
CASH FLOWS FROM OPERATING
   ACTIVITIES

<S>                                             <C>            <C>            <C>
   Net loss                                     $  (512,963)   $  (614,434)   $(3,800,858)
   Adjustments to reconcile net loss
       to net cash provided by operating
       activities:
          Depletion, depreciation
            and amortization                          2,700          2,325         36,300
          Common capital stock issued
            for services & expenses                 233,500        303,100      2,584,171
          Loss of oil leases                           --           40,225        140,510
          (Increase) decrease in accounts
           receivable                                  --           20,071        (20,071)
           (Increase) in security deposit              --           (3,333)          --
           Increase (decrease) in liabilities        48,543        165,248        335,996
                                                -----------    -----------    -----------
             Net Cash Used By Operations           (228,220)       (86,798)      (723,952)
                                                -----------    -----------    -----------

CASH FLOWS FROM INVESTING

   ACTIVITIES

    Purchase of equitable securities                (20,000)          --          (20,000)
    Purchase of property & equipment                (17,254)        (9,419)      (141,063)
    Purchase of  oil & gas leases and
     mining claims                                     --             --          (97,948)
    Purchase of web sites                           (62,330)          --          (62,330)
                                                -----------    -----------    -----------

CASH FLOWS FROM FINANCING

   ACTIVITIES

   Net proceeds from sale of capital stock        1,391,421         49,423      2,249,392
                                                -----------    -----------    -----------
   Net increase (decrease) in cash                1,063,617        (46,794)     1,204,099

   Cash at beginning of year                        140,482         60,034           --
                                                -----------    -----------    -----------

   Cash at end of year                          $ 1,204,099    $    13,240    $ 1,204,099
                                                ===========    ===========    ===========
</TABLE>



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

                                       -6-


<PAGE>

<TABLE>
<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, 2000
================================================================================

SCHEDULE OF NONCASH OPERATING, INVESTING, AND FINANCING ACTIVITIES

<S>                                                                                <C>
Issuance of 122,086 shares in exchange for royalty                                 $ 19,560
interests in oil and gas leases - 1984                                             --======

Issuance of 900,000 shares for services - 1993                                        9,000
                                                                                   --------
Issuance of 200,000 shares for land - 1993 - (Note 1)                                  --
                                                                                   --------
Issuance of 50,000 shares for mining claims - 1994                                      500
                                                                                   --------
Issuance of 300,000 shares for services - 1994                                        3,000
                                                                                   --------
Issuance of 50,000 shares for option on property - 1994                                 500
                                                                                   --------
Issuance of 150,000 shares for mining claims - 1995                                   1,500
                                                                                   --------
Issuance of 22,000 shares for expenses - 1995                                           220
                                                                                   --------
Issuance of 137,979 shares for expenses - 1995                                       68,988
                                                                                   --------
Issuance of 1,173,897 shares for equipment and expenses - 1995                         --
 - Note 1                                                                          --------

Issuance of 20,000 shares for expenses - 1996                                         4,000
                                                                                   --------
Issuance of 118,115 shares for expenses - 1996                                       23,623
                                                                                   --------
Issuance of 62,500 shares for expenses - 1996                                        12,500
                                                                                   --------
Issuance of 200,000 shares for oil leases - 1996                                      2,000
                                                                                   --------
Issuance of 300,000 shares for expenses - 1996                                       60,000
                                                                                   --------
Issuance of 1,028,600 shares for accounts payable and commissions - 1996             49,759
                                                                                   --------
Issuance of 100,000 shares for mining claims - 1996                                   5,000
                                                                                   --------
Issuance of 2,425,200 shares for services and expenses - 1996                       125,490
                                                                                   --------
Issuance of 425,000 shares for services -1997                                        21,250
                                                                                   --------
Issuance of 1,774,506 shares  for services and expenses - 1997                       88,727
                                                                                   --------
Issuance of 600,000 shares for oil leases - 1997                                     30,000
                                                                                   --------
Issuance of 2,550,000 shares for services and expenses - 1997                       127,500
                                                                                   --------
Issuance of 1,240,000 shares for oil leases - 1997                                   62,000
                                                                                   --------
Issuance of 640,000 shares for services - 1997                                       31,500
                                                                                   --------
Issuance of 100,000 shares for mining claims - 1997                                   5,000
                                                                                   --------
Issuance of 930,000 shares for oil leases - 1997                                     93,000
                                                                                   --------
Issuance of 1,134,480 shares for payment of debt - 1997                             113,448
                                                                                   --------
Issuance of 700,000 shares for two residential lots - 1997                           70,000
                                                                                   --------
Issuance of 1,199,710 shares for services and payment of debt - 1997                119,971
                                                                                   --------
Issuance of 100,000 shares for installment payment on mining claims - 1997           10,000
                                                                                   --------
Issuance of 549,000 shares for expenses - 1998                                       54,900
                                                                                   --------
Issuance of 2,274,000 shares for expenses - 1998                                    113,700
                                                                                   --------
Issuance of 1,500,000 shares for expenses - 1998                                    142,000
                                                                                   --------
Issuance of 100,000 shares for installment payment on mining claims - 1998           10,000
                                                                                   --------
Issuance of 100,000 shares for installment payment on mining claims - 1998            8,000
                                                                                   --------
Issuance of 295,000 shares for payment of expenses - 1998                            29,500
                                                                                   --------
Issuance of 457,500 shares for services - 1998                                       36,600
                                                                                   --------
Issuance of 6,000,000 shares for services and expenses - 1999                        60,000
                                                                                   --------
Issuance of 4,625,000 shares for services and expenses - 2000                       182,800
                                                                                   --------
Issuance of 4,000,000 shares for purchase of web sites - 2000                        80,000
                                                                                   --------
Issuance of 5,000,000 shares for purchase of gas distribution lines - 2000          615,000
                                                                                   --------
Issuance of 5,000,000 shares for commissions on stock sales - 2000                     --
                                                                                   --------
</TABLE>


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

                                       -7-


<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.  During  January  2000 the  authorized  capital  stock was  increased to
400,000,000 shares with the same par value.

On October 14, 1996 the Company completed a reverse stock split of ten shares of
outstanding  shares  for one share in  connection  with a name  change to "Ambra
Resources Group, Inc." from "Ambra Royalty,  Inc." This report has been prepared
showing after stock split shares with a par value of $0.001 from inception.

The  company has been in the  development  stage  since  inception  and has been
primarily  engaged in the business of the  acquisition and development of mining
and oil properties and other business opportunities.

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.

Property and Equipment
----------------------

The  Company's  property and  equipment  consists of the  following at March 31,
2000.

                 Office equipment                   28,686
                 Residential rentals               107,877
)                Less  accumulated depreciation    (11,190)
                                                  --------
                                                   125,373

Office equipment is depreciated on the straight line method over seven years and
the  residential  rentals are depreciated on the straight line method over forty
years.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes  antidilutive
and then only the basic per share amounts are shown in the report.

                                       -8-


<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
acquired  are  unknown  and  therefore  an estimate of any future cost cannot be
made.

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

At March 31,  2000,  the  Company  had a net  operating  loss  carry  forward of
$3,800,858. The tax benefit from the loss carry forward has been fully offset by
a valuation  reserve because the use of the future tax benefit is doubtful.  The
Company is unable to establish a predictable projection of operating profits for
future years.

The net  operating  loss  carryovers  will  expire  beginning  in the years 2000
through 2021.

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

The carrying amounts of financial instruments,  including cash, equipment, other
assets,  and  accounts  payables,  are  considered  by  management  to be  their
estimated fair values.

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

Financial  instruments  that  potentially  subject  the  Company to  significant
concentration  of  credit  risk  consists  primarily  cash.  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.

                                       -9-


<PAGE>



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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this  standard  had no impact on the total  stockholder's  equity on
June 30, 1999.

Accounting for Stock-Based Compensation
---------------------------------------

The Company has adopted Statement of Financial  Accounting Standards No. 123 but
has elected to continue to measure  compensation cost under APB 25. The adoption
of FASB No. 123 has no impact on the Company's financial statements.

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

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a 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.

                                      -10-


<PAGE>



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

<TABLE>
<CAPTION>

4.  OIL LEASES

BEAUFORT SEA PROJECT
--------------------
<S>                                                                                      <C>
                                                                                         COST

On June 9, 1997 the Company  purchased a 3.745% working interest in the Beaufort
Sea well Esso Pex Home et al Itiyok I-27  consisting of 640 acres and is located
at Latitude 70-00',  Longitude  134-00',  Sections 7, 8, 17, 18, 27, 28, and 37,
License No. 55,  dated April 22,  1987.  During  1982 and 1983 a  consortium  of
companies participated in the drilling,  casing, and testing the area to a depth
of 12,980 feet.  A review of the well data and  geological  prognosis  indicates
that the area would  contain  proven  recoverable  gas  reserves of 108 Bscf and
proven recoverable oil reserves of 8,976 MSTB.

The other  partners  in the  project are  controlled  by Exxon Oil  Corporation,     $ 67,913
however there is no immediate plans to develop the area.

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

On May 27, 1997 the Company purchased a 50% working interest in the Alkali Creek
Prospect  area,  Petroleum  County  Montana,  from  Starrock  Resources  Ltd.  ,
consisting 4,987 unproven acres. The terms of the leases begin to expire in 1999
through 2004 and provide for royalties of 12.5% to 25% of production.

The leases have not been proven to have  commercially  recoverable  reserves and
therefore the acquisition and exploration costs have been expensed.                         0

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

On July 11, 1997 the  Company  purchased  a 10%  working  interest  and a 8% net
revenue  interest in an oil lease known as Boonesvile #1 Wise County,  Texas.  A
recent  accident has rendered the well  inoperative  and the operator has made a
claim of damages from the insurance company. The amount of the claim that may be
paid is undeterminable at the report date. All prior costs have been expensed.              0

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 reduced the
20%  interest to 5%  resulting in a credit of $96,995cn,  to the Company,  to be
used in the future  drilling  programs .                                              247,627
                                                                                      -------
                                                                                    $ 315,540
</TABLE>

                                      -11-


<PAGE>




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

5.  EQUITABLE SECURITIES

On April 20, 1999 the Company  purchased 50% of the outstanding stock of Venture
Oil and Gas Inc. by the  issuance of  1,250,000  common  shares of the  Company.
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.

During February 2000 the Company purchased 60% of the outstanding stock of First
Domain Name Company.

The carrying  amounts of the  equitable  securities  are  considered to be their
present fair values.

6.  RELATED PARTY TRANSACTIONS

Officers and directors have received 12,983,460 common shares of the Company for
services and expenses. . The Company rents office space from a related party.

================================================================================
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

                                      -12-


<PAGE>



acquisition,   and  unless   required  by   applicable   law,  the  articles  of
incorporation  or  bylaws or by  contract,  stockholders'  approval  will not be
sought.

The  investigation  of  specific  business  opportunities  and the  negotiation,
drafting, and execution of relevant agreements,  disclosure documents, and other
instruments  will require  substantial  management  time and  attention and will
require  the  Company to incur  substantial  costs for  payment of  accountants,
attorneys,  and others.  If a decision is made not to participate in or complete
the  acquisition  of a specific  business  opportunity,  the costs incurred in a
related investigation will not be recoverable.  Further, even if an agreement is
reached  for the  participation  in a specific  business  opportunity  by way of
investment or otherwise,  the failure to consummate the  particular  transaction
may result in the loss to the Company of all related costs incurred. In the past
the board of directors has approved a resolution  authorizing  the Registrant to
issue  shares of its  common  stock as  consideration  for  monies  advanced  or
services rendered on behalf of the Company.

Currently,  management is not able to determine the time or resources  that will
be necessary  to complete  the  participation  in or  acquisition  of any future
business prospect.

Acquisition of Property - Land - Novia Scotia, Canada

On December 8, 1994, the Registrant entered into an option purchase agreement by
the issuance of 50,000 shares of it's common stock (non refundable), to purchase
property containing 1000 acres of improved and unimproved land, lots, two homes,
and a recreation  building  located at Clam Bay,  Halifax County,  Providence of
Nova Scotia,  Canada at a purchase price of $2,300,000.  In late 1995 the option
expired  due  to  non-performance  by  the  Registrant,  however,  prior  to the
expiration the Registrant purchased two of the lots, and their improvements.

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.

Acquisition of property  -  Oil Leases - Beaufort  Sea  Project

On June 9, 1997 the Company  purchased a 3.745% working interest in the Beaufort
Sea well Esso Pex Home et al Itiyok I-27  consisting of 640 acres and is located
at Latitude 70-00',  Longitude  134-00',  Sections 7, 8, 17, 18, 27, 28, and 37,
License No. 55,  dated April 22,  1987.  During  1982 and 1983 a  consortium  of
companies participated in the drilling,  casing, and testing the area to a depth
of 12,980 feet.  A review of the well data and  geological  prognosis  indicates
that the area would  contain  proven  recoverable  gas  reserves of 108 Bscf and
proven recoverable oil reserves of 8,976 MSTB.

The other  partners  in the  project are  controlled  by Exxon Oil  Corporation,
however  there is no  immediate  plans to  develop  the  area.  The terms of the
purchase  provided for a payment of $15,000 and the issuance of 1,050,000 shares
of the Company.

                                      -13-


<PAGE>



Acquisition of Property - Oil Leases - Alkali Creek Prospect,  Petroleum County,
Montana

On May 27, 1997 the Company purchased a 50% working interest in the Alkali Creek
Prospect  area,  Petroleum  County  Montana,  from  Starrock  Resources  Ltd.  ,
consisting 4,987 unproven acres. The terms of the leases begin to expire in 1999
through 2004 and provide for royalties of 12.5% to 25% of production.

The leases have not been proven to have  commercially  recoverable  reserves and
therefore the acquisition and exploration costs have been expensed.

Acquisition of Property - Boonesville - Wise County, Texas

On July 11, 1997 the  Company  purchased  a 10%  working  interest  and a 8% net
revenue  interest in an oil lease known as Boonesvile #1 Wise County,  Texas for
$2,700. A recent accident has rendered the well inoperative and the operator has
made a claim for damages  from the  insurance  company.  The amount of the claim
that may be paid is undeterminable at the report date. All prior costs have been
expensed.

Acquisition of Property - Cessford - Alberta, Canada

On July 17,  1997 the Company  purchased  a 20%  interest in an oil lease in the
Cessford Area,  Alberta,  Canada by payment of $ 36,627 and 1,230,000  shares of
the Company.  The Company has  participated in the initial test well costs which
were expensed.  On June 3, 1998 the parties  mutually  agreed to reduced the 20%
interest to 5% resulting in a credit of $96,995cn, to the Company, to be used in
the future drilling programs .

Acquisition of web sites

During  the  current  quarter  the  Company  acquired  web sites that are in the
developmental stage.

Acquisition of Natural Gas Distribution Lines

During the current  quarter  the  Company  acquired an interest in a natural gas
distribution line that is in the process of being installed.

Liquidity and Capital Resources

The  Registrant  has plans to further  develop its properties and to seek others
which will provide a profit to the Company.

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.

                                      -14-


<PAGE>



                           PART II - OTHER INFORMATION
--------------------------------------------------------------------------------
                            ITEM 1. LEGAL PROCEEDINGS
--------------------------------------------------------------------------------
   None.

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

During January through March 2000, the Registrant issued 18,625,000 regulation S
common  shares for  services and  expenses  and  12,000,000  regulation S common
shares for $1,361,421 cash.

--------------------------------------------------------------------------------
                     ITEM 3. DEFAULTS UPON SENIOR SECURITIES
--------------------------------------------------------------------------------
   None.


--------------------------------------------------------------------------------
           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

During  January  2000 the Company  submitted  to the  shareholders  and received
permission to increase the authorized common capital stock to 400,000,000 shares
at the same par value.

--------------------------------------------------------------------------------
                            ITEM 5. OTHER INFORMATION
--------------------------------------------------------------------------------
   None.


--------------------------------------------------------------------------------
                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------
   None.
                                   SIGNATURES

--------------------------------------------------------------------------------
   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized

                                   AMBRA RESOURCES GROUP, INC.
                                           (Registrant)

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

                                      -15-