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

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


For the quarterly period ended December 31, 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 December 31, 2000
----------------------                        ----------------------------------
 Common  Stock, $0.001                                     145,508,322







                                       -1-

<PAGE>
<TABLE>
<CAPTION>



                                                 INDEX


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

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

                      Balance Sheets...................................................................4
                        December 31, 2000 and June 30, 2000

                      Statements of Operations
                        Three and six months ended December 31, 2000  and 1999.........................5
                                   and the period from January 27, 1984 to December 31, 2000

                    Statements of Cash Flows
                         Six months ended December 31, 2000 and 1999...................................6
                                    and the period from January 27, 1984 to December 31, 2000

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

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

PART II.              Other Information...............................................................13

                      Signatures......................................................................14


                                       -2-
</TABLE>

<PAGE>




PART I - FINANCIAL INFORMATION

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


                          ITEM 1. FINANCIAL STATEMENTS

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



The  accompanying  balance sheets of Ambra Resources  Group,  Inc. ( development
stage  company) at December 31, 2000 and June 30, 2000,  and the  statements  of
operations  and cash flows for the three and six months ended  December 31, 2000
and 1999 and the period from January 27, 1984 to December  31,  2000,  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 December 31, 2000, are not  necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
2001.



                                       -3-

<PAGE>

<TABLE>
<CAPTION>


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


                                     ASSETS
                                                                   Dec 2000      June 2000
                                                                   --------      ---------

CURRENT ASSETS

<S>                                                              <C>            <C>
   Cash                                                          $   551,069    $ 1,086,224
                                                                 -----------    -----------
       Total Current Assets                                          551,069      1,086,224
                                                                 -----------    -----------

PROPERTY AND EQUIPMENT - net of accumulated
     depreciation - (Note 2)                                         224,850        144,330
                                                                 -----------    -----------

OTHER ASSETS
    Advance deposits                                                  34,014           --
    Account receivable - related party                                 5,704         15,116
    Mining claims - (Note 3)                                            --             --
   Oil leases -  (Note 4)                                            570,533        419,519
     Equitable securities                                            235,000        235,000
       Gas lines - Note 4                                               --          290,000
                                                                 -----------    -----------
       Total Other Assets                                            845,251        959,635
                                                                 -----------    -----------
                                                                 $ 1,621,170    $ 2,190,189
                                                                 ===========    ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                                              $    19,193    $    86,763
                                                                 -----------    -----------
       Total Current Liabilities                                      19,193         86,763
                                                                 -----------    -----------

STOCKHOLDERS' EQUITY

   Common stock
     400,000,000 shares authorized, at $.001 par value;
     145,508,322 shares issued and outstanding at December 31;
     137,448,322 at June 30                                          145,508        137,448

   Capital in excess of par value                                  6,603,051      6,283,112

   Deficit accumulated during the development stage               (5,146,582)    (4,317,134)
                                                                 -----------    -----------
       Total Stockholders' Equity                                  1,601,977      2,103,426
                                                                 -----------    -----------
                                                                 $ 1,621,170    $ 2,190,189
                                                                 ===========    ===========

</TABLE>

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


                                       -4-

<PAGE>
<TABLE>
<CAPTION>



                                          AMBRA RESOURCES GROUP, INC.
                                         ( Development Stage Company)
                                           STATEMENTS OF OPERATIONS
                            Forthe Three and Six Months Ended December 31, 2000 and
                                 1999 and the Period January 27, 1984 (date of
                                        inception) to December 31, 2000
--------------------------------------------------------------------------------------------------------------


                                    Three Months                                                Six Months
                                 Dec            Dec                Dec             Dec        Jan 27, 1984 to
                                2000            1999               2000            1999         Dec 31, 2000
                              ---------     ------------       -----------      ----------    ----------------
REVENUES

<S>                         <C>              <C>              <C>              <C>              <C>
   Sale of natural gas      $      75,000    $        --      $      75,000    $        --      $      75,000
   Rents and interest               5,085            1,367           17,911            3,359          273,038
   Sale of gas line - net          14,460             --            208,320             --            208,320
                            -------------    -------------    -------------    -------------    -------------
                                   94,545            1,367          301,231            3,359          556,358
                            -------------    -------------    -------------    -------------    -------------


EXPENSES

  Production costs                 75,000             --             75,000             --             75,000
  Exploration                     554,519             --            580,528             --            625,058
  Administrative                  226,729          129,338          466,812          235,351        4,854,337
  Depreciation                      6,153              850            8,339             --             25,361
                            -------------    -------------    -------------    -------------    -------------
                                  862,401          130,188        1,130,679          235,351        5,579,756
                            -------------    -------------    -------------    -------------    -------------

NET LOSS                    $    (767,856)   $    (128,821)   $    (829,448)   $    (231,992)   $  (5,023,398)
                            =============    =============    =============    =============    =============

LOSS PER COMMON SHARE

       Basic                $        --      $        --      $        --      $        --
                            -------------    -------------    -------------    -------------



AVERAGE OUTSTANDING
     SHARES

          Basic               145,508,322       81,518,000      145,508,322       81,518,000
                            -------------    -------------    -------------    -------------



</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 Six Months Ended December 31, 2000 and 1999 and the
                   Period January 27, 1984 (Date of Inception) to December 31, 2000
-----------------------------------------------------------------------------------------------------

                                                                                    January 27, 1984
                                                            Dec            Dec    (Date of Inception)
                                                           2000            1999     to Dec 31, 2000
                                                           ----            ----     ---------------
<S>                                                     <C>            <C>            <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES

   Net loss                                             $  (829,448)   $  (231,992)   $(5,023,398)
   Adjustments to reconcile net loss
       to net cash provided by operating
       activities

           Depletion and depreciation                         8,339          1,700         49,833
           Common capital stock issued
              for services & expenses                       328,000         83,000      3,895,764
           Loss of mineral leases and real estate              --             --           89,018
           (Increase) decrease in accounts receivable         9,412           --          (61,682)
           Increase (decrease) in accounts payable          (67,570)         4,188       (108,528)
                                                        -----------    -----------    -----------
               Net Cash Used By Operations                 (551,267)      (143,104)    (1,158,993)
                                                        -----------    -----------    -----------

CASH FLOWS FROM INVESTING
   ACTIVITIES

   Changes security deposits                                (34,014)          --          (34,014)
   Purchases of equitable securities                       (185,000)
   Purchase of property & equipment                         (79,340)        (1,569)      (245,403)
   Purchase of  oil & gas leases and mining claims         (151,014)          --         (352,941)
   Sale of gas lines - cost                                 290,000           --             --
   Improvements and net sale of real estate                  (9,520)          --          (41,972)
                                                        -----------    -----------    -----------
                                                             16,112         (1,569)      (859,330)
                                                        -----------    -----------    -----------
CASH FLOWS FROM FINANCING
   ACTIVITIES

   Net proceeds from sale of capital stock                     --           30,000      2,569,392
                                                        -----------    -----------    -----------
   Net increase (decrease) in cash                         (535,155)      (114,673)       551,069

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

   Cash at end of year                                  $   551,069    $    25,809    $   551,069
                                                        ===========    ===========    ===========
</TABLE>

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

                                       -6-

<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                        $ 108,026
             Residential rentals                       142,396
             Less  accumulated depreciation            (25,572)
                                                      ---------
                                                       224,850
                                                      ---------

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.







                                       -7-

<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 December  31, 2000,  the Company had a net  operating  loss carry  forward of
$5,023,398. 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 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 2021.

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.


                                       -8-

<PAGE>


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

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


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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


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.  Through  October 31, 2000 the Company
had received its share of natural gas sales of $75,000  which was
used in production costs.                                                502,620
                                                                      ----------
                                                                       $ 570,533
                                                                      ==========
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.



                                      -10-

<PAGE>

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



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.

8.  GOING CONCERN

The Company intends to continue to acquire other  interests in various  business
opportunities which, in the opinion of management,  will provide a profit to the
Company.

Continuation  of the Company as a going concern is dependent  upon obtaining the
additional  working  capital  necesssary  to fund the  projects  management  has
undertaken  and they  have  developed  a  strategy,  which  they  believes  will
accomplish this through additional equity funding .


--------------------------------------------------------------------------------
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.


                                      -11-

<PAGE>



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.

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

                                      -12-

<PAGE>



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.  Through  October  31, 2000 the Company had
received  its  share of the  natural  gas  sales of  $75,000  which  was used in
production costs. .


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.

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  October  through  December  2000  ,  the  Registrant   issued  8,060,000
regulation S common shares for services with a value of $328,000.

                                      -13-

<PAGE>


--------------------------------------------------------------------------------
                     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.









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

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




                                                   AMBRA RESOURCES GROUP, INC.
                                                          (Registrant)


Dated: February 8, 2001                        By  /s/ John M. Hickey
                                                --------------------------------
                                                    John M. Hickey, President



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