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, 1999
                               ------------------------
(  )     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, 1999
         --------------------------------    -----------------------------------
               Common  Stock, $0.001                     84,018,072






                                       -1-


<PAGE>




<TABLE>
<CAPTION>

                                      INDEX

                                                                                                           Page
                                                                                                          Number
                                                                                                          ------

PART I.

<S>                                                                                                          <C>
          ITEM 1.           Financial Statements (unaudited).................................................3

                            Balance Sheets...................................................................4
                              December 31, 1999 and June 30, 1999

                            Statements of Operations

                              Three and six months ended December 31, 1999  and 1998.........................5
                                         and the period from January 27, 1984 to December 31, 1999

                            Statements of Cash Flows

                               Six months ended December 31, 1999 and 1998...................................6
                                          and the period from January 27, 1984 to December 31, 1999

                            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

</TABLE>

                                       -2-


<PAGE>




PART I - FINANCIAL INFORMATION

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


                          ITEM 1. FINANCIAL STATEMENTS

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



The accompanying  balance sheets of Ambra Resources  Group,  Inc. (a development
stage  company) at December 31, 1999 and June 30, 1999,  and the  statements  of
operations  and cash flows for the three and six months ended  December 31, 1999
and 1998 and the period from January 27, 1984 to December  31,  1999,  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, 1999, are not  necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
2000.

                                       -3-


<PAGE>


<TABLE>

                           AMBRA RESOURCES GROUP, INC.

                           (Development Stage Company)

                                 BALANCE SHEETS

                       December 31, 1999 and June 30, 1999
<CAPTION>



                                     ASSETS

                                                                  Dec 1999      June 1999
                                                                -----------    -----------
CURRENT ASSETS
<S>                                                             <C>            <C>

   Cash                                                              25,809    $   140,482
                                                                -----------    -----------
       Total Current Assets                                          25,809        140,482
                                                                -----------    -----------

PROPERTY AND EQUIPMENT - net of accumulated
     depreciation - (Note 2)                                        110,689        110,820
                                                                -----------    -----------

OTHER ASSETS

    Mining claims - (Note 3)                                           --             --
   Oil leases -  (Note 4)                                           315,540        315,540
     Equitable securities                                            50,000         50,000
   Deposits                                                           3,333          3,333
                                                                -----------    -----------
       Total Other Assets                                           368,873        368,873
                                                                -----------    -----------
                                                                    505,371    $   620,175
                                                                ===========    ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable - related parties                               107,449    $   271,663
   Accounts payable - other                                          64,495        167,361
                                                                -----------    -----------
       Total Current Liabilities                                    171,944        439,024
                                                                -----------    -----------

STOCKHOLDERS' EQUITY

   Common stock

     50,000,000 shares authorized, at $.001 par value;
     84,018,072 shares issued and outstanding at December 31;
     71,092,712 at June 30                                           84,018         71,093

   Capital in excess of par value                                 3,769,296      3,397,953

   Deficit accumulated during the development stage              (3,519,887)    (3,287,895)
                                                                -----------    -----------
       Total Stockholders' Equity                                   333,427        181,151
                                                                -----------    -----------
                                                                    505,371    $   620,175
                                                                ===========    ===========
</TABLE>

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

                                       -4-


<PAGE>


<TABLE>

                           AMBRA RESOURCES GROUP, INC.

                          ( Development Stage Company)

                            STATEMENTS OF OPERATIONS

            For the Three and Six Months Ended December 31, 1999 and
               1998 and the Period From January 27, 1984 (date of
                         inception) to December 31, 1999
<CAPTION>

                                       Three Months               Six Months
                             Dec             Dec              Dec             Dec      Jan 27, 1984 to
                             1999            1998            1999            1998       Dec 31, 1999
                        ------------    ------------    ------------    ------------    ------------

<S>                     <C>             <C>             <C>             <C>             <C>
REVENUES                $      1,992    $      1,350    $      3,359    $      2,700    $    242,037
EXPENSES                     105,163          37,754         235,351         171,762       3,761,924
                        ------------    ------------    ------------    ------------    ------------

NET LOSS                $   (103,171)   $    (36,404)   $   (231,992)   $   (169,062)   $ (3,519,887)
                        ============    ============    ============    ============    ============

LOSS PER COMMON SHARE

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



AVERAGE OUTSTANDING
     SHARES

          Basic           81,518,000      33,787,712      81,518,000      33,787,712
                        ------------    ------------    ------------    ------------
</TABLE>

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

                                       -5-


<PAGE>


<TABLE>

                           AMBRA RESOURCES GROUP, INC.

                          (Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                   For the Six Months Ended December 31, 1999
                    and 1998 and the Period January 27, 1984
                    (Date of Inception) to December 31, 1999
<CAPTION>


                                                                                  January 27, 1984
                                                        Dec              Dec    (Date of Inception)
                                                       1999              1998     to Dec 31, 1999
                                                     -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES
   Net loss                                           $  (231,992)   $  (169,062)   $(3,519,887)
   Adjustments to reconcile net loss
       to net cash provided by operating
       activities:
         Depletion, depreciation

          and amortization                                  1,700          1,550         35,300
         Common capital stock issued
          for services & expenses                          83,000         66,100      2,433,671
          Loss of oil leases                                 --             --          140,510
         (Increase) decrease in accounts receivable          --           20,071        (20,071)

         Increase (decrease) in liabilities                 4,188        (24,017)       291,641
                                                      -----------    -----------    -----------
          Net Cash Used By Operations                    (143,104)      (105,358)      (638,836)
                                                      -----------    -----------    -----------

CASH FLOWS FROM INVESTING

   ACTIVITIES

    Security deposit                                         --           (3,333)          --
   Purchase of property & equipment                        (1,569)        (1,601)      (125,378)
   Purchase of  oil & gas leases and
       mining claims                                         --             --          (97,948)
                                                      -----------    -----------    -----------

CASH FLOWS FROM FINANCING

   ACTIVITIES

   Net proceeds from sale of capital stock                 30,000         49,423        887,971
                                                      -----------    -----------    -----------
   Net increase (decrease) in cash                       (114,673)       (60,869)        25,809

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

   Cash at end of year                                $    25,809    $      (835)   $    25,809
                                                      ===========    ===========    ===========
</TABLE>

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


                                       -6-


<PAGE>


<TABLE>

                           AMBRA RESOURCES GROUP, INC.

                          (Development Stage Company)

                            STATEMENTS OF CASH FLOWS
              (Continued) For the Period January 27, 1984 (Date of
                         Inception) to December 31, 1999
<CAPTION>


<S>                                                                                     <C>
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

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 - 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
                                                                                         --------
</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.

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.

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 December 31,
1999.

             Office equipment                                       13,001
             Residential rentals                                   107,877
             Less  accumulated depreciation                        (10,189)
                                                               -----------
                                                                   110,689

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.

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

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number of shares actually  outstanding after the stock splits in accordance with
FASB No 128.

                                       -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 December  31, 1999,  the Company had a net  operating  loss carry  forward of
$3,519,887. 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 2019.

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

The carrying amounts of financial  instruments,  including cash,  investments in
mining  claims  and  oil  leases,  and  accounts  payables,  are  considered  by
management to be their estimated fair values.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

                                       -9-


<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.

A final  payment of  $10,000cn  is due on the  claims six months  after July 14,
1999.

4.  OIL LEASES
<TABLE>
<CAPTION>
<S>                                                                                     <C>
 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  controlled  by Exxon Oil  Corporation,
however there is no immediate plans to develop the area.

                                                                                         $ 67,913

 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

</TABLE>

                                      -10-


<PAGE>



                           AMBRA RESOURCES GROUP, INC.

                          ( Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>


<S>                                                                                     <C>
CESSFORD - ALBERTA, CANADA                                                                   Cost
--------------------------                                                                   ----

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>

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.

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.

7.  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 .

                                      -11-


<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 - 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,

                                      -12-


<PAGE>



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.

A final  payment of  $10,000cn  is due on the  claims six months  after July 14,
1999.

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.

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 .


                                      -13-


<PAGE>


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 however there is insufficient working
capital to be successful in this effort.

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  1999,  the  Registrant  issued  6,000,000
regulation  S common  shares for  services  and  payment  of debt and  1,500,000
regulation S common shares for $30,000 cash.

                     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.








                                      -14-


<PAGE>



                                   SIGNATURES

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

                                        AMBRA RESOURCES GROUP, INC.
                                        (Registrant)

Dated: February 15, 2000
       ----------------                 By:  /s/John M. Hickey
                                             ---------------
                                             John M. Hickey


                                      -15-