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, 2002
                               ------------------------------

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to
                               --------------    ----------

                         Commission File number O-11695
                                               ----------

                           AMBRA RESOURCES GROUP, INC.
      --------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

           UTAH                                                 87-0403828
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

610-800 West Pender Street, Vancouver., Canada,                  V6C 2V6
-----------------------------------------------            --------------------
(Address of principal executive offices)                       (Zip Code)

                                1- 604- 669-2723
    ------------------------------------------------------------------------
               Registrant's telephone number, including area code



  (Former name, former address, and former fiscal year, if changed since last
                                    report.)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [x ] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date.



        Class                             Outstanding as of December  31, 2002
 ---------------------                    ------------------------------------
 Common  Stock, $0.001                                  160,238,322


                                      -1-
<PAGE>



                                      INDEX


                                                                           Page
                                                                          Number
PART I.

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

             Balance Sheets..................................................4
               December 31, 2002 and June 30, 2002

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

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

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

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

PART II.     Other Information..............................................12

             Signatures.....................................................13


                                       -2-

<PAGE>




PART I - FINANCIAL INFORMATION

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


This filing contains certain  forward-looking  statements  within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  For this  purpose any
statements  contained  herein that are not statements of historical  fact may be
deemed to be forward-looking  statements.  Without limiting the foregoing, words
such  as  "may,"  "will,"  "expect,"  "believe,"   anticipate,"   "estimate"  or
"continue" or comparable  terminology  are intended to identify  forward-looking
statements.  These  statements  by their nature  involve  substantial  risks and
uncertainty,  and actual results may differ materially depending on a variety of
factors,  many of which are not  within the  Company's  control.  These  factors
include  but  are  not  limited  to  economic  conditions  generally  and in the
industries  in which the  Company  and its  customers  participate;  competition
within  the  Company's   industry,   including   competition  from  much  larger
competitors;  technological  advances which could render the Company's  products
less competitive or obsolete; failure by the Company to successfully develop new
products or to anticipate current or prospective customers' product needs; price
increase or supply  limitations for components  purchased by the Company for use
in its products; and delays,  reductions,  or cancellations of orders previously
placed with the Company.


                          ITEM 1. FINANCIAL STATEMENTS

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



The  accompanying  balance sheets of Ambra Resources  Group,  Inc. ( development
stage  company) at December 31, 2002 and June 30, 2002,  and the  statements  of
operations  and cash flows for the three and six months ended  December 31, 2002
and 2001 and the period  January 27, 1984 (date of  inception)  to December  31,
2002,  have  been  prepared  by the  Company's  management  in  conformity  with
accounting principles generally accepted in the United States of America. In the
opinion  of  management,   all  adjustments  considered  necessary  for  a  fair
presentation  of the results of  operations  and  financial  position  have been
included and all such adjustments are of a normal recurring nature.

Operating  results for the quarter ended December 31, 2002, are not  necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
2003.



                                       -3-

<PAGE>
<TABLE>
<CAPTION>

                             AMBRA RESOURCES GROUP, INC.
                            ( Development Stage Company)
                                   BALANCE SHEETS
                         December 31, 2002 and June 30, 2002
------------------------------------------------------------------------------------


                                     ASSETS
                                                           Dec  2002      June  2002
                                                          -----------    -----------
<S>                                                       <C>            <C>
CURRENT ASSETS
   Cash                                                   $   146,797    $   251,998
    Accounts receivable - income tax refund                      --          168,350
    Accounts receivable                                         8,000          8,000
                                                          -----------    -----------
       Total Current Assets                                   154,797        428,348
                                                          -----------    -----------

PROPERTY AND EQUIPMENT - net of accumulated
     depreciation - Note 2                                    230,063        249,063
                                                          -----------    -----------

OTHER ASSETS
    Advance deposits                                             --           38,664
    Account receivable - affiliate                             99,099        136,061
    Joint venture interest - Note 5                           125,012        125,012
   Oil leases -  Note 4                                        67,913         67,913
    Other investments                                           9,645          9,645
                                                          -----------    -----------
       Total Other Assets                                     301,669        377,295
                                                          -----------    -----------
                                                          $   686,529    $ 1,054,706
                                                          ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable - related parties - Note 7           $    68,900    $   181,912
   Accounts payable                                           125,140         26,663
                                                          -----------    -----------
       Total Current Liabilities                              194,040        208,575
                                                          -----------    -----------

STOCKHOLDERS' EQUITY
   Common stock
     400,000,000 shares authorized, at $.001 par value;
     160,238,322 shares issued and outstanding                160,238        160,238
   Capital in excess of par value                           7,102,821      7,102,821
    Stock subscriptions receivable                            (65,265)       (75,265)
   Deficit accumulated during the development stage        (6,705,305)    (6,341,663)
                                                          -----------    -----------
       Total Stockholders' Equity                             492,489        846,131
                                                          -----------    -----------
                                                          $   686,529    $ 1,054,706
                                                          ===========    ===========


                                       -4-

       The accompanying notes are an integral part of these financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                          AMBRA RESOURCES GROUP, INC.
                                          ( Development Stage Company)
                                            STATEMENTS OF OPERATIONS
                            For the Three and Six Months Ended December 31, 2002 and
                                 2001 and the Period January 27, 1984 (date of
                                        inception) to December 31, 2002



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

   Rents and interest               $     4,553    $    13,768    $     8,813    $    21,907    $   332,846
                                    -----------    -----------    -----------    -----------    -----------

EXPENSES

  Exploration, development
    and promotion                       168,560        245,745        353,455        556,041      8,301,329
  Depreciation                            9,500          6,000         19,000         12,000         91,577
                                    -----------    -----------    -----------    -----------    -----------
                                        178,060        251,745        372,455        568,041      8,392,906
                                    -----------    -----------    -----------    -----------    -----------

NET LOSS - before other income         (173,507)      (237,977)      (363,642)      (546,134)    (8,060,060)

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


NET LOSS                            $  (173,507)   $  (237,977)   $  (363,642)   $  (546,134)   $(6,705,305)
                                    ===========    ===========    ===========    ===========    ===========




LOSS PER COMMON SHARE

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



AVERAGE OUTSTANDING
     SHARES - (stated in 1,000's)

          Basic                         160,238        160,238        160,238        160,238
                                    -----------    -----------    -----------    -----------


                                                      -5-


                   The accompanying notes are an integral part of these financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                        AMBRA RESOURCES GROUP, INC.
                                       ( Development Stage Company)
                                         STATEMENTS OF CASH FLOWS
                              For the Six Months Ended December 31, 2002 and
                               2001 and the Period January 27, 1984 (Date of
                                      Inception) to December 31, 2002
-----------------------------------------------------------------------------------------------------------

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

   Net profit (loss)                                    $    (363,642)   $    (546,134)   $  (6,705,305)
    Adjustments to reconcile net loss
       to net cash provided by operating
       activities
          Depreciation                                         19,000           12,000           91,577
           Common capital stock issued
              for services & expenses                            --             63,000        4,260,263
           Gain from sale of assets                              --               --         (1,354,755)
          (Increase) decrease in advance deposits              38,664             --               --
           (Increase) decrease in accounts receivable         205,312           (8,782)        (107,099)
           Increase (decrease) in liabilities                 (14,535)         (20,458)         194,040
                                                        -------------    -------------    -------------
             Net Cash Used By Operations                     (115,201)        (500,374)      (3,621,279)
                                                        -------------    -------------    -------------

CASH FLOWS FROM INVESTING
   ACTIVITIES
    Advance deposits                                             --           (250,000)            --
    Purchase of other assets                                     --               --             (9,645)
   Purchase of property & equipment                              --             (5,241)        (321,640)
   Purchase of  oil & gas leases                                 --           (175,289)        (192,925)
    Net sales of assets                                          --               --          1,638,159
                                                        -------------    -------------    -------------
                                                                 --           (430,530)       1,113,949
                                                        -------------    -------------    -------------
CASH FLOWS FROM FINANCING
   ACTIVITIES
    Stock subscriptions received                               10,000             --             45,000

   Net proceeds from sale of capital stock                       --               --          2,609,127
                                                        -------------    -------------    -------------
   Net increase (decrease) in cash                           (105,201)        (930,904)         146,797

   Cash at beginning of year                                  251,998        1,517,209             --
                                                        -------------    -------------    -------------

   Cash at end of year                                  $     146,797    $     586,305    $     146,797
                                                        =============    =============    =============

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

                                                    -6-
</TABLE>


<PAGE>


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


1.  ORGANIZATION

The Company was incorporated under the laws of the State of Utah on January 27,
1984 with authorized capital stock of 50,000,000 shares at a par value of $0.001
and on May 17, 1999 the authorized was increased to 100,000,000 shares and on
March 3, 2000 the authorized was increased to 400,000,000 shares with the same
par value.

The company has been in the development stage since inception and has been
engaged in the business of the acquisition of mining and oil property interests
and other business activities.

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 at December 31, 2002 consists of the
following:

             Office equipment                                      157,128
             Residential rentals                                   164,512
             Less  accumulated depreciation                        (91,577)
                                                                  ---------
                                                                   233,063
Office equipment is depreciated on the straight line method over five and 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 outstanding shares.

                                       -7-

<PAGE>

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


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Capitalization of  Mining Claim Costs
-------------------------------------

Costs of acquisition, exploration, carrying, and retaining unproven properties
are expensed as incurred. Costs incurred in proving and developing a property
ready for production are capitalized and amortized over the life of the mineral
deposit or over a shorter period if the property is shown to have an impairment
in value. Expenditures for mine equipment are capitalized and depreciated over
their useful lives.

Capitalization of  Oil  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 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, 2002, the Company had a net operating loss carry forward of
$6,705,305. The tax benefit of approximately $2,011,592 from the loss carry
forward has been fully offset by a valuation reserve because the use of the
future tax benefit is doubtful because 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 2001
through 2023.

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.

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

The carrying amounts of financial instruments, including cash, accounts
receivable, investments in oil and gas interests, 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)

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.

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.

4.  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.

5.  JOINT  VENTURE  INTEREST

During July 2001 the Company purchased a one half participation interest in a
joint venture covering the "Hughes Prospect Lease Bank Agreement" for $175,290
which consists of 4,219 acres of oil and gas leases located in Robertson County,
Texas in which the joint venture participants are marketing the leases. The
Company has received $50,278 as its share of the on-going sale of the leases,
however, a gain or loss cannot be determined until all of the leases are sold.


                                       -9-

<PAGE>


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


6.  MINING CLAIMS

On June 20, 1994 the Company purchased six unproven mineral claims, from a
related party, and are identified as Marathon, Marathon 1 and Marathon 2,
Krystal Ann 1, Krystal Ann 2 and Krystal Ann 3. The Marathon claims contain 32
units and expire in February 2006 and the Krystal claims contain 28 units and
expire in May 2006. The Claims 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 and are current though 2005.

The claims have not been proven to have a commercially minable ore reserve and
therefore all costs for acquisition and retaining the properties have been
expensed.

7. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors and their controlled entities have acquired .038% of the
common shares of the Company and on December 31, 2002 have made demand, no
interest loans to the Company of $68,900.

An officer-director receives compensation for services of $8,000 per month and
$9,000 per month is paid to a manager. (an officer in an affiliate) The Company
has made no interest, demand loans at December 31, 2002 to affiliates of
$99,099. The affiliations resulted by common officers between the company and
its affiliates.

8.  CONTINUING  LIABILITIES

The Company is obligated under a three year lease for office space, starting in
March 2001 through February 2004 at $2,555Cn per month.
















                                      -10-

<PAGE>





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


General

The Company is in the development stage and engaged in the acquisition of
interests in gas and oil properties in Texas, and Louisiana, and other business
interests, however the Company has not been engaged in the production of any gas
and oil.

Liquidity and Capital Resources

During the quarter ended December 31, 2002, the Company funded its operations
primarily with cash on hand from funds raised during 2000 and 2001 in Regulation
S offerings and the sale of mineral properties. On December 31, 2002 the Company
had cash on hand of $ 146,797.

The Company has a limited operating history and can only estimate the future
needs for capital based on the current status of the Company's operations, its
current plans and current economic condition. The Company expects that its
existing cash reserves, cash flows from operations and financing, will be
sufficient to cover the Company's cash requirements for the next twelve months.

The Company has plans to further develop its properties which will require most
of its current working capital.

The Company's material commitments for capital expenditures are limited to the
Company's obligation under the Operating Agreement with Kebo Oil and Gas, Inc.,
to pay one percent of the costs associated with the ten well drilling program.

Results of Operations

    Comparison of the quarter ended December 31, 2002 and the quarter ended
                               December 31, 2001

The Company sustained a net operating loss of $173,507 in the quarter ended
December 31, 2002, compared to a loss of $237,977 for the quarter ended December
31, 2001. There was a $64,470 decrease in the loss which was largely effected by
a decrease in expenses for consultants, and exploration with increases in office
expenses and professional fees.





                                      -11-

<PAGE>



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

                                    December 31, 2002      December 31, 2001
                                    -----------------      -----------------
Exploration                              $ 17,363              $ 41,051
Office supplies and expenses               63,487                36,700
Consultants                                 2,375               107,856
Travel and entertainment                   58,775                60,138
Professional                               33,765


                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------
                            ITEM 1. LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

   None.


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

   None

--------------------------------------------------------------------------------
                     ITEM 3. DEFAULTS UPON SENIOR SECURITIES
--------------------------------------------------------------------------------

   None.


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

   None

--------------------------------------------------------------------------------
                            ITEM 5. OTHER INFORMATION
--------------------------------------------------------------------------------

   None.


--------------------------------------------------------------------------------
                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------

   None.





                                      -12-

<PAGE>




                                                             SIGNATURES

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


                                                   AMBRA RESOURCES GROUP, INC.
                                                          (Registrant)


Dated: February 7, 2003                       By   /s/ John M. Hickey
                                                --------------------------------
                                                  John M. Hickey, President










                                      -13-

<PAGE>



      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


1 John M. Hickey, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Ambra Resources
Group, Inc:

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report:

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared.

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;


                                      -14-
<PAGE>

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directions (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6) the registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.







Date: February 7, 2003                 By: /s/ John M. Hickey
                                         ---------------------------------------
                                         John M. Hickey, Chief Executive Officer


Date: February 7, 2003                 By: /s/ John R. Rask
                                         ---------------------------------------
                                         John R. Rask, Chief  Financial Officer


                                      -15-