U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[ X ] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the year ended December 30, 1999

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

                         Commission File Number 0-21279

                              ALPHA RESOURCES, INC.
                              --------------------
        (Exact name of small business issuer as specified in its charter)

Delaware                            6770                        59-3422883
--------                            ----                        ----------

        901 Chestnut Street, Suite A, Clearwater, FL 33756, (727)447-3620
        -----------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
             of small business issuer's principal executive offices)


Securities registered pursuant to Section 12(b) of the Act: NONE

Check  Whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

 [ X ] Yes [ ] No

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  of  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [ X ]

State  issuer's   revenues  for  its  most  recent   reporting   period  (Fiscal
year)........$-0-.

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant  at December  31, 1999 was $-0-.  There is presently no bid price for
the Company's common stock.

DOCUMENTS INCORPORATED BY REFERENCE


<PAGE>



                              ALPHA RESOURCES, INC.
                               FORM 10-KSB - Index
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

PART I                                                                     Page
                                                                           ----

Item 1.   Business                                                          1.

Item 2.     Properties                                                      8.

Item 3.     Legal Proceedings                                               8.

Item 4.     Submission of Matters to a Vote of Security Holders             9.

PART II

Item 5.     Market of the Registrant's Securities and Related Stockholder
            Matters                                                         9.

Item 6.     Selected Financial Data                                         11.

Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                       11.

Item 8.     Consolidated Financial Statements and Supplementary Data        15.

Item 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosures                                       16.
PART III

Item 10.     Directors and Executive Officers of the Registrant             16.

Item 11.     Executive Compensation                                         16.

Item 12.     Security Ownership of Certain Beneficial Owners
             and Management                                                 16.

Item 13.     Certain Relationships and Related Transactions                 16.

PART IV

Item 14.     Exhibits, Consolidated Financial Statements, Schedules
             and Reports on Form 8-K                                        17.

Signatures



<PAGE>


This Form 10-KSB  contains  forward  looking  statements,  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934,  regarding future events and the future performance of the
Company  involve risks and  uncertainties  which may cause our actual results in
future periods to be materially different from any future performance  suggested
herein. We believe that its business strategy that includes focus on collectible
toy products and our internet  initiative are unique.  There can be no assurance
that our strategy will be successful.  There can be no assurance that sufficient
capital can be obtained to market our  products  and  internet  services and our
performance  and actual results could differ  materially from those projected in
the forward looking statements contained herein.



ITEM 1.  BUSINESS.

GENERAL

OVERVIEW

Alpha  Resources,  Inc. was incorporated in the State of Delaware on January 13,
1997.  We do not have active  business  operations  and  intended to be a "Blank
Check" company.

The  Company  has  previously  registered  its  common  stock  on a  Form  10-SB
registration  statement  filed pursuant to the  Securities  Exchange Act of 1934
(the  "Exchange  Act")  and Rule  12(g)  thereof.  The  Company  files  with the
Securities  and Exchange  Commission  periodic and episodic  reports  under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and annual
reports Form 10-KSB.  As a reporting company under the Exchange Act, the Company
may register  additional  securities  on Form S-8  (provided  that it is then in
compliance with the reporting  requirements of the Exchange Act) and on Form S-3
(provided  that is has during the prior 12 month period timely filed all reports
required under the Exchange Act), and its class of common stock registered under
the Exchange Act may be traded in the United States securities  markets provided
that  the  Company  is  then in  compliance  with  applicable  laws,  rules  and
regulations,  including  compliance  with its reporting  requirements  under the
Exchange Act.

The Company will attempt to locate and negotiate with a business  entity for the
merger of that target business into the Company. In certain instances,  a target
business  may  wish  to  become  a  subsidiary  of the  Company  or may  wish to
contribute  assets to the Company rather than merge.  No assurances can be given
that the Company will be successful in locating or  negotiating  with any target
business.

Management  believes  that there are  perceived  benefits  to being a  reporting
company with a class of publicly-traded  securities.  These are commonly thought
to include (1) the ability to use registered  securities to make  acquisition of
assets or businesses;  (2) increased visibility in the financial community;  (3)
the facilitation of borrowing from financial institutions;  (4) improved trading
efficiency;  (5) shareholder liquidity; (6) greater ease in subsequently raising
capital;  (7) compensation of key employees  through options stock; (8) enhanced
corporate image; and (9) a presence in the United States capital market.

A business  entity,  if any,  which may be interested in a business  combination
with the  Company  may  include  (1) a company  for which a primary  purpose  of
becoming  public is the use of its securities  for the  acquisition of assets or
businesses;  (2) a  company  which  is  unable  to  find an  underwriter  of its
securities or is unable to find an underwriter of securities on terms acceptable
to it; (3) a company  which  wishes to become  public with less  dilution of its
common stock than would occur normally upon an underwriting; (4) a company which
believes  that it will be able to obtain  investment  capital on more  favorable
terms  after it has  become  public;  (5) a  foreign  company  which may wish an
initial entry into the United States securities  market; (6) a special situation
company,  such as a  company  seeking  a public  market  to  satisfy  redemption

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requirements  under a qualified  Employee  Stock Option  Plan;  or (7) a company
seeking  one or more of the  other  perceived  benefits  of  becoming  a  public
company.

Management will actively  engaged in seeking a qualified  company as a candidate
for a  business  combination.  The  Company  may then  enter  into a  definitive
agreement  with a wide  variety of  businesses  without  limitation  as to their
industry or  revenues.  It is not  possible  at this time to predict  with which
company, if any, the Company will enter into a definitive agreement or what will
be  the  industry,  operating  history,  revenues,  future  prospects  or  other
characteristics of that company.

The Company may seek a business  opportunity  with entities  which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new product or service, or for other corporate  purposes.  The Company
may  acquire  assets  and  establish  wholly-  owned   subsidiaries  in  various
businesses or acquire existing businesses as subsidiaries.

Management of the Company,  which in all  likelihood  will not be experienced in
matters  relating to the business of a target  business,  will rely upon its own
efforts  in  accomplishing  the  business  purposes  of  the  Company.   Outside
consultants  or advisors  may be utilized by the Company to assist in the search
for  qualified  target  companies.  If the  Company  does retain such an outside
consultant  or  advisor,  any cash fee  earned  by such  person  will need to be
assumed by the target  business,  as the Company  has  limited  cash assets with
which to pay such obligation.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision of an officer or director of the Company,  who is not a professional
business analyst. In analyzing  prospective business  opportunities,  management
may consider such matters as the available  technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated to impact the proposed  activities of the Company;  the
potential  for growth or  expansion;  the  potential  for profit;  the perceived
public  recognition  or  acceptance  of  products,  services,  or  trades;  name
identification; and other relevant factors.

Management  does not have the capacity to conduct as extensive an  investigation
of a target business as might be undertaken by a venture capital fund or similar
institution.  As a result,  management may elect to merge with a target business
which has one or more undiscovered  shortcomings and may, if given the choice to
select among target  businesses,  fail to enter into an agreement  with the most
investment-worthy target business.

 Following a business  combination  the Company may benefit from the services of
others in regard to  accounting,  legal  services,  underwritings  and corporate
public  relations.  If requested by a target business,  management may recommend
one or more  underwriters,  financial  advisors,  accountants,  public relations
firms or other consultants to provide such services.

 A potential  target business may have an agreement with a consultant or advisor
providing  that  services of the  consultant  or advisor be continued  after any
business  combination.  Additionally,  a target business may be presented to the
Company only on the  condition  that the services of a consultant  or advisor be
continued after a merger or acquisition.  Such preexisting  agreements of target
businesses  for the  continuation  of the  services of  attorneys,  accountants,
advisors or consultants could be a factor in the selection of a target business.

                                       2
<PAGE>


In implementing a structure for a particular business acquisition,  the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement  with another  corporation  or entity.  It may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is likely that the present management and stockholders of the Company will no
longer  be in  control  of the  Company.  In  addition,  it is  likely  that the
Company's  officer and director  will,  as part of the terms of the  acquisition
transaction, resign and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some  circumstances,  however, as a negotiated element
of its  transaction,  the Company  may agree to  register  all or a part of such
securities  immediately  after the  transaction  is  consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
entered  into an  agreement  for a business  combination  or has  consummated  a
business  combination  and the  Company is no longer  considered  a blank  check
company. The issuance of additional securities and their potential sale into any
trading  market which may develop in the  Company's  securities  may depress the
market  value  of the  Company's  securities  in the  future  if  such a  market
develops, of which there is no assurance.

While the terms of a business  transaction  to which the Company may be a party
cannot be predicted, it is expected that the parties to the business transaction
will desire to avoid the creation of a taxable  event and thereby  structure the
acquisition  in a  tax-free  reorganization  under  Sections  351  or 368 of the
Internal Revenue Code of 1986, as amended.

With respect to any merger or acquisition  negotiations  with a target business,
management  expects  to focus on the  percentage  of the  Company  which  target
business  stockholders would acquire in exchange for their  shareholdings in the
target  business.  Depending  upon,  among other things,  the target  business's
assets and liabilities, the Company's stockholders will in all likelihood hold a
substantially  lesser percentage ownership interest in the Company following any
merger or acquisition.  Any merger or acquisition effected by the Company can be
expected to have a significant  dilutive effect on the percentage of shares held
by the Company's stockholders at such time.

No  assurances  can be given  that  the  Company  will be able to  enter  into a
business combination,  as to the terms of a business  combination,  or as to the
nature of the target business.

The Company anticipates that the selection of a business opportunity in which to
participate  will be  complex  and  without  certainty  of  success.  Management
believes (but has not conducted any research to confirm) that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar  benefits to key employees,  increasing the opportunity
to use securities for acquisitions, and providing liquidity for stockholders and
other  factors.  Business  opportunities  may be  available  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

COMPUTER  SYSTEMS  REDESIGNED  FOR YEAR 2000.

Many existing  computer programs use only two digits to identify a year in such
program's  date field.  These  programs  were  designed  and  developed  without
consideration  of the impact of the change in the  century for which four digits
will be required to accurately report the date. If not corrected,  many computer
applications  could fail or create  erroneous  results by or following  the year
2000 ("Year 2000 Problem").  Many of the computer programs  containing such date

                                       3
<PAGE>


language  problems  have not been  corrected  by the  companies  or  governments
operating such programs. It is impossible to predict what computer programs will
be  effected,  the  impact  any  such  computer  disruption  will  have on other
industries or commerce or the severity or duration of a computer disruption.

The Company does not have  operations  and does not maintain  computer  systems.
Before the Company  enters into any business  combination,  it may inquire as to
the status of any target  business's  Year 2000  Problem if any,  the steps such
target  business has taken or intends to take to correct any such  problem,  and
the probable impact on such target business of any computer disruption. However,
there can be no assurance that the Company will not merge with a target business
that has an uncorrected  Year 2000 Problem or that any planned Year 2000 Problem
corrections will be sufficient.  The extent of the Year 2000 Problem of a target
business  may be  impossible  to  ascertain  and any impact on the Company  will
likely be impossible


ITEM 2.  DESCRIPTION OF PROPERTY

The Company utilizes office space at 901 Chestnut  Street,  Suite A, Clearwater,
Florida  33756,  provided by a private  company owned by Gerald L.  Couture,  an
officer,  director,  and principal  shareholder of the Company. The Company does
not pay rent for this office  space.  The Company  will  reimburse  clerical and
office expenses,  such as telephone  charges,  copy charges,  overnight  courier
service,  travel  expenses,  and similar costs  incurred by Gerald L. Couture on
Company  matters,  which is estimated  will not exceed,  on average,  $1,000 per
month. There has been no charges assessed to date on this arrangement.

ITEM 3.  LEGAL PROCEEDINGS.

There is no litigation pending or threatened by or against the Company.

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

No matters were submitted to a vote of stockholders during the fourth quarter of
fiscal 1999.

                                       4
<PAGE>


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is currently no public market for the securities of the Company.
The Company  does not intend to trade its  securities  in the  secondary  market
until  completion of a business  combination or  acquisition.  It is anticipated
that  following  such  occurrence  the Company will cause its common stock to be
listed or admitted to quotation  on the NASD OTC  Bulletin  Board or, if it then
meets the  financial  and other  requirements  thereof,  on the Nasdaq  SmallCap
Market, National Market System or regional or national exchange.

The proposed  business  activities  described  herein  classify the Company as a
"blank check"  company.  The Securities and Exchange  Commission and many states
have enacted statutes, rules, and regulations limiting the sale of securities of
blank check  companies in their  respective  jurisdictions.  Management does not
intend to  undertake  any efforts to cause a market to develop in the  Company's
securities  until such time as the  Company  has  successfully  implemented  its
business plan described herein

There are  currently six  stockholders  of the  outstanding  common stock of the
Company. The Company has not issued any preferred stock.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


         This  Statement   contains   forward-looking   statements.   The  words
"anticipated,"   "believe,"  "expect,"  "plan,"  "intend,"  "seek,"  "estimate,"
"project,"  "will,"  "could,"  "may" and  similar  expressions  are  intended to
identify  forward-looking  statements.  These statements include,  among others,
information regarding future operations,  future capital expenditures and future
net cash flow. Such statements  reflect our current views with respect to future
events and financial performance and involve risks and uncertainties, including,
without  limitation,  general  economic  and  business  conditions,  changes  in
foreign, political,  social and economic conditions,  regulatory initiatives and
compliance with governmental regulations,  the ability to achieve further market
penetration and additional  customers,  and various other matters, many of which
are beyond our control, including, without limitation, the risks described under
the  caption  "Business."  Should  one or more of these  risks or  uncertainties
occur, or should underlying  assumptions  prove to be incorrect,  actual results
may vary materially and adversely from those anticipated,  believed,  estimated,
or otherwise indicated. consequently, all of the forward-looking statements made
in this Registration  Statement are qualified by these cautionary statements and
there can be no assurance of the actual results or developments.


PLAN OF OPERATION

The  Company  was  organized  for the  purpose of  seeking,  investigating,  and
ultimately  acquiring an interest in business with long-term  growth  potential.
The Company  currently has no  commitment or  arrangement  to  participate  in a
business  and  cannot now  predict  what type of  business  it may enter into or
acquire.  It is emphasized  that the business  objectives  discussed  herein are
extremely  general and are not intended to be  restrictive  on the discretion of
the Company's management.

Management  anticipates that it may be able to participate in only one potential
business venture, due primarily to the Company's limited financing. This lack of
diversification  should be  considered  a  substantial  risk of investing in the
Company because it will not permit the Company to offset  potential  losses from
one venture against gains from another.

                                       5
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Selection of a Business

The  Company  anticipates  that  businesses  for  possible  acquisition  will be
referred by various sources, including its officers and directors,  professional
advisors,  securities  broker-dealers,   venture  capitalists,  members  of  the
financial  community,  and others who may  present  unsolicited  proposals.  The
Company will seek businesses from all known sources,  but will rely  principally
on personal contacts of its officers and directors and their affiliates, as well
as  indirect  associations  between  them and other  business  and  professional
people.  While it is not  presently  anticipated  that the  Company  will engage
unaffiliated   professional  firms  specializing  in  business  acquisitions  or
reorganizations,  such firms may be retained if management  deems it in the best
interest of the Company.

Compensation  to a finder or business  acquisition  firm may take various forms,
including one-time cash payments,  payments based on a percentage of revenues or
product sales volume, payments involving issuance of securities (including those
of the Company), or any combination of these or other compensation arrangements.

The board of directors  has adopted a policy,  which may be rescinded or amended
only by majority vote of the Company's  stockholders  who do not hold any common
stock presently  outstanding  (whether now held or hereafter  acquired) and will
expire  by its  terms  on the  date an  acquisition  of a  business  venture  is
consummated,  prohibiting  the payment,  either  directly or indirectly,  of any
finder's fee or similar  compensation to any person who has served as an officer
or director of the Company prior to the acquisition, or who is a promoter. While
the board of directors may seek a change in this policy prior to an acquisition,
no change may be made except by the vote specified.

The Company will not restrict its search to any particular  business,  industry,
or  geographical  location,  and  management  reserves the right to evaluate and
enter into any type of business in any location.  The Company may participate in
a newly organized business venture or a more established  company entering a new
phase of growth or in need of additional  capital to overcome existing financial
problems. Participation in a new business venture entails greater risks since in
many  instances  management  of such a venture will not have proved its ability,
the eventual  market of such  venture's  product or services  will likely not be
established, and the profitability of the venture will be unproven and cannot be
predicted  accurately.  If the Company  participates in a more  established firm
with  existing  financial  problems,  it may be  subjected  to risk  because the
financial  resources  of the Company may not be adequate to eliminate or reverse
the circumstances leading to such financial problems.

In seeking a business venture, the decision of management will not be controlled
by an attempt to take  advantage of any  anticipated  or  perceived  appeal of a
specific industry,  management group, product, or industry, but will be based on
the business  objective of seeking  long-term  capital  appreciation in the real
value of the  Company.  The Company will not acquire or merge with a business or
corporation in which the Company's officers,  directors,  or promoters, or their
affiliates or associates,  have any direct or indirect ownership  interest.  The
board of directors has adopted a policy,  which may be rescinded or amended only
by majority vote of the Company's  stockholders who do not hold any common stock
presently  outstanding  (whether now held or hereafter acquired) and will expire
by its terms on the date and  acquisition of a business  venture is consummated,
prohibiting  the  acquisition  of any business in which a promoter or any person
who has  served  as an  officer  or  director  of the  Company,  or any of their
affiliates or associates,  held, directly or indirectly,  any ownership interest
or maintain any control  other than  through  ownership  interests  prior to the
acquisition. While the board of directors may seek a change in this policy prior
to an acquisition, no change may be made except by the vote specified.

The analysis of new businesses will be undertaken by or under the supervision of
officers and directors.  In analyzing  prospective  businesses,  management will
consider,  to the extent applicable,  the available  technical,  financial,  and
managerial  resources,  working capital and other prospects for the future,  the
nature of present  and  expected  competition;  the quality  and  experience  of
management services which may be available and the depth of that management; the
potential for further research,  development, or exploration;  the potential for
growth and expansion; the potential for profit; the perceived public recognition
or  acceptance  of  products,   services,   or  trade  or  service  marks;  name
identification; and other relevant factors.

                                       6
<PAGE>


It is  possible  that the  Company  may  propose to  acquire a  business  in the
development  stage.  A business  is in the  development  stage if it is devoting
substantially  all of its efforts to  establishing  a new  business,  and either
planned principal  operations have not commenced or planned principal operations
have commenced but there has been not significant revenue there from. Under Rule
419 the  Company  must  acquire a business or assets for which the fair value of
the business  represents at least 80% of the Offering  proceeds,including  funds
received  or  to be  received  from  the  exercise  of  warrants,  less  certain
underwriting expenses.  Accordingly, the Company's ability to acquire a business
in the  development  stage may be limited to the  extent it cannot  locate  such
businesses with fair value high enough to satisfy the requirements of Rule 419.

The Company will be subject to  requirements  of Rule 419 and certain  reporting
requirements under the Exchange Act and will, therefore,  be required to furnish
certain information about significant acquisitions,  including audited financial
statements  for the  company(s)  acquired,  covering  one,  two, or three years,
depending on the relative  size of the  acquisition.  Consequently,  acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements which meet the requirements of Rule 419 and the Exchange Act will not
be appropriate for acquisition. The Company anticipates that it will voluntarily
prepare and file periodic  reports under the Exchange Act,  notwithstanding  the
fact that such  obligation may be suspended under sections 15(d) of the Exchange
Act.

The decision to participate in a specific  business may be based on management's
analysis  of the  quality of the other  firm's  management  and  personnel,  the
anticipated  acceptability of new products or marketing  concepts,  the merit of
technological changes, and other factors which are difficult, if not impossible,
to analyze through any objective criteria. It is anticipated that the results of
operations of a specific firm may not necessarily be indicative of the potential
for the future  because of the  requirement  to  substantially  shift  marketing
approaches,   expand   significantly,   change  product   emphasis,   change  or
substantially augment management, and other factors.

The Company will analyze all available factors and make a determination based on
a composite of  available  facts,  without  reliance on any single  factor.  The
period within which the Company may  participate  in a business on completion of
its offering  cannot be predicted  and will depend on  circumstances  beyond the
Company's control,  including the availability of businesses,  the time required
for the Company to  complete  its  investigation  and  analysis  of  prospective
businesses,  the time required to prepare  appropriate  documents and agreements
providing  for the  Company's  participation,  and  other  circumstances.  It is
anticipated  that the  analysis of specific  proposals  and the  selection  of a
business  could take  several  months.  Even  after the  Company  has  located a
prospective   acquisition  target,  it  will  still  have  to  comply  with  the
reconfirmation mandate of Rule 419, which may take months.

Acquisition of Business

In implementing a structure for a particular business  acquisition,  the Company
may  become a party to a merger,  consolidation,  or other  reorganization  with
another  corporation  or entity;  joint venture;  license;  purchase and sale of
assets;  or purchase and sale of stock,  the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a  business  through  the  purchase  of  minority  stock  positions.  On  the
consummation  of a  transaction,  it is likely that the present  management  and
shareholders of the Company will not be in control of the Company.  In addition,
majority  or all of the  Company's  directors  may,  as part of the terms of the
acquisition transaction, resign and be replaced by new directors without vote of
the Company's shareholders.

In  connection  with  the  Company's  acquisition  of a  business,  the  present
shareholders  of the  Company,  including  officers  and  directors,  may,  as a
negotiated  element of the  acquisition,  sell a portion or all of the Company's
Common  Stock  held  by  them  at a  significant  premium  over  their  original
investment in the Company.  As a result of such sales,  affiliates of the entity
participating  in the business  reorganization  with the Company would acquire a

                                       7
<PAGE>


higher  percentage  of equity  ownership in the Company.  Although the Company's
present  shareholders  did not acquire  their shares of Common Stock with a view
towards any subsequent sale in connection with a business reorganization,  it is
not unusual for affiliates of the entity  participating in the reorganization to
negotiate to purchase shares held by the present shareholders in order to reduce
the number of "restricted  securities" held by persons no longer affiliated with
the Company and thereby reduce the potential adverse impact on the public market
in the Company's Common Stock that could result from  substantial  sales of such
shares after the restrictions no longer apply. Public investors will not receive
any  portion of the  premium  that may be paid in the  foregoing  circumstances.
Furthermore,  the Company's  shareholders  may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration  under applicable federal and
state securities laws. In some  circumstances,  however, as a negotiated element
of the transaction,  the Company may agree to register such securities either at
the time  the  transaction  is  consummated,  under  certain  conditions,  or at
specified times thereafter.  Although the terms of such registration  rights and
the number of securities,  if any, which may be registered  cannot be predicted,
it may be  expected  that  registration  of  securities  by the Company in these
circumstances would entail substantial  expense to the Company.  The issuance of
substantial  additional  securities  and their  potential  sale into any trading
market  which may  develop in the  Company's  securities  may have a  depressive
effect on such market.

While the actual  terms of a  transaction  to which the  Company  may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to structure the  acquisition as a so-called
"tax-free"  event under  sections 351 or 368(a) of the Internal  Revenue Code of
1986, (the "Code").  In order to obtain tax-free  treatment under section 351 of
the Code, it would be necessary  for the owners of the acquired  business to own
80%  or  more  of  the  stock  of the  surviving  entity.  In  such  event,  the
shareholders  of the  Company,  would  retain  less than 20% of the  issued  and
outstanding  shares  of the  surviving  entity.  Section  368(a)(1)  of the Code
provides  for  tax-free  treatment of certain  business  reorganization  between
corporate  entities  where  on  corporation  is  merged  with  or  acquires  the
securities or assets of another corporation.  Generally, the Company will be the
acquiring corporation in such a business reorganization, and the tax-free status
of the transaction will not depend on the issuance of any specific amount of the
Company's voting securities.  It is not uncommon,  however, that as a negotiated
element of a  transaction  completed in reliance on section  368, the  acquiring
corporation  issue  securities  in such an amount that the  shareholders  of the
acquired  corporation will hold 50% or more of the voting stock of the surviving
entity.  Consequently,  there is a substantial possibility that the shareholders
of the Company  immediately  prior to the transaction would retain less than 50%
of the  issued  and  outstanding  shares  of the  surviving  entity.  Therefore,
regardless of the form of the business  acquisition,  it may be anticipated that
the  investors in an offering will  experience a significant  reduction in their
percentage of ownership in the Company.

Notwithstanding the fact that the Company is technically the acquiring entity in
the foregoing  circumstances,  generally  accepted  accounting  principles  will
ordinarily  require that such transaction be accounted for as if the Company had
been acquired by the other entity owning the business and,  therefore,  will not
permit a write-up in the carrying value of the assets of the other company.

The manner in which the Company  participates  in a business  will depend on the
nature of the  business,  the  respective  needs and  desires of the Company and
other  parties,  the  management of the business,  and the relative  negotiating
strength of the Company and such other management.

It is possible that the Company will not have sufficient funds from the proceeds
of an offering to fully undertake such development, marketing, and manufacturing
of products which may be acquired. Accordingly, following the acquisition of any
such product rights,  the Company may be required to either seek additional debt
or equity financing or obtain funding from third parties,  in exchange for which

                                       8
<PAGE>


the Company  would  probably be required to give up a portion of its interest in
any acquired product. There is no assurance that the Company will be able either
to obtain  additional  financing or interest third parties in providing  funding
for the  further  development,  marketing,  and  manufacturing  of any  products
acquired.

The  Company  will  participate  in a business  only after the  negotiation  and
execution  of  appropriate  written  agreements.  Although  the  terms  of  such
agreements cannot be predicted, generally, such agreements will require specific
representations  and  warranties  by all of the parties  thereto,  will  specify
certain  events of default,  will detail the terms of closing and the conditions
which must be  satisfied  by each of the  parties  prior to such  closing,  will
outline the manner of bearing costs if the  transaction is not closed,  will set
forth remedies on default, and will include miscellaneous other terms. It should
be expected that one of the  conditions  will be  compliance  with Rule 419, and
reconfirmation  by investors  representing at least 80% of the gross proceeds of
the offering.

It is  anticipated  that  the  investigation  of  specific  businesses  and  the
negotiation,   drafting,  and  execution  of  relevant  agreements,   disclosure
documents,  and other instruments will require  substantial  management time and
attention and substantial  costs for accountants,  attorneys,  and others.  If a
decision  is  made  not  to  participate  in  a  specific  business,  the  costs
theretofore  incurred in the  related  investigation  would not be  recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business,  the failure to consummate that  transaction may result in the loss to
the Company of the related  costs  incurred  which  could  materially  adversely
affect subsequent attempts to locate and participate in additional businesses.

Operation of Business After an Acquisition

The  Company's  operation  following  its  acquisition  of a  business  will  be
dependent on the nature of the business and the interest  acquired.  The Company
is unable to predict  whether the Company  will be in control of the business or
whether  present  management  will be in control of the  Company  following  the
acquisition.  It may be expected that the business will present various risks to
investors.  The specific  risks of a given  business  cannot be predicted at the
present time.

Leverage

The  Company  may be able to  participate  in a  business  involving  the use of
leverage.  Leveraging  a  transaction  involves  the  acquisition  of a business
through  incurring  indebtedness  for a portion  of the  purchase  price of that
business, which is secured by the assets of the business acquired.

One method by which  leverage  may be used is that the Company  would  locate an
operating business available for sale and arrange for the financing necessary to
purchase such  business.  Acquisition of a business in this fashion would enable
the Company to  participate  in a larger  venture  that its limited  funds would
permit,  or use less of its funds to acquire a business  and thereby  commit its
remaining funds to the operations of the business acquired.

Leveraging a transaction  would involve  significant  risks due to the fact that
the borrowing involved in a leveraged  transaction will ordinarily be secured by
the  combined  assets of the Company and the  business  to be  acquired.  If the
combined  enterprises  are not  able to  generate  sufficient  revenues  to make
payments on the debt incurred to acquire the business,  the lender would be able
to  exercise  the  remedies  provided  by law or by contract  and  foreclose  on
substantially  all of the assets of the  Company.  Consequently,  the  Company's
participation in a leveraged transaction may significantly  increase the risk of
loss to the Company. During periods when interest rates are relatively high, the
benefits  of  leveraging  are not as great as during  periods of lower  interest
rates because the investment in the business held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the related debt and
other costs of the financing.


                                       9
<PAGE>


The likelihood of the Company obtaining a conventional bank loan for a leveraged
transaction  would  depend  largely  on the  business  being  acquired  and  its
perceived ability to generate sufficient revenues to repay the debt.  Generally,
businesses  suitable for leveraging  are limited to those with  income-producing
assets that are either in  operation  or can be placed in  operation  relatively
quickly.  The Company cannot predict  whether it will be able to locate any such
business. As a general matter it may be expected that the Company will have few,
if  any,   opportunities  to  examine   businesses  where  leveraging  would  be
appropriate.

Even if the Company is able to locate a business where leveraging techniques may
be used,  there is no  assurance  that  financing  for the  acquisition  will be
available or, if  available,  on terms  acceptable to the Company.  Lenders from
which the Company  may obtain  funds for  purposes  of a  leveraged  buy-out may
impose restrictions of the future borrowing, dividend, and operating policies of
the  Company.  It is not possible at this time to predict the  restrictions,  if
any, which lenders may impose or the impact thereof on the Company.


ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by Item 8 appears at page F-1, which appears after this
page.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE. None.

PART III


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

MANAGEMENT AND PRINCIPAL SHAREHOLDERS

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial ownership of the Company's Common Stock. and each person known by the
Company to  beneficially  own more than five percent of the The following  table
sets forth the  aggregate  number of shares of Common Stock of the Company owned
of record or beneficially by each person who owned of record, or is known by the
Company to own beneficially, more than 5% of the Company's Common Stock, and the
name and  shareholdings of Common Stock,  (ii) each officer and director and all
officers  and  directors  as a group,  and (iii)  all  directors  and  executive
officers of the Company as a group. See "Management."

                                       10
<PAGE>

<TABLE>
<CAPTION>

---------------------------------------- ----------------------------- ----------------------------------------
                                         Number of Shares Owned(1)      Percent of Common Stock Outstanding
---------------------------------------- ----------------------------- ----------------------------------------
Name and Address(2)
---------------------------------------- ----------------------------- ----------------------------------------
<S>                                     <C>                           <C>
Gerald Couture 901 Chestnut Street,        40,000                        16.66%
Suite A Clearwater, FL 33756
---------------------------------------- ----------------------------- ----------------------------------------
Michael T. Cronin 911 Chestnut Street      40,000                        16.66%
Clearwater, FL 33756
---------------------------------------- ----------------------------- ----------------------------------------
Lawrence Steinberg 2 Lincoln Centre        40,000                        16.66%
5420 LBJ Freeway, Suite 540, LB 56
Dallas, TX 75240
---------------------------------------- ----------------------------- ----------------------------------------
Renee Morris 14 Verdmont Valley View       40,000                        16.66%
Smith's FL02, Bermuda
---------------------------------------- ----------------------------- ----------------------------------------
Khiatana Gibbons 15 Limehouse Lane         40,000                        16.66%
Hamilton Parish CR03, Bermuda
---------------------------------------- ----------------------------- ----------------------------------------
Peter Leighton 6 Cedarhurst Place          40,000                        16.66%
Southampton SB 04, Bermuda
---------------------------------------- ----------------------------- ----------------------------------------
All Officers and Directors As a Group     120,000                        50%
(3 persons)
---------------------------------------- ----------------------------- ----------------------------------------

</TABLE>

(1) All shares are held beneficially and of record,  and each record shareholder
has sole voting, investment and dispositive power.

(2) The persons  listed are all of the officers,  directors and promoters of the
Company.

Officers and Directors

         The  following  table sets forth the names,  age,  and position of each
director and executive officer of the Company.


<TABLE>
<CAPTION>

--------------------------------------- -------------------------------------- --------------------------------------
Name                                    Age                                    Position and Office Held
--------------------------------------- -------------------------------------- --------------------------------------
<S>                                    <C>                                    <C>
Gerald Couture                          54                                     Chief   Executive   Officer,
--------------------------------------- -------------------------------------- --------------------------------------
Michael T. Cronin                       44                                     Secretary, Director
--------------------------------------- -------------------------------------- --------------------------------------
Lawrence Steinberg                      64                                     Vice President, Director
--------------------------------------- -------------------------------------- --------------------------------------

The above  individuals  are the persons  responsible for founding and organizing
the  business of the  Company,  and each  became an officer and  director of the
Company in connection with its  organization in January 1997. The term of office
of each officer and director is one year and until his  successor is elected and
qualified.

</TABLE>


                                       11
<PAGE>


Officers and directors will not be  compensated  for the time they devote to the
Company's  affairs.  Each officer and director will devote only such time to the
business affairs of the Company as he deems appropriate.

Biographical Information

         Set forth below is  biographical  information for each of the Company's
officers  and  directors.  No  person  other  than the  Company's  officers  and
directors will perform any management  functions for the Company.  Consequently,
investors will be relying on the general  business  acumen and experience of the
Company's  management and should  critically  assess the  information  set forth
below.

         Gerald  Couture is a principal in Couture & Company,  Inc., a corporate
financial  consulting  firm he founded in 1980.  Mr.  Couture has been  director
and/or officer of several  corporations  over the past ten years.  These include
Medical Technology  Systems,  Inc. from August,  1987 to October 15, 1996; which
completed a Chapter 11  Bankruptcy  reorganization  proceeding  in 1996;  Cinema
North Corporation and affiliates from June, 1983 to date; Smith & Wesson Knives,
Inc., from March, 1988 to December,  1992; Prime Container Corp.,  June, 1985 to
December, 1992; Vermont Manufacturing  Corporation from March, 1975 to December,
1992.

         Michael T. Cronin, has been a practicing  attorney with the law firm of
Johnson,  Blakely,  Pope, Bokor,  Ruppel & Burns,  P.A., in Clearwater,  Florida
since 1983.  Mr. Cronin  concentrates  his practice in securities  and corporate
law.

         Lawrence  Steinberg,  has been a  practicing  attorney for over 35
years.  From April 1994 to January  1998,  he was "Of  Counsel"  with  Jenkens &
Gilchrist,  P.C., Dallas,  Texas.  Thereafter,  he has remained  affiliated with
Jenkens & Gilchrist,  P.C. on an informal basis.  Prior to his association  with
Jenkens & Gilchrist,  P.C.,  for over 20 years,  he was either a shareholder  or
partner with Johnson & Steinberg,  P.C. and its predecessor  partnership.  Also,
Mr.  Steinberg  has been an active  investor in real estate and venture  capital
investments.  He  currently  is Chairman  and Chief  Operating  Officer of Eagle
Equity,  Inc.  which  manages  real  estate and other  investments  for  various
entities,  most of which are majority owned by Mr. Steinberg.  From July 1992 to
January 1997, he was Chief  Executive  Officer and  Principal  Shareholder  of a
corporation,  which has owned and operated a television  station in  Charleston,
South Carolina.

ITEM 10: EXECUTIVE COMPENSATION

No compensation has been paid to any officer of the Company since its inception.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 See Item 9 above.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  has  received  $30,000 of loans from the six  shareholders  of the
Company. These loans are due on demand and bear interest at 8% per annum and are
unsecured.  Three of these  shareholders  are also officers and directors of the
Company. The Company accrued $4,401 of interest on these notes at March 31, 2000

ITEM 13. EXHIBITS,  CONSOLIDATED FINANCIAL STATEMENTS,  SCHEDULES AND REPORTS ON
FORM 8-K.

                                       12
<PAGE>


The following documents are filed as part of this report:
(1)(2) CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
A list of the Consolidated  Financial Statements filed as part of this Report is
set  forth in Item 8 and  appears  at Page  F-1 of this  Report;  which  list is
incorporated  herein by  reference.  he Financial  Statement  Schedules  and the
Report of Independent Auditors as to Schedules follow the Exhibits.

(a)(3) EXHIBITS.

All of the items below are incorporated by reference to the Registrant's General
Form 10SB and amendments for Registration of Securities as previously filed.

EXHIBITS AND SEC REFERENCE NUMBERS

Reports on Form 8-K

Item 27. Exhibits and Financial Statement Schedule.

       10.1       Intentionally Left Blank.
       10.2       Intentionally Left Blank.
       10.3       Intentionally Left Blank.
       10.4       Form of Proceeds Escrow Agreement (*)
       10.5       Certificate of Incorporation (*)
       10.6       By-Laws (*)
       10.7       Opinion re:  Legality and Consent of Counsel (*)
       10.8       Consent of Pender, Newkirk & Co, CPA (*)

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

(*)    Previously filed.

                                       13
<PAGE>





SIGNATURES
Pursuant to the  requirements of Section 13 or 15(d) 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.


Date:   June 23, 2000                                By: /s/ Gerald Couture
                                                     ---------------------------
                                                     Gerald Couture
                                                     President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.





Signature                     Capacity                             Date
---------                     --------                             ----

/s/Gerald Couture      Chairman of the Board,                  June 23, 2000
------------------     President, Chief Executive Officer,
Gerald Couture         Financial Officer, Chief
                       Accounting Officer,
                       Treasurer


/s/ Michael T. Cronin  Director, Secretary                     June 23, 2000
---------------------
    Michael T. Cronin

/s/ Lawrence Steinberg Director                               June  23, 2000
----------------------
    Lawrence Steinberg



<PAGE>


                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)



                                      Index


                                                                           Page
                                                                           ----

         Independent Auditor's Report...................................... F-1

         Balance Sheet -
                    December 31, 1999...................................... F-2

         Operating Statements -
                  For the years ended December 31, 1999
                   and December 31, 1998 and the period January 13, 1997
                   (Date of Inception) to December 31, 1999................ F-3

         Statements of Changes in Stockholders' Deficit -
                  For the Period January 13, 1997 (Date of Inception)
                  to December 31, 1999..................................... F-4

         Statements of Cash Flows -
                  For the years ended December 31, 1999
                   and December 31, 1998 and the period January 13, 1997
                   (Date of Inception) to December 31, 1999................ F-5

         Notes to Financial Statements..................................... F-6


                                       i
<PAGE>

                          Independent Auditors' Report



Board of Directors
Alpha Resources, Inc.
  (A Development Stage Company)
Clearwater, Florida


We have  audited the  accompanying  balance  sheet of Alpha  Resources,  Inc. (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficit, and cash flows for the years ended
December 31, 1999 and 1998 and the period  January 13, 1997 (date of  inception)
to December 31, 1999. These financial  statements are the  responsibility of the
management of Alpha Resources,  Inc. Our responsibility is to express an opinion
on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. These standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Alpha  Resources,  Inc. (a
development  stage  company)  as of  December  31,  1999 and the  results of its
operations and its cash flows for the years ended December 31, 1999 and 1998 and
the period  January  13,  1997  (date of  inception)  to  December  31,  1999 in
conformity with generally accepted accounting principles.



/s/ Pender Newkirk & Company, CPAs
---------------------------------
Certified Public Accountants
Tampa, Florida
January 28, 2000

                                      F-1
<PAGE>


                           ALPHA RESOURCES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                               Balance Sheet

                                                              December 31,
                                                                 1999
                                                           -----------------
Assets
Current assets
      Cash                                              $            15,075
                                                           -----------------

            Total current assets                                     15,075
                                                           -----------------

Other assets
      Offering costs                                                  4,206
                                                           -----------------

            Total assets                                $            19,281
                                                           =================

Liabilities and Stockholders' Deficit
Current liabilities
      Accrued expenses                                  $             9,191
      Loans payable - stockholders                                   30,000
                                                           -----------------

            Total current liabilities                                39,191
                                                           -----------------


Stockholders' deficit
      Preferred stock, $.001 par value:
      Authorized - 5,000,000
              Issued or outstanding - none
      Common stock, $.001 par value:
      Authorized - 10,000,000
              Issued and outstanding - 240,000                          240
      Additional paid-in capital                                        960
      Deficit accumulated during the development stage              (21,110)
                                                           -----------------

            Total stockholders' (deficit)                           (19,910)
                                                           -----------------

            Total liabilities and stockholders' equity  $            19,281
                                                           =================





Read Independent Auditors Report
The Accompanying Notes Are An Integral Part Of The Financial Statements

                                      F-2
<PAGE>

<TABLE>
<CAPTION>


                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              Operating Statements



                                                                   For the Years                 Cumulative During
                                                                 Ended December 31,              Development Stage
                                                           -------------------------------    January 13, 1997( Date of
                                                               1999             1998         Inception) to December 31, 1999
                                                           --------------   --------------  --------------------------------


<S>                                                    <C>               <C>               <C>
Development stage expenses
      General & Administrative Expense                  $          2,780   $        3,600   $                   16,709
      Interest Expense                                             2,001            1,200                        4,401
                                                           --------------   --------------      -----------------------

                     Net Loss Before Income Taxes                 (4,781)          (4,800)                     (21,110)

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

                     Net Loss                           $         (4,781)  $       (4,800)  $                  (21,110)
                                                           ==============   ==============      =======================

                     Basic Loss Per Share               $          (0.02)  $        (0.04)  $                    (0.14)
                                                           ==============   ==============      =======================

                     Weighted average number of
                          common shares outstanding              209,096          120,000                      150,055
                                                           ==============   ==============      =======================


</TABLE>


Read Independent Auditors Report
The Accompanying Notes Are An Integral Part Of The Financial Statements

                                      F-3
<PAGE>


                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Statements of Changes in Stockholders' Deficit

    For the Period January 13, 1997 (Date of Inception) to December 31, 1999


<TABLE>
<CAPTION>

                                                   Common Stock                                 Deficit
                                          ------------------------------                     Accumulated
                                              Shares           $ 0.001       Additional       During the            Total
                                            Issued and           Par           Paid-in       Development        Stockholders'
                                            Outstandng          Value          Capital           Stage         Equity (Deficit)
                                          ---------------    -----------    -------------   ---------------    ----------------

<S>                                      <C>              <C>            <C>             <C>                <C>
Issuance of 120,000 shares of
        common stock ($.005 per share)           120,000   $        120   $          480  $              -   $             600

Net loss for period                                    -              -                -           (11,529)            (11,529)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, December 31, 1997                       120,000   $        120   $          480  $        (11,529)  $         (10,929)
                                          ---------------    -----------    -------------   ---------------    ----------------

Net loss for period                                    -              -                -            (4,800)             (4,800)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, December 31, 1998                       120,000   $        120   $          480  $        (16,329)  $         (15,729)
                                          ---------------    -----------    -------------   ---------------    ----------------

Issuance of 120,000 shares of
        common stock ($.005 per share)           120,000   $        120   $          480  $              -   $             600

Net loss for period                                    -              -                -            (4,781)             (4,781)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, December 31, 1999                       240,000   $        240   $          960  $        (21,110)  $         (19,910)
                                          ===============    ===========    =============   ===============    ================


</TABLE>

Read Independent Auditors' Report
The Accompanying Notes Are An Integral Part Of The Financial Statements


                                      F-4
<PAGE>



                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                            For the Years                   Cumulative During
                                                                          Ended December 31,                Development Stage
                                                                   ---------------------------------    January 13, 1997( Date of
                                                                        1999              1998       Inception) to December 31, 1999
                                                                   ---------------   --------------- -------------------------------

<S>                                                             <C>               <C>                   <C>
Cash flows from operating activities:
     Net loss                                                   $          (4,781) $         (4,800)      $          (21,110)
     Adjustments to reconcile net loss to net
           cash used in operating activities:
           Increase (Decrease) in accrued expenses                           (659)            4,279                    9,191
                                                                   ---------------   ---------------       ------------------
                  Net cash used by operating activities                    (5,440)             (521)                 (11,919)
                                                                   ---------------   ---------------       ------------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                   600                 -                    1,200
     Proceeds from loans payable - stockholders                            15,000                 -                   30,000
     Offering costs                                                             -                 -                   (4,206)
                                                                   ---------------   ---------------       ------------------
                  Net cash provided by financing activities                15,600                 -                   26,994
                                                                   ---------------   ---------------       ------------------

                  Net increase (decrease) in cash                          10,160              (521)                  15,075

Cash beginning                                                              4,915             5,436                        -
                                                                   ---------------   ---------------       ------------------

Cash ending                                                     $          15,075  $          4,915       $           15,075
                                                                   ===============   ===============       ==================


</TABLE>


Read Independent Auditors Report
The Accompanying Notes Are An Integral Part Of The Financial Statements

                                      F-5
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                      For the Year Ended December 31, 1999


Note 1 -                   Background
                           ----------

Alpha Resources,  Inc. (the "Company") was incorporated  January 13, 1997 in the
State of Delaware,  and has been in the  development  stage since its formation.
The  Company  intends  to effect a merger,  exchange  of  capital  stock,  asset
acquisition,  or  other  similar  business  combination  or  acquisition  with a
business entity. The Company has not identified any specific business or company
to fulfill it intentions.

The Company has  registered  its  securities  with the  Securities  and Exchange
Commission and plans on offering certain  securities in a "blank check" offering
subject  to Rule 419 of the  Securities  Act of 1933.  On August 12,  1999,  the
Company's Registration Statement on Form SB-2 was declared effective by the U.S.
Securities and Exchange Commission.

Note 2 -                   Summary of Significant Accounting Policies
                           ------------------------------------------

                              Accounting Estimates
                              --------------------
The preparation of financial  statements  requires  management to make estimates
and assumptions  that effect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

                              Organizational Costs
                              --------------------
Costs  incurred in the  organization  of the Company  were  expensed as incurred
under  the  provision  of  SOP  98-5,  "reporting  on  the  costs  of  start  up
activities."

                                  Income Taxes
                                  ------------
Deferred income taxes are provided for when transactions are reflected in income
for  financial  reporting  purposes  in a year  other  than  the  year of  their
inclusion in taxable  income.  Deferred tax assets and  liabilities are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary  differences are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized in income in the period that includes the enactment date.

                          Concentration of Credit Risk
                          ----------------------------
The Company  maintains  cash  balances at a bank.  The account is insured by the
Federal Deposit Insurance Corporation up to $100,000.

                                 Loss Per Share
                                 --------------
Loss per share is computed by dividing income  available to common  shareholders
by the weighted average number of shares outstanding for the period.

Note 3 -                   Related Party Transactions
                           --------------------------

The  Company  has  received  $30,000 of loans from the six  shareholders  of the
Company. These loans are due on demand and bear interest at 8% per annum and are
unsecured.  Three of these  shareholders  are also officers and directors of the
Company.  The Company  accrued $3,801 of interest on these notes at December 31,
1999.


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                                      F-6