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 31, 2001

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

                        Commission File Number 333-22693

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

           Delaware                  6770                    59-3422883
           --------                  ----                    ----------
(State or other jurisdiction  (Primary standard           (I.R.S. Employer
             of                   industrial               Identification No.)
      incorporation or         classification code
        organization)               number)

        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, 2001 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, 2000

PART I                                                                Page
                                                                      ----
Item 1.  Business                                                      1.

Item 2.  Properties                                                    3.

Item 3.  Legal Proceedings                                             4.

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

PART II

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

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                     5.

Item 7.  Financial Statements and Supplementary Data                   11.

Item 8.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosures                       11.
PART III

Item 9.  Directors and Executive Officers of the Registrant            12.

Item 10. Executive Compensation                                        13.

Item 11. Security Ownership of Certain Beneficial
                  Owners and Management                                13.

Item 12. Certain Relationships and Related Transactions                13.

PART IV

Item 13. Exhibits, Consolidated Financial Statements, Schedules
                  and Reports on Form 8-K                              14.

Signatures                                                             15.


                                       i
<PAGE>

This  Annual  Report on Form  10-KSB and the  documents  incorporated  herein by
reference contain forward-looking statements that have been made pursuant to the
provisions  of the  Private  Securities  Litigation  Reform  Act of  1995.  Such
forward-looking  statements  are based on current  expectations,  estimates  and
projections about the Company's industry,  management's beliefs, and assumptions
made by management.  Words such as "anticipates," "expects," "intends," "plans,"
"believes,"  "seeks,"   "estimates,"   variations  of  such  words  and  similar
expressions  are intended to identify  such  forward-looking  statements.  These
statements are not guarantees of future  performance  and are subject to certain
risks,  uncertainties and assumptions that are difficult to predict;  therefore,
actual  results and  outcomes  may differ  materially  from what is expressed or
forecasted in any such forward-looking statements.


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  SB-2
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
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.

                                       1
<PAGE>


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.


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.

                                       3
<PAGE>

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 2001.


                                       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 Form 10-KSB 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.

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


                                       5
<PAGE>

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
higher  percentage  of equity  ownership in the Company.  Although the Company's

                                       7
<PAGE>

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
the Company  would  probably be required to give up a portion of its interest in

                                       8
<PAGE>

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.

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

                                       9
<PAGE>

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.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

The Company had no revenues for the years ended  December 31, 2001 and 2000. For
the year ended December 31, 2001, general and  administrative  expenses amounted
to $44,008 as compared to $4,989 in the prior year  period.  This  increase  was
attributed to an increase in  consulting  expenses  incurred  during the present
year.

Interest  expense  was $2,400 for the years  ended  December  31, 2001 and 2000.
Interest expense represents accrued but unpaid interest on shareholder loans.

During the year ended  December  31,  2001,  the Company  incurred a net loss of
$46,408 as  compared  to a net loss of $7,389 for the year  ended  December  31,
2000. An increase in the loss for the year ended December 31, 2001 is attributed
to higher consulting expenses incurred during the year.

For the year  ended  December  31,  2001 and 2000,  the basic loss per share was
$0.19 as  compared  to a basic  loss per share of $0.03 in the prior  year.  The
weighted average shares outstanding were 240,000 for the year ended December 31,
2001 and 2000.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

The Company had no revenues for the years ended  December 31, 2000 and 1999. For
the year ended December 31, 2000, general and  administrative  expenses amounted
to $4,989 as  compared to $2,780 in the prior year  period.  This  increase  was
attributed to an increase in accounting  expenses incurred during the year ended
December 31, 2000.

Interest expense was $2,400 and $2,001 for the years ended December 31, 2000 and
1999,  respectively.  Interest expense represents accrued but unpaid interest on
shareholder loans.

During the year ended  December  31,  2000,  the Company  incurred a net loss of
$7,389 as compared to a net loss of $4,781 for the year ended December 31, 1999.
An increase in the loss for the year ended  December 31, 2000 is  attributed  to
higher accounting expenses incurred during the year.

For the years ended  December  31,  2000 and 1999,  the basic loss per share was
$0.03 as  compared  to a basic  loss per share of $0.02 in the prior  year.  The
weighted average shares outstanding were 240,000 and 209,096 for the years ended
December 31, 2001 and 2000, respectively.

                                       10
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The  Company  had $6,220 in cash on hand at  December  31, 2001 and had no other
tangible  assets to meet ongoing  expenses or debts that may  accumulate.  Since
inception, the Company has accumulated a deficit (net loss) of $74,907.

The Company has no commitment  for any capital  expenditure  and foresees  none.
However,  the  Company  will incur  routine  fees and  expenses  incident to its
reporting duties as a public company,  and it will incur expenses in finding and
investigating  possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an  acquisition.  The
Company's cash  requirements  for the next twelve months are relatively  modest,
principally  accounting  expenses and other expenses  relating to making filings
required under the Securities  Exchange Act of 1934 (the  "Exchange  Act").  Any
travel,   lodging  or  other  expenses  which  may  arise  related  to  finding,
investigating  and  attempting  to  complete  a  combination  with  one or  more
potential acquisitions could also amount to thousands of dollars.

The  Company's  current  management  and its counsel have  informally  agreed to
continue  rendering  services to the  Company and to not demand  payment of sums
owed unless and until the Company  completes  an  acquisition.  The terms of any
such  payment will have to be  negotiated  with the  principals  of any business
acquired.  The  existence  and  amounts  of debt may make it more  difficult  to
complete,  or prevent  completion  of, a  desirable  acquisition.  In  addition,
offices are provided to the Company without charge.

Management  believes that it has sufficient  capital to fund  operations for the
next twelve  months.  However,  Management  hopes to obtain  deposit  funds from
potential  candidate  companies  that it can use to  defray  professional  fees,
travel,  lodging and other due diligence expenses incurred by management related
to finding and  investigating  an acquisition and negotiating and consummating a
business  combination.  There is no assurance that any potential  candidate will
agree to make such a deposit.

Once its present cash position is depleted, the Company will only be able to pay
its debts and meet operating expenses by raising  additional funds,  acquiring a
profitable enterprise or otherwise generating positive cash flow. As a practical
matter,  the Company is unlikely  to  generate  positive  cash flow by any means
other than  acquiring an enterprise  with cash flow.  The Company  believes that
management  members or shareholders  will advance future funds as needed for its
operations   prior  to  completion  of  an   acquisition.   Management  and  the
shareholders  are not  obligated  to  provide  any  such  funds.  The  Company's
shareholders  and management  members who advanced money to the Company to cover
operating expenses will expect to be reimbursed,  either by the Company or by an
acquired  company,  prior to or at the time of  completing  a  combination.  The
Company has no intention of borrowing  money to reimburse or pay salaries to any
of its officers or directors.  There  currently are no plans to sell  additional
securities to raise  capital,  although  sales of securities may be necessary to
obtain  needed  funds.  There is no assurance  whatever that the Company will be
able to raise necessary funds once needed from outside sources.


ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by Item 7 appears at page F-1, which appears at the end
of this report.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None.

                                       11
<PAGE>


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.  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."


<TABLE>
<CAPTION>

----------------------------------------- ----------------------------- -----------------------------------------
                                          Number
                                          of Shares                     Percent of Common Stock
                                          Owned(1)                      Outstanding
----------------------------------------- ----------------------------- -----------------------------------------
<S>                                     <C>                           <C>
Name and Address
----------------------------------------- ----------------------------- -----------------------------------------
Gerald Couture
901 Chestnut Street, Suite A
Clearwater, FL 33756 (2)                  40,000                        16.66%
----------------------------------------- ----------------------------- -----------------------------------------
Michael T. Cronin
911 Chestnut Street
Clearwater, FL 33756 (2)                  40,000                        16.66%
----------------------------------------- ----------------------------- -----------------------------------------
Lawrence Steinberg
2 Lincoln Centre
5420 LBJ Freeway,
Suite 540, LB 56
Dallas, TX 75240                          40,000                        16.66%
----------------------------------------- ----------------------------- -----------------------------------------
Renee Morris
14 Verdmont Valley View
Smith's FL02, Bermuda                     40,000                        16.66%
----------------------------------------- ----------------------------- -----------------------------------------
Khiatana Gibbons
15 Limehouse Lane
Hamilton Parish CR03, Bermuda             40,000                        16.66%
----------------------------------------- ----------------------------- -----------------------------------------
Peter Leighton
6 Cedarhurst Place
Southampton SB 04, Bermuda                40,000                        16.66%
----------------------------------------- ----------------------------- -----------------------------------------
All Officers and Directors
As a Group (2 persons)                    80,000                        33%
----------------------------------------- ----------------------------- -----------------------------------------
</TABLE>

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

(2)  Individual is an officer and director 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.

                                       12
<PAGE>


<TABLE>
<CAPTION>



---------------------------------------- -------------------------------------- --------------------------------------
Name                                     Age                                    Position and Office Held

---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
Gerald Couture                           56                                     Chief   Executive   Officer,
                                                                                Chief   Financial   Officer,
                                                                                Director
---------------------------------------- -------------------------------------- --------------------------------------
Michael T. Cronin                        46                                     Secretary, Director
---------------------------------------- -------------------------------------- --------------------------------------

</TABLE>

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.

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.

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.  Two of these  shareholders  are also  officers and  directors of the
Company.  The Company  accrued $8,601 of interest on these notes at December 31,
2001.

                                       13
<PAGE>

The Company has incurred and recorded an expense of $30,000  pertaining to Edgar
filing fees billed by one of the stockholders during the year ended December 31,
2001.

The building and property  housing the corporate  office are owned by one of the
stockholders and the Company pays no rent.

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

The following documents are filed as part of this report:
(1)(2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
A list of the 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.  The 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 SB-2 and amendments for Registration of Securities as previously filed.

EXHIBITS AND SEC REFERENCE NUMBERS

Reports on Form 8-K

     o none

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.

                                       14
<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:   April 11, 2002                           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,               April 11, 2002
-------------------------
   Gerald Couture        President, Chief Executive Officer,
                         Chief Financial Officer, Chief
                         Accounting Officer,
                         Treasurer

/s/ Michael T. Cronin    Director, Secretary                  April 11, 2002
-------------------------
    Michael T. Cronin


                                       15
<PAGE>




                          Independent Auditors' Report



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


We have audited the  accompanying  balance  sheets of Alpha  Resources,  Inc. (a
development  stage  company)  as of  December  31, 2001 and 2000 and the related
statements of operations,  changes in stockholders'  deficit, and cash flows for
the years then ended and the period  January  13,  1997 (date of  inception)  to
December 31, 2001.  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 auditing standards generally accepted
in the  United  States of  America.  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, 2001 and 2000 and the results of
its  operations  and its cash  flows for the  years  then  ended and the  period
January 13, 1997 (date of  inception)  to December 31, 2001 in  conformity  with
accounting principles generally accepted in the United States of America.


/s/ Pender Newkirk & Company
----------------------------
Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
January 31, 2002

                                      F-1
<PAGE>



                             ALPHA RESOURCES, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                 Balance Sheet
<TABLE>
<CAPTION>


                                                                  December 31,
                                                                      2001
                                                                -----------------
<S>                                                         <C>
Assets
Current assets
      Cash                                                   $             6,220
                                                                -----------------

            Total current assets                                           6,220
                                                                -----------------

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

            Total assets                                     $            10,426
                                                                =================

Liabilities and Stockholders' Deficit
Current liabilities
      Accrued expenses, including shareholder
       payable of $30,000                                    $            54,133
      Loans payable - stockholders                                        30,000
                                                                -----------------

            Total current liabilities                                     84,133
                                                                -----------------


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                   (74,907)
                                                                -----------------

            Total stockholders' (deficit)                                (73,707)
                                                                -----------------

            Total liabilities and stockholders' (deficit)    $            10,426
                                                                =================


</TABLE>




The Accompanying Notes Are An Integral Part Of The Financial Statements

                                      F-2
<PAGE>


                                                 ALPHA RESOURCES, INC.
                                             (A DEVELOPMENT STAGE COMPANY)

                                                 Operating Statements


<TABLE>
<CAPTION>


                                                        For the Year Ended             Cumulative During
                                                           December 31,                Development Stage
                                                   ------------------------------   January 13, 1997( Date of
                                                       2001             2000      Inception) to December 31, 2001
                                                   -------------    ------------- -----------------------------


<S>                                           <C>               <C>              <C>
Development stage expenses
     General & Administrative Expense               $    44,008      $     4,989            $           65,706
     Interest Expense                                     2,400            2,400                         9,201
                                                   -------------    -------------   ---------------------------

          Net Loss Before Income Taxes                  (46,408)          (7,389)                      (74,907)

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

          Net Loss                                  $   (46,408)     $    (7,389)           $          (74,907)
                                                   =============    =============   ===========================

          Basic Loss Per Share                      $     (0.19)     $     (0.03)           $            (0.40)
                                                   =============    =============   ===========================

          Weighted average number of
               common shares outstanding                240,000          240,000                       186,321
                                                   =============    =============   ===========================

</TABLE>

The Accompanying Notes Are An Integral Part Of The Financial Statements

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                                                     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, 2001


                                                   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 year                                       -             -                -            (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 year                                       -             -                -            (4,781)              (4,781)
                                          ----------------   -----------     ------------    --------------    -----------------

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

Net loss for year                                       -             -                -            (7,389)              (7,389)
                                          ----------------   -----------     ------------    --------------    -----------------

Balance, December 31, 2000                        240,000  $        240    $         960   $       (28,499)  $          (27,299)
                                          ----------------   -----------     ------------    --------------    -----------------

Net loss for year                                       -             -                -           (46,408)             (46,408)
                                          ----------------   -----------     ------------    --------------    -----------------

Balance, December 31, 2001                        240,000  $        240    $         960   $       (74,907)  $          (73,707)
                                          ================   ===========     ============    ==============    =================

</TABLE>


The Accompanying Notes Are An Integral Part Of The Financial Statements


                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                                          ALPHA RESOURCES, INC.
                                                      (A DEVELOPMENT STAGE COMPANY)

                                                         Statements of Cash Flows
                                                               (unaudited)


                                                                           For the Year Ended               Cumulative During
                                                                              December 31,                 Development Stage
                                                                    ---------------------------------   January 13, 1997( Date of
                                                                         2001              2000      Inception) to December 31, 2001
                                                                    ----------------  --------------- ------------------------------

<S>                                                              <C>                 <C>                 <C>
Cash flows from operating activities:
      Net loss                                                      $       (46,408)  $       (7,389)       $          (74,907)
      Adjustments to reconcile net loss to net
            cash used in operating activities:
            Increase (Decrease) in accrued expenses                          42,158            2,784                    54,133
                                                                    ----------------  ---------------        ------------------
                  Net cash used by operating activities                      (4,250)          (4,605)                  (20,774)
                                                                    ----------------  ---------------        ------------------

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

                  Net increase (decrease) in cash                            (4,250)          (4,605)                    6,220

Cash beginning                                                               10,470           15,075                         -
                                                                    ----------------  ---------------        ------------------

Cash ending                                                         $         6,220   $       10,470         $           6,220
                                                                    ================  ===============        ==================

</TABLE>




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, 2001

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.

Cost incurred in the organization of the Company were expensed as incurred under
the provisions of SOP 98-5, "reporting on the costs of start up companies."

                                  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 majority of cash is maintained  with a financial  institution  in the United
States.  Deposits with this bank may exceed the amount of insurance  provided on
such  deposits.  Generally,  these  deposits  may be  redeemed  on  demand  and,
therefore, bear minimal risk.

                                 Loss Per Share
                                 --------------
Basic  loss per share is  computed  by  dividing  net loss  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.  Two of these  shareholders  are also  officers and  directors of the
Company.  The Company  accrued $8,601 of interest on these notes at December 31,
2001.

The Company has incurred and recorded an expense of $30,000  pertaining to Edgar
filing fees billed by one of the stockholders during the year ended December 31,
2001.

                                      F-6
<PAGE>


                              ALPHA RESOURCES, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                For the Year Ended December 31, 2001 (continued)

The building and property  housing the corporate  office are owned by one of the
stockholders and the Company pays no rent.

The above amounts are not necessarily indicative of the amounts which would have
been incurred had  comparable  transactions  been entered into with  independent
parties.

Note 4  - Income Taxes
          ------------

The Company has incurred  significant  operating losses since its inception and,
therefore, no tax liabilities have been incurred for the years presented.  These
operating  losses give rise to a deferred tax asset at December 31, 2001 and are
as follows:

         Deferred tax assets                $29,500
         Allowance                          $29,500
                                            -------
                                            $     0
                                            =======


Due to the Company's history of operating  losses,  management has established a
valuation  allowance in the full amount of the  deferred tax asset  arising from
these  losses  because  management  believes it is more likely than not that the
Company will not  generate  sufficient  taxable  income  within the  appropriate
period to  offset  these  operating  loss  carryforwards.  Income  tax  benefits
resulting from the utilization of these  carryforwards will be recognized in the
periods in which they are realized for federal and state tax purposes.

The Company has available at December 31, 2001  approximately  $74,900 of unused
operating loss  carryforwards that may be applied against future taxable income,
which would reduce taxes payable by approximately  $29,500 in the future.  These
operating loss carryforwards expire beginning in 2012.

Read Independent Auditors Report.



                                      F-7