United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                    Form 10-Q



     [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
          ACT OF 1934

          For the quarterly period ended March 31, 2003

          Commission file number 0-20468


                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
             (Exact name of registrant as specified in its charter)


              Delaware                                  68-0195770
     (State or other jurisdiction                     (IRS Employer
    of incorporation or organization)               Identification No.)



                       629 J Street, Sacramento, CA 95814
                    (Address of principal executive offices)

                                 (916) 231-0400
              (Registrant's telephone number, including area code)

                     33 Jewell Court, Portsmouth, N.H. 03801
                  (Former address if changed since last report)


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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).     Yes [ ]    No [X]
                                                ------     ------

Number of shares of common stock outstanding as of April 30, 2003, 66,903,043


<PAGE>


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements


                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                            Condensed Balance Sheets
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                                             <C>                     <C>

                                                                                            March 31,                 June 30,
                                       Assets                                                 2003                      2002
                                       ------                                         ----------------------    --------------------
Current assets:
  Cash and cash equivalents                                                           $       1,173,455         $         402,291
  Trade accounts receivable                                                                      16,457                     3,602
  Prepaid maintenance and service fees                                                           33,213                         -
  Prepaid expenses and other current assets                                                     136,632                    81,223
                                                                                      ----------------------    --------------------
Total current assets                                                                          1,359,757                   487,116
                                                                                      ----------------------    --------------------

Property and equipment:
  Equipment and software                                                                        858,240                   788,192
  Accumulated depreciation and amortization                                                    (489,749)                 (297,987)
                                                                                      ----------------------    --------------------
  Property and equipment, net                                                                   368,491                   490,205
                                                                                      ----------------------    --------------------

Prepaid license and service fees                                                                160,841                   211,498
Other non-current assets                                                                          1,615                    14,490
                                                                                      ----------------------    --------------------

                                                                                      $       1,890,704         $       1,203,309
                                                                                      ======================    ====================

                   Liabilities and Stockholders' Equity (Deficit)
                   ----------------------------------------------
Current liabilities:
  Payable to Healthcare Exchange participants                                         $         663,905         $         409,738
  Trade accounts payable                                                                        334,824                   438,460
  Accrued payroll and related expenses                                                          216,989                   274,777
  Accrued preferred stock dividends                                                             283,195                   283,195
  Accounts payable and accrued interest payable to stockholders                                 983,013                   797,232
  Notes payable to stockholder                                                                2,873,694                 2,212,529
  Convertible notes payable to stockholder                                                    2,445,288                 2,423,823
  Convertible notes payable to third party                                                      587,719                         -
  Accrued interest payable to third party                                                        54,575                         -
  Other current liabilities                                                                     239,499                   254,469
                                                                                      ----------------------    --------------------
Total current liabilities                                                                     8,682,701                 7,094,223
                                                                                      ----------------------    --------------------

Commitments and contingencies

Stockholders' equity (deficit):
  Convertible preferred stock, $6.00 par value - 1,200,000 shares authorized
     none issued and outstanding at March 31, 2003 and June 30, 2002, 204,167
     shares designated Series D, none issued and outstanding at
      March 31, 2003 and June 30, 2002
  Common stock, $0.01 par value - 100,000,000 shares authorized; 66,844,709
     issued and outstanding at March 31, 2003
     (60,968,213 at June 30, 2002)                                                              668,447                   609,682
  Additional paid-in capital                                                                 58,106,995                52,862,283
  Accumulated deficit                                                                       (65,567,439)              (59,362,879)
                                                                                      ----------------------    --------------------
Total stockholders' equity (deficit)                                                         (6,719,997)               (5,890,914)
                                                                                      ----------------------    --------------------

                                                                                      $       1,890,704         $       1,203,309
                                                                                      ======================    ====================
See accompanying notes to condensed financial statements.
</TABLE>

                                       2

<PAGE>


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements


                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                       Condensed Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                  <C>               <C>                 <C>              <C>

                                                                        Three Months Ended                 Nine Months Ended
                                                                            March 31,                           March 31,
                                                                    2003              2002               2003              2002
Healthcare exchange
    Revenue                                                    $     829,011      $   430,308      $  2,483,565       $    792,402
    Costs                                                           (597,562)        (401,529)       (1,783,652)          (976,530)
                                                               --------------     -------------    --------------     --------------
Gross profit (loss)                                                  231,449           28,779           699,913           (184,128)

Selling, marketing and product development costs                    (822,523)      (1,852,186)       (3,727,803)        (4,903,843)

General and administrative expenses                                 (546,603)        (673,076)       (2,001,035)        (1,778,955)
                                                               --------------     -------------    --------------     --------------

Loss from operations                                              (1,137,677)      (2,496,483)       (5,028,925)        (6,866,926)

Other income (expense)
    Interest income                                                    2,640              744            10,902             41,523
    Interest expense to third party                                 (319,604)               -          (698,294)                 -
    Interest expense to stockholders and directors                  (149,233)        (111,673)         (488,243)          (364,200)
                                                               --------------     -------------    --------------     --------------
Total other income (expense)                                        (466,197)        (110,929)       (1,175,635)          (322,677)
                                                               --------------     -------------    --------------     --------------

Net loss                                                       $  (1,603,874)     $(2,607,412)     $ (6,204,560)      $ (7,189,603)
                                                               ==============     =============    ==============     ==============


Basic and diluted net loss per share                           $       (0.02)      $    (0.04)    $       (0.10)      $      (0.12)
                                                               ==============     =============    ==============     ==============

Shares used in per share calculations                             66,789,339       61,261,644        64,603,997         60,019,455
                                                               ==============     =============    ==============     ==============


See accompanying notes to condensed financial statements.

</TABLE>

                                       3
<PAGE>

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                       Condensed Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                             <C>                           <C>

                                                                                       Nine Months Ended
                                                                                           March 31,
                                                                                2003                        2002
                                                                       ------------------------     ----------------------

Net cash used in operating activities                                  $       (4,483,193)          $    (6,138,409)
                                                                       ------------------------     ----------------------

Cash flows used in investing activities:
    Purchases of property and equipment                                           (70,048)                 (244,589)
    Maturities of short-term investments                                                -                 1,354,159
                                                                       ------------------------     ----------------------
Net cash provided (used) by investing activities                                  (70,048)                1,109,570
                                                                       ------------------------     ----------------------

Cash flows from financing activities:
    Proceeds from sale of common stock                                          3,872,056                 2,743,787
    Proceeds from exercise of options and warrants                                 26,349                   238,277
    Proceeds from notes payable to stockholders                                   619,000                   428,902
    Proceeds from convertible notes payable to third party
    and warrants                                                                1,000,000                         -
    Payments on notes payable to stockholders                                    (193,000)                        -
                                                                       ------------------------     ----------------------
Net cash provided by financing activities                                       5,324,405                 3,410,966
                                                                       ------------------------     ----------------------


Net increase (decrease) in cash and cash equivalents                              771,164                (1,617,873)
Cash and cash equivalents at beginning of period                                  402,291                 3,159,017
                                                                       ------------------------     ----------------------

Cash and cash equivalents at end of period                             $        1,173,455           $     1,541,144
                                                                       ========================     ======================



See accompanying notes to condensed financial statements.

</TABLE>
                                       4
<PAGE>


                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                     Notes to Condensed Financial Statements
                                 March 31, 2003
                                   (Unaudited)

Note 1 - Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting  principles  generally  accepted in the United States
for interim  financial  information and pursuant to the rules and regulations of
the Securities and Exchange Commission.  Accordingly, they do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United  States for complete  financial  statements.  For further
information, refer to the financial statements and footnotes thereto included in
the  Company's  annual  report on Form 10-K for the  fiscal  year ended June 30,
2002.

In the opinion of  management,  the  unaudited  condensed  financial  statements
contain all adjustments,  consisting of normal recurring adjustments, considered
necessary to present fairly the Company's  financial  position at March 31, 2003
and June 30,  2002,  results of  operations  for the three and nine months ended
March 31,  2003 and 2002,  and cash  flows for the three and nine  months  ended
March 31, 2003 and 2002. The results for the period ended March 31, 2003 are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending June 30, 2003.

The Company has incurred  operating losses since inception,  which have resulted
in an accumulated  deficit of $65,567,439 at March 31, 2003.  Based on the steps
the Company has taken to refocus its operations and obtain additional financing,
the  Company  believes  that it has  developed  a  viable  plan to  address  the
Company's ability to continue as a going concern, and that this plan will enable
the Company to continue as a going  concern,  at least through the end of fiscal
year 2003. The Company engaged a placement agent to assist in the sale of shares
of the Company's common stock in a private  placement.  During October 2002, the
Company  received  gross  proceeds of  $4,125,000  through the sale of 4,125,000
shares  pursuant to this  offering.  Cash  proceeds  net of offering  costs were
$3,872,056.  In  addition,  the due dates of Notes  Payable to  Stockholder  and
Convertible Notes Payable to Stockholder were extended from December 31, 2002 to
December 31, 2003. [See Part I Item 2  "Management's  Discussion and Analysis of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources"]

There can be no assurance that this plan will be successfully  implemented,  and
if not  successfully  implemented  the  Company  may be  required  to reduce the
development  efforts  of its  Healthcare  Exchange  or be  forced  into  seeking
protection under federal bankruptcy laws. As a result, the report of independent
auditors  on the  Company's  June 30,  2002  financial  statements  includes  an
explanatory  paragraph indicating there is substantial doubt about the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification  of assets or the amounts and  classification of liabilities that
may result from the outcome of this uncertainty.

                                       5
<PAGE>

Note 2 - Financing Arrangements

On July 26,  2002,  the Company  received  cash of  $1,000,000  in exchange  for
issuance of a convertible  note (the "Note").  The Note bears interest at 8% and
is  payable  at the  earliest  of July 25,  2003 or when the  Company  raises an
additional $8,000,000 through debt or equity financing. Pursuant to the original
terms of the Note,  all or a portion of the Note may be converted into shares of
common stock at the lower of $2.25 per share (the initial subscription per share
price of the Private Placement  completed in March 2002) or $1.00 per share (the
subscription  price of the stock sold in the Private  Placement  during  October
2002);  or if the Company sells shares of its common stock,  or issues  options,
warrants or other securities  convertible into shares of its common stock before
March 29,  2003 at a price  less than the  conversion  price of $1.00,  then the
conversion  price  will  be  equal  to the  per  share  price  of  Common  Stock
subsequently sold by the Company, (excluding common stock that may be (i) issued
in connection  with a merger,  (ii) issued as a dividend,  (iii) issued upon the
exercise of options  subsequently  issued  after the closing to  employees of or
consultants  to the  Company,  or (iv)  issued  upon the  exercise  of  existing
options, warrants or other convertible securities).

In  consideration  for the loan the Company  issued  three  warrants on July 26,
2002. Each warrant  provides for the purchase of 100,000 shares of the Company's
common  stock at an  exercise  price equal to the $1.00  subscription  per share
price of the October 2002 Private Placement, or if further shares are offered at
a lower  price per share,  then at that  price.  The First and  Second  Warrants
became exercisable on July 26, 2002 and January 26, 2003, respectively,  and are
exercisable  before the  expiration  date.  The Third Warrant issued may only be
exercisable  if the  Company  does not repay the Note  within  one year from the
issuance of the Note.  When, and if,  exercisable  the lender may exercise these
warrants through July 26, 2009.

In connection  with the issuance of the Note and the First and Second  Warrants,
the Company  estimated the aggregate fair value of the First and Second Warrants
to be $254,000  using the  Black-Scholes  model.  In accordance  with EITF 98-5,
"Accounting for Convertible  Securities with Beneficial  Conversion  Features or
Contingently  Adjustable  Conversion  Ratios," and EITF 00-27,  "Application  of
Issue No. 98-5 to Certain  Convertible  Instruments," the Company has recognized
$299,878  and  $643,719  through  interest  expense for the three and nine month
periods  respectively,  ending March 31, 2003 for a portion of the fair value of
the First and Second Warrants and a portion of the beneficial conversion feature
of the Note,  which was  estimated  to be in total  $802,000.  The Company  will
record additional  amounts totaling $412,281 through interest expense until July
26, 2003 for the remaining  fair value of the First and Second  Warrants and the
beneficial  conversion  feature of the Note recorded at the initial  transaction
date, and in accordance with EITF 00-27,  the additional  beneficial  conversion
feature recorded in the quarter ending December 31, 2002 of $624,222 relating to
the reset of the conversion price of the Note from $2.25 to $1.00 per share.

                                       6
<PAGE>


The  Company  engaged a  placement  agent to assist in the sale of shares of the
Company's common stock in a private placement.  During October 2002, the Company
received  gross  proceeds of  $4,125,000  through the sale of  4,125,000  shares
pursuant to this offering.  Cash proceeds net of offering costs were $3,872,056.
In connection with the October Private Placement, the Company paid the placement
agent a placement fee of 6% of the gross proceeds raised by them and a five year
warrant to purchase 10% of the Common Stock placed by them at an exercise  price
of $1.00  per  share.  In  addition,  the  Company  paid a  finder's  fee to one
individual  of $12,500 and issued a warrant to purchase  30,000 shares of common
stock at $1.00 per share.

Resulting  from the  closing of the October  2002  Private  Placement  of Common
Stock, 1,540,729 additional shares were issued to investors who purchased shares
of common stock in the January 2002 private  placement based on the October 2002
Private  Placement price of $1.00 per share. A compensation  expense of $347,222
was recorded for the  additional  shares  issued to the  Company's  Chairman and
Chief Financial Officer.

On  November 1, 2002,  the Company  agreed  with  Company's  Chairman  and Chief
Financial  Officer to extend the due date on notes payable to him until December
31, 2003 in exchange for an  extension  fee of 2%.  These  extended  notes total
$2,873,694,  including accrued interest and extension fees, and bear interest at
10.25% per annum.  Also on November 1, 2002,  the Company  agreed with the other
note  holder to extend the due date of his  convertible  promissory  notes until
December  31,  2003.  These  convertible   promissory  notes  total  $2,445,288,
including  accrued  interest,   bear  interest  at  10.25%  per  annum  and  are
convertible into common stock at $3.00 per share at the note holder's option.

As a result of the  Company's  July 2002 bridge  financing  in which the Company
granted  warrants  equal to 30% of the loan at an  exercise  price of $1.00  per
share, the Company granted to the investors of the January 2002 and October 2002
Private Placements warrants to purchase 30% of their respective investment at an
exercise price of $1.00 per share. Mr. Cameron,  as a participant in the private
placement,  received a warrant to purchase  150,000 shares of common stock at an
exercise price of $1.00 per share,  which was greater than the fair value of the
common stock at the warrant issuance date.

During the quarter  ended  December 31, 2002,  the  facilities  lease  agreement
between the Company and the Company's  Chairman and Chief Financial  Officer was
modified  to  reflect  an annual  base rent of $120 until  further  notice  from
lessor, in his sole and absolute discretion,  to return the rent to its previous
level.  To recognize the estimated  market rate of this  transaction,  a monthly
expense  of  $11,424  is  recognized  through  rent  expense  and other  capital
contributions.

Note 3 - Comprehensive Loss

Total  comprehensive loss for the three months ended March 31, 2003 and 2002 was
$1,603,874,  and  $2,607,412,  and $6,204,560 and $7,189,581 for the nine months
ended March 31, 2003 and 2002 respectively.  Other  comprehensive  income (loss)
represents  the net change in unrealized  gains  (losses) on  available-for-sale
securities.

                                       7
<PAGE>

Note 4 - Net Loss Per Share

As the  Company has  reported  net losses in all  periods  presented,  basic and
diluted loss per share have been  calculated on the basis of net loss applicable
to common  stockholders  divided by the weighted  average number of common stock
shares outstanding without giving effect to outstanding options,  warrants,  and
convertible  securities whose effects are anti-dilutive.  For the three and nine
months ended March 31, 2003 and 2002 there were stock options,  stock  warrants,
and  convertible  notes  payable  outstanding,  which could  potentially  dilute
earnings  per share in the future but were not  included in the  computation  of
diluted  loss  per  share as  their  effect  was  anti-dilutive  in the  periods
presented.

The  Company  accounts  for  its  stock-based   compensation   plans  under  the
recognition and measurement  principles of Accounting  Principles  Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and related  interpretations.
Under the intrinsic value method,  compensation  cost is the excess,  if any, of
the  quoted  market  price or fair value of the stock at the grant date or other
measurement date over the amount an employee must pay to acquire the stock.

The following table illustrates the effect on net loss and net loss per share if
the Company had applied the fair value  recognition  provision  of  Statement of
Financial   Accounting  Standards  Board  Statement  No.  123,  "Accounting  for
Stock-Based-Compensation" to stock-based compensation.
<TABLE>
<CAPTION>
<S>                                                                  <C>                                 <C>                <C>
                                                                     Three Months Ended                   Nine Months Ended
                                                                         March 31,                          March 31,
                                                                    2003              2002               2003              2002

Net loss, as reported                                          $  (1,603,874)     $(2,607,412)     $ (6,204,560)      $ (7,189,603)

Add:  Stock-based employee compensation expense included
in reported net loss                                                       -          135,583           347,222            135,583

Deduct:  Total stock-based employee compensation expense
determined under fair value based method for all awards
                                                                  (1,439,418)      (1,300,520)       (4,356,226)        (3,581,681)
                                                               --------------     -------------    --------------     --------------


Pro forma net loss                                             $  (3,043,292)     $(3,772,349)     $ 10,213,564)      $ 10,635,701)
                                                               ==============     =============    ==============     ==============

Loss per share:
  Basic and diluted - as reported                              $       (0.02)     $     (0.04)     $       (0.10)     $      (0.12)
                                                               ==============     =============    ==============     ==============
  Basic and diluted - pro forma                                $       (0.05)     $     (0.06)     $       (0.16)     $      (0.18)
                                                               ==============     =============    ==============     ==============

</TABLE>

Option  valuation  models were developed for use in estimating the fair value of
traded options that have no vesting restrictions and are fully transferable.  In
addition,  option  valuation  models  require  the  input of  highly  subjective
assumptions,  including the expected  life of the option.  Because the Company's
employee stock options have characteristics  significantly  different from those
of traded options and because  changes in the subjective  input  assumptions can
materially  affect  the fair  value  estimates,  in  management's  opinion,  the

                                       8
<PAGE>

existing models do not necessarily provide a reliable single measure of the fair
value of its employee stock options.

Note 5 - Stock Option Grant

On  January  25,  2003, the  Board  of  Directors  approved  the  issuance  of a
non-qualified option grant to Mr. Jeffrey S. McCormick, Chief Executive Officer,
to purchase up to  4,000,000  shares of common  stock at the  exercise  price of
$1.25 per share. The effective date of the option grant is November 7, 2002. The
option grant is to vest over a four year period,  commencing with the vesting of
the first 1,000,000 shares of common stock on January 31, 2003. Thereafter,  the
option to purchase  additional  1,000,000  shares of common  stock shall vest on
January 31 of each year through  2006. No  compensation  expense was recorded in
connection  with this option  grant as the  exercise  price was greater than the
fair value of the common stock at the option grant date.

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

Management's Discussion and Analysis

The following  discussion  provides  information to facilitate the understanding
and  assessment  of  significant  changes  in trends  related  to the  financial
condition  of the Company and its  results of  operations.  It should be read in
conjunction  with the Company's  financial  statements and the notes thereto and
other financial  information  included elsewhere in the Form 10-K for the fiscal
year ended June 30, 2002.

Overview

General

Alternative  Technology  Resources,  Inc. (hereinafter referred to as "ATR," the
"Company,"  "we" or  "us")  has  developed  and is  operating  an  Exchange  for
healthcare  services  ("Healthcare  Exchange").  The  purpose of the  Healthcare
Exchange  is to  utilize  the  Internet  and other  technologies  to  facilitate
Provider  (defined below) initiated  discounts and  administrative,  billing and
remittance  services  for all  commercial  lines of business  in the  healthcare
industry.  The Healthcare Exchange offers a direct and efficient conduit between
Providers and Purchasers  (defined  below) of healthcare  services  and/or their
agents, such as Preferred Provider Organizations.

ATR does not provide healthcare services, but rather expects to act as a neutral
conduit for efficiency  between Providers,  Purchasers and their  intermediaries
including  preferred  provider  organizations,  that  should  benefit  all.  ATR
believes that reducing the costs associated with traditional "bricks and mortar"
operations,  creating economies of scale,  facilitating  access to Providers and
Purchasers, streamlining overhead costs, exploiting possibilities for functional
integration,  reducing  errors and speeding  the payment of claims  should allow
Purchasers to pay less and Providers to recover more of what they bill.

                                       9
<PAGE>

Providers submit bills to the Company, who reprices the bills to the rate set by
the Providers,  including adding a  transaction-processing  fee, and then routes
them to Purchasers or their  intermediaries.  The Company receives payments from
Purchasers  on  behalf  of  the  Providers,  and  then  remits  payments  to the
Providers.

ATR's  Healthcare  Exchange began  operations with a limited number of Providers
and  Purchasers in the quarter  ending June 30, 2001.  The Company  continues to
receive,  process and analyze  operating  data, and the results of the Company's
analysis will determine the amount and timing of remaining  development  related
efforts.

The Company is currently recruiting medical doctors,  medical groups,  hospitals
and other health care practitioners (collectively,  "Providers") in twenty-three
markets  in  sixteen  states to offer  their  services  through  the  Healthcare
Exchange to those who purchase or facilitate the purchase of healthcare services
("Purchasers").

The Company has outsourced to multiple  vendors  portions of the development and
operations of the information systems for its Healthcare  Exchange.  The Company
contracts  with an  application  services  provider to license,  support and run
software  to  process  medical  bills  submitted  to  the  Company's  Healthcare
Exchange.  ATR also works with vendors to receive claims from Providers  through
electronic  clearinghouses and to convert paper claims into electronic  formats.
ATR is evaluating other potential technology vendors as well.

History

Alternative  Technology  Resources,  Inc. was founded as 3Net  Systems,  Inc. in
1989. In August 1999, James W. Cameron,  Jr., the Company's largest stockholder,
was named Chairman and Chief Executive Officer.  Under his direction the Company
identified what it believes to be a significant  business  opportunity and began
developing a business model involving the establishment of a Healthcare Exchange
under the name "DoctorandPatient."

In February  2000,  Jeffrey S.  McCormick  assumed the position of the Company's
Chief Executive Officer. Mr. McCormick has significant  experience in financing,
managing and growing early stage development companies as a managing director of
Boston-based  Saturn  Asset  Management,  Inc.  Mr.  McCormick  has served as an
advisor or director of several Internet and electronic  commerce  companies over
the last six years.  As the Company's CEO, Mr.  McCormick is responsible for all
phases of development,  implementation and operation of the Company's Healthcare
Exchange.  Mr.  Cameron still acts as Chairman and Chief  Financial  Officer and
continues to play an active and  substantial  role in formulating  the Company's
business strategy and policy.

The Company is using its management's  experience in health care and information
technology to establish the Healthcare Exchange,  which has become the Company's
sole focus. ATR's Healthcare  Exchange began operations with a limited number of
Providers  and  Purchasers  in the  quarter  ending June 30,  2001.  The Company
continues to receive, process and analyze operating data, and the results of the

                                       10

<PAGE>

Company's analysis will determine the amount and timing of remaining development
related efforts.  ATR's previous business was recruiting,  hiring,  and training
foreign computer programmers and placing them with U.S. companies.  In line with
the Company's strategy to focus on the establishment of the Healthcare Exchange,
ATR suspended  recruitment of foreign computer  programmers in December 1999 and
began  pursuing  the  conversion  of  foreign  computer  programmers  to  become
employees of ATR's  customers.  This conversion  process was complete as of June
30, 2001, and the Company is no longer in that business.

Critical Accounting Policies

Revenue    Recognition.    The    Company    recognizes    revenue    for    the
transaction-processing  fee  when  earned  and  the  Company  has  substantially
completed all of its obligations under the contract.

Product Development Costs. In October 1999, the Company began incurring costs to
develop its Healthcare Exchange.  In accordance with SOP 98-5,  "Reporting Costs
on Start-Up  Activities," start-up costs associated with the Healthcare Exchange
have been expensed as incurred.

Prepaid License and Service Fees. Prepaid license and services fees are recorded
at cost  and  amortized  on a  straight-line  basis  over  the  service  period.
Management  considers  whether  indicators  of  impairment  of these  assets are
present  at each  balance  sheet date and an  impairment  loss is  recorded,  if
necessary.  In assessing the recoverability of the Company's prepaid license and
service fees, the Company must make assumptions  regarding estimated future cash
flows and other factors to determine the fair value of the respective assets. If
these estimates or their related  assumptions  change in the future, the Company
may be required to record  impairment  charges for these  assets not  previously
recorded.

Financial Condition

Cash and cash equivalents increased $771,164 since June 30, 2002 attributable to
cash proceeds from financing  activities of $5,324,405  received in October 2002
Private Placement and proceeds from notes payable, partially offset by cash used
in  operations  of  $4,483,193  during the nine months ended March 31, 2003.  At
March 31,  2003,  substantially  all of ATR's cash was  invested in money market
accounts.

Because the Company is emphasizing the  development of the Healthcare  Exchange,
the results of  operation  for the nine  months  ended March 31, 2003 may not be
indicative of results of operations for the year ended June 30, 2003.

Results of Operation

Healthcare Exchange

Healthcare Exchange Revenue.  The Company began operations with a limited number
of Providers in the quarter ending June 30, 2001. Providers submit bills to ATR,
who  reprices  the bills to the rate set by the  Providers,  including  adding a
transaction-processing  fee,  and  then  routes  them  to  Purchasers  or  their
intermediaries.  ATR receives  payments from  Purchasers on behalf of Providers,

                                       11
<PAGE>

and then remits payments to Providers.  The Company  recognizes  revenue for the
transaction-processing  fee  when  earned  and  the  Company  has  substantially
completed all of its obligations  under the contract.  During the three and nine
month  periods  ending March 31, 2003,  $829,011 and  $2,483,565  of revenue was
recognized, respectively, as compared to $430,308 and $792,402 for the three and
nine month periods  ending March 31, 2002.  The increase is primarily the result
of an  increase  in the  number  of  healthcare  providers  contracted  with the
Healthcare Exchange.

Healthcare  Exchange  Costs.  Healthcare  Exchange  costs are the  direct  costs
related to the  processing  of the bills  submitted  by  Providers  and payments
received  from  Purchasers.  These  costs  include the salary and other wage and
benefit costs of the Healthcare Exchange operations staff and the operating cost
of the application services provider and other technology  providers.  The costs
for the three and nine month  periods  ending  March 31, 2003 were  $597,562 and
$1,783,652,  respectively,  in comparison to $401,529 and $976,530 for the three
and nine month periods  ending March 31, 2002. As of March 31, 2003,  there were
32 operations staff members responsible for the processing of bills submitted by
Providers and payments received from Purchasers, compared to 18 operations staff
members as of March 31, 2002.

Selling, Marketing and Product Development Costs

In October 1999,  the Company began  incurring  costs to develop its  Healthcare
Exchange.  Costs incurred are primarily the salary, other wage and benefit costs
of ATR's employees and other  operational  costs  associated with recruiting the
network of healthcare providers.  The costs for the three and nine month periods
ending March 31, 2003 were $822,523 and $3,727,803,  respectively, in comparison
to $1,852,186  and  $4,903,843 for the three and nine month periods ending March
31, 2002.  The decrease is the result of reduction of sales staff to 19 at March
31, 2003 from 48 at March 31, 2002.

General and Administrative Expenses

General and  administrative  expenses were $546,603 and $2,001,035 for the three
and nine month  periods  ended March 31,  2003,  in  comparison  to $673,076 and
$1,778,955  for the three and nine month  periods  ending  March 31,  2002.  The
decrease for the three month period  ended March 31, 2003 in  comparison  to the
same period ended March 31, 2002 was the result of the  compensation  expense of
approximately  $135,600  recorded  during the three month period ended March 31,
2002 for the Company's Chairman and Chief Financial  Officer's  participation in
the January 2002 Private Placement of Common Stock. No such expense was recorded
for the three month  period  ended March 31,  2003.  The increase for nine month
period  ended March 31,  2003 in  comparison  to the same period  ended March 31
,2002 was  primarily  the result of  compensation  expense of $347,222  recorded
during the quarter ended December 31, 2002 for  additional  shares issued to the
Company's  Chairman  and  Chief  Financial  Officer  resulting  from  the  price
adjustment to the January 2002 Private  Placement of Common Stock,  in which Mr.
Cameron was an investor.  The  adjustment  was based on the closing price of the
October 2002 Private Placement of Common Stock of $1.00 per share.


                                       12
<PAGE>

Other Income (Expense)

Interest Income. Interest income is related to the short-term investment of cash
balances,  primarily  in money  market  accounts.  The change in the three month
period is not  significant,  and the  decrease  for the nine month period is the
result of reduced cash balances at March 31, 2003 as compared to the same period
in fiscal 2002.

Interest Expense to Third Party. Interest expense to third party of $319,604 and
$698,294,  for the three and nine month periods ending March 31, 2003,  resulted
primarily  from  the  fair  value  of  warrants  issued  in  connection  with  a
convertible note and the beneficial  conversion  feature of the convertible note
to third party,  which were recognized  through  interest  expense.  No interest
expense to third party was recognized during the same period in the prior fiscal
year.

Interest Expense to Stockholders and Directors. Interest expense to stockholders
and  directors of $149,233 and  $488,243 was  recognized  for the three and nine
month  periods  ending March 31, 2003 in comparison to $111,673 and $364,200 for
the three and nine month periods ending March 31, 2003.  This increase  resulted
primarily from the extension of stockholder  notes as of November 1, 2002, which
included a 2% fee.

Income Taxes

As of June 30, 2002 the Company had net operating loss carryforwards for federal
and state  income tax purposes of  approximately  $46,119,000  and  $26,245,000,
respectively.  The  federal  net  operating  loss  carryforwards  expire in 2004
through  2022 and the  state net  operating  loss  carryforwards  expire in 2002
through 2022. The Company also has approximately $98,000 and $25,000 of research
and  development  tax credit  carryforwards  for  federal  and state  income tax
purposes,   respectively.  The  federal  research  and  development  tax  credit
carryforwards expire in 2005.

In  connection  with the  Company's  initial  public  offering in August 1992, a
change of ownership  (as defined in Section 382 of the Internal  Revenue Code of
1986, as amended)  occurred.  As a result,  the  Company's  net  operating  loss
carryforwards  generated through August 20, 1992 (approximately  $1,900,000) are
subject to an annual limitation in the amount of approximately $300,000.

In 1993, a controlling interest of the Company's stock was purchased,  resulting
in a second  annual  limitation in the amount of  approximately  $398,000 on the
Company's ability to utilize net operating loss carryforwards  generated between
August 11, 1992 and September 13, 1993 (approximately $7,700,000).

In  accordance  with  provisions  of the  Internal  Revenue  Code  Section  382,
additional portions of the net operating loss carryforwards may be disallowed as
a result of additional changes in ownership of the Company.

The Company expects the  aforementioned  annual  limitations  will result in net
operating loss carryovers, which will not be utilized prior to the expiration of
the carryover period.

                                       13

<PAGE>


Liquidity and Capital Resources

For the nine month period ending March 31, 2003, the Company earned  revenues of
$2,483,565 but incurred a net loss of $6,204,560. Until the Company can generate
sufficient  revenue to finance its  operations,  the  Company  will have to seek
other financing. Traditionally, the Company has used a combination of equity and
debt  financing  and  revenue  generated  to fund  operations  but has  incurred
operating  losses  since its  inception,  which has  resulted in an  accumulated
deficit  of  $65,567,439  at  March  31,  2003.  The  Company  had cash and cash
equivalents of $1,173,455 and negative working capital of 7,322,944 at March 31,
2003. Such negative working capital includes a $1,000,000 convertible promissory
note due July 25, 2003.

During October 2002 the Company sold  4,125,000  shares of its common stock at a
purchase  price of $1.00 per  share.  The shares of common  stock  issued in the
private placement are restricted securities. Net proceeds from the offering were
$3,872,056.  In  connection  with the private  placement,  the  Company  engaged
Stonegate Securities, Inc. as placement agent who received a placement fee of 6%
on the gross proceeds  received from the sale of common stock placed by them and
a five year  warrant to purchase 10% of the common stock placed by them at $1.00
per share.  The  placement  of the common  stock was  exempt  from  registration
pursuant to Regulation D.

On July 26, 2002 Company received short-term  unsecured financing in the form of
a convertible  note of $1,000,000 from a lender.  This note bears interest at 8%
and is payable at the  earliest  of July 25,  2003 or when the  Company,  raises
$8,000,000 through debt or equity financing. All or a portion of the convertible
note may be  converted  into  shares of  common  stock at the lower of $1.00 per
share, the subscription per share price of the October 2002 Private Placement of
Common  Stock,  or if further  shares  are  offered at a price less than the per
share price of $1.00,  then the conversion  price will be equal to the per share
price  subsequently  offered by the Company.  In consideration  for the loan the
Company issued three  warrants.  The Company issued to the lender one warrant to
purchase 100,000 shares of common stock. The lender received a second warrant to
purchase  100,000 shares of common stock that became  exercisable as the Company
did not repay the convertible note within 180 days of the agreement.  The lender
received a third warrant to purchase  100,000 shares of common stock that may be
exercisable if the Company does not repay the  convertible  note within one year
of the  agreement.  Each of the  warrants  has an exercise  price of $1.00,  the
subscription  per share price of the October  2002  Private  Placement of Common
Stock,  or if  further  shares are  offered  at a lower  price per share at that
price.  When, and if, exercisable the lender may exercise these warrants through
July 26, 2009.

In connection  with the issuance of the Note and the First and Second  Warrants,
the Company  estimated the aggregate fair value of the First and Second Warrants
to be $254,000  using the  Black-Scholes  model.  In accordance  with EITF 98-5,
"Accounting for Convertible  Securities with Beneficial  Conversion  Features or
Contingently  Adjustable  Conversion  Ratios," and EITF 00-27,  "Application  of
Issue No. 98-5 to Certain  Convertible  Instruments," the Company has recognized
$299,878  and  $643,719  through  interest  expense for the three and nine month
periods  respectively,  ending March 31, 2003 for a portion of the fair value of
the First and Second Warrants and a portion of the beneficial conversion feature
of the Note,  which was  estimated  to be in total  $802,000.  The Company  will

                                       14
<PAGE>

record additional  amounts totaling $412,281 through interest expense until July
26, 2003 for the remaining  fair value of the First and Second  Warrants and the
beneficial  conversion  feature of the Note recorded at the initial  transaction
date, and in accordance with EITF 00-27,  the additional  beneficial  conversion
feature recorded in the quarter ending December 31, 2002 of $624,222 relating to
the reset of the conversion price of the Note from $2.25 to $1.00 per share.

During the period  between  January 9, 2002 and March 28, 2002, the Company sold
1,232,585 shares of its common stock at a purchase price of $2.25 per share. The
shares  of  common  stock  issued  in  the  private   placement  are  restricted
securities. Further pursuant to the private placement, it was agreed that in the
event that within one year from the final  closing the Company  sells  shares of
common stock, or securities  exercisable or convertible  into common stock, at a
price less than $2.25 per share,  the Company would issue  additional  shares to
these investors in an amount such that the overall  purchase price will be equal
to the lower,  subsequent  sales price.  The forgoing shall exclude common stock
that may be issued in connection with a merger,  as a dividend,  pursuant to the
exercise of outstanding options,  warrants and other convertible  securities and
pursuant to options  subsequently  issued to  employees.  Net proceeds  from the
offering were $2,742,519.  The proceeds from the private  placement were used to
fund  operations  and repay debt.  The  Company's  Chairman and Chief  Financial
Officer  purchased  222,222 shares of the Company's  common stock in the private
placement.  Because  the  purchase  price of such stock was less than the public
trading price on the date of purchase, the Company recorded compensation expense
of $138,583  during fiscal year 2002.  Resulting from the closing of the October
2002 Private Placement of Common Stock,  1,540,729 additional shares were issued
to these  investors  based on the October 2002 Private  Placement price of $1.00
per share.  Compensation  expense recorded during the quarter ended December 31,
2002,  for the  additional  shares  issued to the  Company's  Chairman and Chief
Financial Officer was $347,222.

As of June 30, 2002, the Company had received short-term, unsecured financing to
fund its operations in the form of notes payable of $4,636,352, from Mr. Cameron
and another stockholder.  These notes bear interest at 10.25%.  During the three
month period  ending  September  30,  2002,  Mr.  Cameron  loaned the Company an
additional  $619,000 bearing interest at 10.25% payable on December 31, 2002. On
November 1, 2002,  the Company agreed with Mr. Cameron to extend the due date on
notes payable to him until December 31, 2003 in exchange for an extension fee of
2%.  These  extended  notes total  $2,873,694,  including  accrued  interest and
extension fees, and bear interest at 10.25% per annum. Also on November 1, 2002,
the  Company  agreed  with the other  note  holder to extend the due date of his
convertible   promissory  notes  until  December  31,  2003.  These  convertible
promissory notes total $2,445,288,  including accrued interest, bear interest at
10.25% per annum and are convertible into common stock at $3.00 per share at the
note holder's option.

The Company  signed  agreements  effective in January  2001 with an  application
services provider to license,  support and run software to process medical bills
submitted  to the  Company's  Healthcare  Exchange.  The  agreements  are for 66
months.  The application  service  provider  required payment of an initial base
license fee of $250,000,  which is being amortized over 66 months,  and start-up
costs,  including  data  center  set up,  training  and  implementation  fees of
approximately  $145,000,  which were expensed.  The agreements  require  monthly
minimum payments,  currently of approximately $35,000, and additional fees, that

                                       15
<PAGE>

are  transaction  based,  if  volumes  exceed  levels  included  in the  monthly
minimums.

The Company's  Healthcare Exchange  development efforts will require substantial
funds prior to generating sufficient revenues to fund operations and repay debt.
Based on the steps the Company has taken to refocus  its  operations  and obtain
additional  financing,  the Company believes that it has developed a viable plan
to address the Company's  ability to continue as a going concern,  and that this
plan will enable the Company to continue as a going concern through at least the
end of fiscal 2003.  Although  during the nine months ended March 31, 2003,  the
Company earned gross profit, it continues to recognize net loss, (and expects to
recognize  net loss in the near  future  until the  Company's  business  plan is
successfully implemented.) No assurance can be given that the Company's business
plan will be  successfully  implemented.  Further,  if the Company  continues to
recognize  losses,  it will be  required  to raise  additional  capital  for its
operations. If the Company is unsuccessful in implementing its business plan or,
if required,  raising additional capital,  the Company may be required to reduce
the  development  efforts of its  Healthcare  Exchange or be forced into seeking
protection under federal bankruptcy laws. As a result, the report of independent
auditors  on the  Company's  June 30,  2002  financial  statements  includes  an
explanatory  paragraph indicating there is substantial doubt about the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification  of assets or the amounts and  classification of liabilities that
may result from the outcome of this uncertainty.

The following table represents the debt  requirements  pertaining to contractual
obligations of the Company over the next five years:

<TABLE>
<CAPTION>
<S>                                                   <C>               <C>           <C>            <C>            <C>

--------------------------------------------- ------------------------------------------------------------------------------
Contractual Obligations                                                  Payments Due by Period
--------------------------------------------- ------------------------------------------------------------------------------
                                                    Total         Less than 1      1-3 years       4-5 years      After 5
                                                                      year                                         years
--------------------------------------------- ------------------ --------------- --------------- -------------- ------------

Notes payable to stockholder                  $   2,873,694      $   2,873,694   $           -   $           -  $       -

Convertible notes payable to stockholder          2,445,288          2,445,288               -               -          -

Convertible note payable to third party           1,000,000          1,000,000               -               -          -

Operating  leases -  facilities - payable to
stockholder                                             360                120             240               -          -

Operating leases - equipment                        130,279             49,178          73,103           7,998          -

Application services provider                     1,989,141            619,992       1,369,149               -          -

--------------------------------------------- ------------------ --------------- --------------- -------------- ------------
Total contractual cash obligations            $   8,438,762      $   6,988,272   $   1,442,492   $       7,998  $       -
--------------------------------------------- ------------------ --------------- --------------- -------------- ------------

</TABLE>

During the quarter  ending  December 31, 2002, the  facilities  lease  agreement
between the Company and the Company's  Chairman and Chief Financial  Officer was
modified  to  reflect  an annual  base rent of $120 until  further  notice  from
lessor, in his sole and absolute discretion,  to return the rent to its previous
level.  To recognize  the estimated  market rate for this  transaction a monthly
expense  of  $11,424  is  recognized  through  rent  expense  and other  capital
contributions.

                                       16

<PAGE>

PART I   FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has notes payable in the aggregate  amount of $6,318,982 as of March
31, 2003  payable to two  stockholders  of the Company and another  lender.  The
notes bear  interest at 8% to 10.25% per annum and are due from July 25, 2003 to
December 31, 2003, or earlier if other funding is obtained. The Company does not
believe  that any change in  interest  rates will have a material  impact on the
Company during fiscal 2003.  Further,  the Company has no foreign operations and
therefore is not subject to foreign currency fluctuations.

Item 4. Controls and Procedures

Within the 90 days prior to the date of this Form 10-Q, the Company  carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's President and Chief Executive Officer along
with the Company's Chief Financial  Officer,  of the effectiveness of the design
and operation of the Company's  disclosure  controls and procedures  pursuant to
Exchange Act Rule 13a-14.  Based upon that evaluation,  the Company's  President
and Chief Executive  Officer along with the Company's  Chief  Financial  Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company required to
be included in this Form 10-Q.

There have been no significant  changes in the Company's internal controls or in
other factors,  which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.


                                       17

<PAGE>


PART II. OTHER INFORMATION

Item 1 Legal Proceedings
None

Item 2 Changes in Securities and Use of Proceeds

On January 25, 2003, in  consideration  of the  contributions to the Company the
Board of Directors  in a Unanimous  Written  Consent  approved the issuance of a
non-qualified option grant to Mr. Jeffrey S. McCormick, Chief Executive Officer,
to purchase up to  4,000,000  shares of common  stock at the  exercise  price of
$1.25 per share. The effective date of the Option Grant is November 7, 2002. The
option grant is to vest over a four year period,  commencing with the vesting of
the first 1,000,000 shares of the common stock on January 31, 2003.  Thereafter,
the option to purchase  additional  1,000,000  shares of the option  stock shall
vest on January 31 of each year through 2006.

Item 3 Defaults Upon Senior Securities
None

Item 4 Submission of Matters to a Vote of Security Holders
None

Item 5 Other Information

Pre-approval of Non-audit Services.  In accordance with Section 10A(i)(2) of the
Securities  Exchange Act of 1934, as added by Section 202 of the  Sarbanes-Oxley
Act of 2002, the Company is responsible for disclosing  non-audit services to be
performed by the Company's external auditors,  Ernst & Young LLP, that have been
pre-approved by the audit  committee.  Non-audit  services are defined by law as
services other than those provided in connection  with an audit of the financial
statements of the Company.  During the quarterly  period covered by this filing,
the audit committee approved the following non-audit  services:  assistance with
the filing of the  Company's  registration  statement on Form S-8. The nature of
the above  services is  considered by the Company to be  audit-related  services
that are closely related to the financial statement audit process.


Item 6 Exhibits and Reports on Form 8-K

     (a)  Exhibit   99.1   Certification   Pursuant   to  Section   906  of  the
          Sarbanes-Oxley Act.

     (b)  Reports on Form 8-K None

                                       18


<PAGE>




                                   SIGNATURES


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


                                          ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                                          (Registrant)


Dated: May 15, 2003


                                           /S/ JEFFREY S. MCCORMICK
                                           -------------------------------------
                                           Jeffrey S. McCormick
                                           Chief Executive Officer




                                           /S/ JAMES W. CAMERON, JR.
                                           -------------------------------------
                                           James W. Cameron, Jr.
                                           Chairman of the Board and
                                           Chief Financial Officer



                                       19

<PAGE>


                                  Certification

I, Jeff McCormick, certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Alternative
     Technology Resources, Inc. ("Registrant");

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

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

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

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

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

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

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

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

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

                                       20

<PAGE>

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

Date: May 15, 2003
                                   /S/ JEFFREY S. MCCORMICK
                                   ------------------------
                                   Jeffrey S. McCormick, Chief Executive Officer

                                       21

<PAGE>

I, James W. Cameron, Jr. certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Alternative
     Technology Resources, Inc. ("Registrant");

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

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

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

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

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

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

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

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

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

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<PAGE>


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

Date: May 15, 2003
                                  /S/ JAMES W. CAMERON, JR.
                                  -------------------------
                                  James W. Cameron, Jr., Chief Financial Officer