U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                   Form 10-QSB



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

     For the quarterly period ended March 31, 2000

     Commission file number   0-20468


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


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


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

                                 (916) 231-0400
                           (Issuer's telephone number)


                  (Former address if changed since last report)


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. Yes X No

Number of shares of common stock outstanding as of April 30, 2000:  55,237,007

<PAGE>2

PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements

                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                             Condensed Balance Sheet
                                 March 31, 2000
                                   (Unaudited)


                                     Assets

Current assets:
  Cash                                                            $   2,854,155
  Accounts receivable, net                                              198,235
  Prepaid annual service fee                                            250,000
  Other current assets, including notes receivable
    from employees and officers                                          58,384
                                                                  -------------
     Total current assets                                             3,360,774

Property and equipment:
  Equipment                                                              54,198
  Accumulated depreciation and amortization                              (5,415)
                                                                  -------------
    Property and equipment, net                                          48,783
                                                                  -------------
                                                                  $   3,409,557
                                                                  =============

                      Liabilities and Stockholders' Deficit

Current liabilities:
  Notes payable to stockholders                                   $   3,567,424
  Notes payable to directors                                             22,743
  Accounts payable to stockholders                                      535,292
  Accounts payable                                                      381,324
  Accrued payroll and related expenses                                  155,521
  Accrued preferred stock dividends                                     704,376
  Other current liabilities                                              97,116
                                                                  -------------
    Total current liabilities                                         5,463,796

Commitments and contingencies

Stockholders' deficit:
  Preferred stock, $6.00 par value - 1,200,000 shares
    authorized, 204,167 Series D shares issued and
    outstanding; liquidation preference value of $1,929,378           1,225,002
  Common stock, $0.01 par value - 100,000,000 shares
    authorized, 55,224,507 shares issued and outstanding                552,245
  Additional paid-in capital                                         35,838,230
  Accumulated deficit                                               (39,669,716)
                                                                  -------------
    Total stockholders' deficit                                      (2,054,239)
                                                                  -------------
                                                                  $   3,409,557

See accompanying notes to condensed financial statements.


<PAGE>3

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


<TABLE>
<CAPTION>

                                                            Three Months                         Nine Months
                                                           Ended March 31,                     Ended March 31,
                                                           ---------------                     ---------------
                                                       2000             1999               2000              1999
                                                       ----             ----               ----              ----
<S>                                             <C>                <C>             <C>                 <C>
Contract programming:
 Contract programming revenue                     $    543,133      $  1,543,432     $   2,188,410      $   5,063,195
 Contract termination fees                                   -            16,110             5,453             16,110
 Programmer costs                                     (377,446)       (1,077,778)       (1,483,913)        (3,640,597)
 Start-up and other costs                              (36,104)         (367,005)         (393,074)          (764,596)
                                                  ------------      ------------     -------------      -------------
    Contract programming gross profit                  129,583           114,759           316,876            674,112

Product Development Costs                             (307,854)                -          (543,674)                 -

Selling, general and administrative                   (322,242)         (315,094)         (876,722)          (957,439)
                                                  ------------      ------------     -------------      -------------
Loss from operations                                  (500,513)         (200,335)       (1,103,520)          (283,327)

Other income (expense):
 Interest income                                        23,588                 -            42,495                  -
 Interest expense                                     (173,457)         (117,865)       (2,792,114)          (405,459)
                                                  ------------      ------------     -------------      -------------
                                                      (149,869)         (117,865)       (2,749,619)          (405,459)
                                                  ------------      ------------     -------------      -------------
Net loss                                          $   (650,382)     $   (318,200)    $  (3,853,139)     $    (688,786)
                                                  ============      ============     =============      =============
Preferred stock dividends in arrears                   (30,625)          (30,625)          (91,875)           (91,875)
                                                  ------------      ------------     -------------
Net loss applicable to
  common stockholders                             $   (681,007)     $   (348,825)    $  (3,945,014)     $    (780,661)
                                                  ============      ============     =============      =============
Net loss per share                                $      (0.01)     $      (0.01)    $       (0.08)     $       (0.03)
                                                  ============      ============     =============      =============

Shares used in per share calculations               55,056,986        26,131,484        48,702,083         26,124,107
                                                  ============      ============     =============      =============

</TABLE>


See accompanying notes to condensed financial statements.

<PAGE>4


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


                                                             Nine Months
                                                           Ended March 31,
                                                           ---------------
                                                        2000            1999
                                                        ----            ----

Net cash used in operating activities               $  (1,247,688)  $  (374,657)
                                                    -------------   -----------
Cash flows from investing activities:
  Purchase of property and equipment                      (54,198)            -
                                                    -------------   -----------
Cash flows from financing activities:
  Proceeds from sale of common stock                    3,712,346             -
  Proceeds from exercise of options and warrants          120,584             -
  Proceeds from notes payable to stockholders             342,834     1,079,150
  Proceeds from notes payable to directors                  2,780         2,770
  Payments on notes payable to stockholders               (33,500)     (777,625)
  Payments on notes payable to directors                  (21,646)            -
                                                    -------------   -----------
Net cash provided by financing activities               4,123,398       304,295
                                                    -------------   -----------
Net increase (decrease) in cash                         2,821,512       (70,362)
Cash at beginning of period                                32,643        89,696
                                                    -------------   -----------
Cash at end of period                               $   2,854,155   $    19,334
                                                    =============   ===========

See accompanying notes to condensed financial statements.

<PAGE>5


PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements


                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                     Notes to Condensed Financial Statements
                                 March 31, 2000

                                   (Unaudited)

Note 1 - Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles 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 generally  accepted  accounting  principles  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-KSB for
the fiscal year ended June 30, 1999.

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, 2000,
results of operations  for the three and nine month periods ended March 31, 2000
and 1999,  and cash flows for the three and nine months ended March 31, 2000 and
1999.  The  results  for the period  ended  March 31,  2000 are not  necessarily
indicative  of the results to be expected for the entire fiscal year ending June
30, 2000.

The report of  independent  auditors on the Company's  June 30, 1999,  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  uncertainties  related
to  the   recoverability  and  classification  of  assets  or  the  amounts  and
classification  of liabilities that may result from the inability of the Company
to  continue  as a going  concern.  Based on the steps the  Company has taken to
refocus its operations, 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  until at least
quarter  end March 31,  2001.  However,  considering,  among other  things,  the
Company's  historical operating losses, the expected substantial cost to develop
and establish the Company's Internet medical provider network (IPN) [see Part I,
Item 2  "Management's  Discussion  and  Analysis  and Results of  Operations  --
Overview"], and its history in the contract computer programming industry, there
can be no assurance that this plan will be successfully implemented. The Company
does not expect to generate  positive  cash flow from  operations  during fiscal
2000 or to be able to pay off current obligations, fund the establishment of its
IPN  or  grow  its  computer  programmer   business.   Therefore,   the  Company
contemplates  needing to raise  additional  financing  during  fiscal 2000,  the
receipt of which cannot be assured.

<PAGE>6

PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements



Note 2 - Financing Arrangements

See  Part I,  Item 2  "Management's  Discussion  and  Analysis  and  Results  of
Operations -- Liquidity and Capital Resources."

Since  September  1999, the Company has received  $1,150,347 in private sales of
its common stock at an average  price of $3.08 per share,  and in January  2000,
the Company  received  $2,561,999 in another private sale at an average price of
$3.59 per share.

Note 3 - Healtheon Agreement

In  September  1999  the  Company  entered  into  an  agreement  with  Healtheon
Corporation  to allow  under  insured  and  uninsured  healthcare  consumers  to
register  to use ATR's IPN,  when (and if) it is  developed,  through the use of
Healtheon's WebMD Internet consumer portal.  The agreement provides for start up
development  fees to Healtheon  estimated to cost  $160,000.  The agreement also
requires  payment to Healtheon of $250,000  upon a promotional  announcement  of
ATR's IPN program on Healtheon's Internet portal, and a sharing of revenues when
operational.  This $250,000 is an annual  service fee to be amortized  over a 12
month period  beginning at the  commencement  of  operations.  Operations are to
begin no later than six months following  acceptance of the application software
or when the IPN has 100,000  primary care providers,  whichever is earlier.  The
agreement  term is three years,  but subject to  modification  or  withdrawal of
services by Healtheon with certain  financial  penalties.  In addition,  revenue
sharing is subject to  renegotiation  on an annual  basis  based on the date the
program becomes operational.

On October  12,  1999,  the  Company  and  Healtheon  received a letter from the
California  Department  of  Corporations  ("DOC")  inquiring  whether or not the
Company's  proposed  services,  when offered to California  consumers  under the
agreement  with  Healtheon,  may constitute a health care service plan requiring
the  Company to be licensed  with the DOC in  California.  The Company  does not
believe that its  proposed  business  services  constitute a health care service
plan.  The  Company  has  provided  additional  documentation  in support of its
position to the DOC. No assurance  can be given that the DOC will agree with the
Company's  position.  If the DOC determines that the Company's proposed business
services  constitute a health care service  plan,  the Company will consider its
options  including  licensing with the DOC or  restructuring  its agreement with
Healtheon.

<PAGE>7


PART I.   FINANCIAL INFORMATION
Item 2.   Management's Discussion and Analysis 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 10-KSB for the fiscal year
ended June 30, 1999.

Overview

Alternative  Technology  Resources,  Inc. ("ATR" or the  "Company"),  a Delaware
corporation, was founded in 1989 to develop and sell computer integrated medical
laboratory information systems ("LIS"). The Company operated under the name 3Net
Systems, Inc. and was never successful in the LIS market.  Therefore,  in fiscal
1996, the Company  stopped new system  development and later decided to exit LIS
entirely.

During  fiscal  1997,  the Company  changed its name to  Alternative  Technology
Resources,  Inc.  and focused its efforts on its computer  programmer  placement
business  whereby  it  recruited  experienced,  qualified  computer  programmers
primarily from the former Soviet Union,  obtained  necessary  visas,  and placed
them for assignment in the United States.  ATR's computer  programmer  placement
business has not generated and currently is not generating  sufficient cash flow
to support operations. Further, there has been a decline in contract programming
revenues  caused by the  non-renewal  of programmer  contracts from a high of 96
programmers at customer  locations  during fiscal year 1999 to 24 programmers as
of March 31, 2000.

In line with its business  strategy to focus on the establishment of an Internet
medical  provider  network  (IPN),  the Company  suspended  recruitment  for the
contract programming division in December 1999 and is pursuing the conversion of
individual  programmer contracts to strategic partners,  in those cases when the
end customer does not want to hire H-1B employees,  or converting programmers to
be the end  customer  employees.  In all  cases  the  strategic  partner  or end
customer will apply for new H-1B visas for each programmer and upon approval the
programmers will be hired as their employees.

In August 1999, ATR decided to pursue the  establishment  of an IPN. The Company
plans to use  current  managements  experience  in  healthcare  and  information
technology to offer the nation's  600,000 plus medical  providers the ability to
more  directly  link their  practice  via the  Internet to parties  that pay for
medical  services.  ATR is initially  focusing on those  consumers who are under
insured and the 44 million  Americans who are uninsured.  In September 1999, the
Company  entered into an agreement  with  Healtheon  Corporation  to allow under
insured  and  uninsured  consumers  to  register  to use ATR's  IPN,  when it is
developed,  through the use of Healtheon's  WebMD Internet  consumer portal.  In
October  1999,  the Company began its IPN  development  efforts and is currently
establishing   satellite  offices  throughout  the  country  to  facilitate  the
contracting  of medical  providers.  No assurance  can be given that the Company
will be able to develop  and  market an IPN,  or if  developed,  that it will be
profitable.

<PAGE>8

PART I.   FINANCIAL INFORMATION
Item 2.   Management's Discussion and Analysis and Results of Operations

Results of Operation

Contract programming

Contract  Programming  Revenue.  Contract  programming revenue results primarily
from sales of programmer services.  Revenue for the three and nine month periods
ended  March  31,  2000  decreased  $1,000,000  or 65%  and  $2,875,000  or 57%,
respectively,  over the same periods of the previous year.  This decrease is due
to a reduction in the average number of contract programmers working at customer
sites in the periods  ended March 31, 2000,  compared to the same periods in the
prior year.  There was an average of 25 and 34 programmers at customer sites for
the three and nine month  periods ended March 31, 2000 compared to 77 and 87 for
the same  periods  ended March 31,  1999.  Two events in the last half of fiscal
1999  began to impact  ATR's  results of  operations:  customers  moving  toward
utilizing  individual  programmers  or small (2 to 4 people)  programming  teams
rather than large programming  teams, and several customers choosing to exercise
a contract termination provision which allowed them to convert, for a fee, ATR's
programmers  to their  employees.  As a  result,  when  contracts  with  several
customers  approached  their  termination  date,  they were either not  renewed,
renewed for a fewer number of programmers,  or programmers converted to customer
employees.  This conversion process has been escalated by the Company during the
three  month  period  ended  March 31,  2000 to enable it to focus its  business
strategy toward the Internet medical provider division, (see Overview above).

Contract  Termination Fees. Contract  termination fees are amounts received from
customers  when they  exercise  the  contract  provision,  which  allows them to
convert ATR's programmer to their employee. In addition,  these fees can also be
received  from  programmers  when they  exercise  their  contract  provision  to
terminate their  relationship  with the Company prior to the termination date of
their  contract.  These fee amounts are  stipulated  in customer and  programmer
contracts, are based on the length of time remaining under the contract, and are
recognized  as revenue  when such  contract  provisions  are  invoked.  Although
contract  termination fees are common in the industry,  the number and frequency
of exercises of the "buy-out" provisions is unpredictable.

Programmer  Costs.  Programmer costs are the salary,  and other wage and benefit
costs of ATR's programmer  employees.  These costs decreased 65% and 59% for the
three and nine month  periods  ended March 31, 2000 compared to the same periods
last year.  This  decrease is  primarily  due to the  reduction in the number of
contract  programmers  working at customer sites as discussed above in "Contract
Programming Revenue".

Start-up and Other Costs.  Start-up and other costs are the costs of recruiting,
training,  and travel for programmer  employees coming to the United States from
the Former Soviet Union for the first time,  relocation  costs within the United
States,  and  legal  and  other  costs  related  to  obtaining  and  maintaining
compliance with required visas, postings and notifications.

<PAGE>9

PART I.   FINANCIAL INFORMATION
Item 2.   Management's Discussion and Analysis and Results of Operations

Included  in this  category  of  costs  is  compensation  paid  by ATR  whenever
programmer employees are hired and enter the United States or are relocated once
in the United States but before these  programmers begin working at a customer's
work site. There are times when under  immigration  law, ATR, as employer,  must
pay a  programmer  employee  at least  95% of  prevailing  wages  for his or her
specialty even when the programmer is not placed.

ATR  expenses  start-up  and other costs as  incurred,  which  results in timing
differences  between the  incurring  of expense  and  recognition  of  resulting
revenue.  Such differences may be particularly  evident in ATR's case because of
its  relatively  small revenue base. The affect may be  particularly  noticeable
whenever the timing of  placement  of employees is such that the major  start-up
costs occur late in one reporting  period and the revenues  appear in subsequent
periods.

Start-up and other costs  decreased  $331,000 and $372,000 in the three and nine
month  periods  ended March 31, 2000,  as compared to the same periods in fiscal
1999.  This decrease is due to a decrease in the number of programmers  who were
in the United  States but not working at customer  sites,  none during the third
quarter of fiscal  2000  compared  to an  average of 14 in the third  quarter of
fiscal 1999 and 3 in the nine months  ended March 31, 2000  compared to 7 in the
nine months ended March 31, 1999.

Contract  Programming  Gross  Profit.  The gross profit on contract  programming
revenue  was 24% and 14% for the three and nine month  periods  ended  March 31,
2000, respectively, compared to 7% and 13% for the same periods in fiscal 1999.

Increase  for the 3 month  period is  primarily  due to start up and other costs
being a lower proportion of revenue in fiscal 2000 at 7% compared to fiscal 1999
at 24%. This is the result of the  significant  reduction of  recruitment  as of
December 31, 1999 (see Overview above).

Product Development Costs

In October  1999 the Company  began its IPN  product  development  costs.  Costs
incurred consist of developing the network of healthcare providers.

Selling, General and Administrative Expenses

Selling,  General and Administrative  Expenses  ("SG&A").  SG&A expenses for the
three month period  ending March 31, 2000 shows an increase of $7,000 or 2%. The
nine month  period  shows a  decrease  of  $81,000  or (8%) due  primarily  to a
decrease in non-cash  employee  compensation  related to stock  grants in fiscal
1999 to the Company's former Chief Executive Officer.

Other Income (Expense)

Interest  Income.  Interest  income is related to short term  investment of cash
balances and to notes receivable from employees and officers of the Company.  No
such investments or notes receivable existed in fiscal 1999.

<PAGE>10

PART I.   FINANCIAL INFORMATION
Item 2.   Management's Discussion and Analysis and Results of Operations


Interest  Expense.  Interest expense increased $56,000 in the three months ended
March 31, 2000  primarily due to extending the maturity date on notes payable to
stockholders.  Interest  expense  increased  $2,387,000 in the nine months ended
March 31, 2000,  compared to the same period in the prior fiscal year due to the
benefit  accruing to the note  holders of amending the  conversion  terms of the
$1,000,000 convertible note (see "Liquidity and Capital Resources").

Income Taxes

As of June 30,  1999,  the Company had a net  operating  loss  carryforward  for
federal  and  state   income  tax  purposes  of  $25  million  and  $5  million,
respectively.  The federal net operating loss carryforward  expires in the years
2006 through 2018 and the state net operating loss carryforward  expires in 1999
through 2004.  The Company  expects that annual  limitations  on the use of loss
carryforwards generated before September 13, 1993 will result in $4.1 million of
net  operating  loss  carryovers,  which  will  not  be  utilized  prior  to the
expiration of the carryover period.

Net Loss

Net loss increased  $3,164,000 for the nine months ended March 31, 2000 compared
to the same  period in fiscal  1999  primarily  due to the  increase in interest
expense,  decrease in contract  programming  gross  margin,  and  beginning  IPN
development efforts.

Basic and Diluted Net Loss Per Share

The  Company's  net loss per share has been  computed by dividing net loss after
deducting  Preferred Stock dividends  ($30,625 in each of the three months ended
March 31, 2000 and 1999,  and $91,875 in each of the nine months ended March 31,
2000 and 1999,  respectively) by the weighted average number of shares of common
stock  outstanding  during the periods  presented.  Common stock  issuable  upon
conversion of Preferred  Stock,  common stock options and common stock  warrants
have been excluded from the net loss per share  calculations  as their inclusion
would be anti-dilutive.

Liquidity and Capital Resources

The Company has used a  combination  of equity and debt  financing  and internal
cash flow to fund  operations and finance  accounts  receivable but has incurred
operating losses since its inception.

As a result, the report of independent  auditors on the Company's June 30, 1999,
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
uncertainties  related to the recoverability and classification of assets or the
amounts and  classification of liabilities that may result from the inability of
the Company to continue as a going  concern.  Based on the steps the Company has
taken to refocus its  operations,  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
the end of quarter end March 31, 2001. However, considering, among other things,
the Company's  historical  operating  losses,  the expected  substantial cost to

<PAGE>11

PART I.   FINANCIAL INFORMATION
Item 2.   Management's Discussion and Analysis and Results of Operations


develop  and  establish  the  Company's  IPN,  and its  history in the  contract
computer programming industry,  there can be no assurance that this plan will be
successfully implemented.  The Company does not expect to generate positive cash
flow  from  operations  during  fiscal  2000 or to be  able  to pay off  current
obligations  and fund the  establishment  of its IPN.  Therefore,  as  discussed
further below, the Company  contemplates  needing to raise additional  financing
during fiscal 2000, the receipt of which cannot be assured.

The Company has received  short-term,  unsecured  financing in the form of notes
payable of  $3,567,424  in the  aggregate  from two  stockholders,  Mr. James W.
Cameron,  Jr.,  Chairman of the Board of the  Company  and Dr. Max Negri.  These
notes bear interest at 10.25%.  Effective January 1, 2000,  Messrs.  Cameron and
Negri  extended  the  maturity  date on all notes  payable  originally  maturing
December  31, 1999,  to the earlier of December  31,  2000,  or such time as the
Company  obtains equity  financing,  in return for an extension fee of 2% of the
amounts  extended.  In addition,  interest accrued on these notes as of December
31, 1999, was included in the extended principal amounts.

Although  the Company has not entered into any written  agreements  with Messrs.
Cameron  or Negri,  management  believes,  based on  discussions  with these two
individuals,  that they will continue to fund operations and extend the maturity
dates of the various  notes payable until at least March 31, 2001, or until such
time as the Company can repay the notes. However, there can be no assurance that
events may arise  which may affect  these  stockholders'  ability to finance the
Company or that the Company may experience  significant and  unanticipated  cash
flow  problems,  which may cause  these two  stockholders  to  reconsider  their
investment.

On April 21, 1997,  the Company  issued an unsecured note payable (the "Straight
Note") to Mr.  Cameron  for  $1,000,000  in  accordance  with the  Reimbursement
Agreement  the Company  signed on February 28, 1994.  Terms of the note provided
for an interest rate of 9.5% and monthly interest payments. No maturity date was
stated in the note;  however,  under the terms of the  Reimbursement  Agreement,
upon written  demand by Mr.  Cameron,  the Straight Note was to be replaced by a
note convertible into ATR's common stock (the "Convertible Note") in a principal
amount equal to the  Straight  Note and bearing  interest at the same rate.  The
conversion price of the Convertible Note was equal to 20% of the average trading
price of the  Company's  common stock over the period of ten trading days ending
on the trading day next preceding the date of issuance of such Convertible Note.

Subsequent to June 30, 1999, Mr.  Cameron  disposed of a portion of his interest
in the Straight  Note,  reducing  the balance due him to $711,885,  plus accrued
interest.  On August 19, 1999, the Company's Board of Directors  agreed with the
Straight Note holders to fix the  conversion  price of the  Convertible  Note to
$0.044 in exchange for the Straight and/or  Convertible  Notes ceasing to accrue
interest  as of that date.  Because of the  decline  in  revenues  caused by the
non-renewal  of programmer  contracts and the steady decline in the quoted value
of the Company's common stock at that time (trading price was at $0.25 on August
19,  1999),  the Board  agreed it was in the best  interest  of the  Company  to
eliminate the future market risk that the  conversion  price become lower than a
fixed  conversion  price of $0.044.  The benefit  accruing  to the note  holders

<PAGE>12

PART I.   FINANCIAL INFORMATION
Item 2.   Management's Discussion and Analysis and Results of Operations

resulting from the amendment to the conversion  terms, as measured on August 19,
1999,  was  approximately  $2.4 million and was recorded as additional  interest
expense in the quarter ended September 30, 1999.

Subsequent  to August 19, 1999,  Mr.  Cameron  elected to replace his  remaining
interest in the Straight Note, including accrued interest,  with the Convertible
Note and then  simultaneously  converted the  Convertible  Note into  19,762,786
shares of ATR's  common  stock.  All other  Straight  Note  holders  have  since
replaced their Straight Notes,  including  accrued  interest,  with  Convertible
Notes and converted such Convertible Notes into an aggregate of 7,998,411 shares
of the Company's common stock.

On August 26, 1999, Mr. Cameron, the Company's majority stockholder,  joined the
Board of  Directors  and assumed the position of Chairman of the Board and Chief
Executive Officer (CEO).  Under Mr. Cameron's  direction,  ATR decided to pursue
the establishment of an IPN (see Part I, Item 1, "Note 3 - Healtheon  Agreement"
and Part I, Item 2, "Management's Discussion and Analysis -- Overview").

In February 2000 Mr. Cameron  resigned as the Company's CEO and named Jeffrey S.
McCormick as his replacement.  Mr. Cameron will remain active in the Company and
continue as Chairman of the Board.

Since  September  1999, the Company has received  $1,150,347 in private sales of
its common stock at an average  price of $3.08 per share,  and in January  2000,
the Company  received  $2,561,999 in another private sale at an average price of
$3.59 per share.

The Company has incurred  operating losses since inception,  which have resulted
in an  accumulated  deficit of  $39,669,716 at March 31, 2000. The Company had a
working capital deficit and a stockholders'  deficit of $2,054,239 each at March
31, 2000. Going forward,  ATR's IPN development efforts will require substantial
funds prior to generating revenues.  Therefore, ATR has engaged a New York based
financial  and  investment  banking firm to assist the Company in raising $20 to
$40 million through the private  placement of common stock.  The actual price of
the common stock has yet to be determined. The placement is expected to close in
the second quarter of this calendar year,  however,  the timing of the placement
or  ability  to  successfully  complete  at any  level  cannot  be  assured.  If
successful  the proceeds from the private  placement will be used to develop the
Company's  proposed IPN. The common stock to be issued in the proposed  offering
will not be  registered  with the SEC and may not be  offered  or  resold in the
United States without  registration or an exemption from registration.  Although
there can be no assurance that  additional  financing can be obtained or that if
obtained such financing will be sufficient to prevent the Company from having to
materially  reduce its level of operations or be forced to seek protection under
federal  bankruptcy laws,  management of ATR believes that sufficient  financing
will be available until  operations can be internally  funded.  Ultimately,  ATR
will need to achieve a profitable level of operations to fund growth to meet its
obligations when they become due.

<PAGE>13

PART I.   FINANCIAL INFORMATION
Item 2.   Management's Discussion and Analysis and Results of Operations


Effects of Inflation

Management does not expect  inflation to have a material effect on the Company's
operating expense.


PART II.  OTHER INFORMATION

Items 1, 2, 3, 4, 5

None

Item 6

(a)     None

(b)     Reports on 8-K

The Company filed a Form 8-K on February 17, 2000,  announcing the engagement of
a New York based financial and investment  banking firm to assist the Company in
a proposed  private  placement of common stock.  If successful the proceeds from
the private  placement will be used to develop the Company's  proposed  Internet
medical provider network.

<PAGE>14

                                   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 9, 2000                 /s/   EDWARD L. LAMMERDING
                                    ------------------------------------------
                                         Edward L. Lammerding
                                         Chief Financial Officer
                                         (Principal Financial Officer)