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 September 30, 2000

                         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 of            (IRS Employer Identification No.)
 incorporation or organization)


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

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


                  (Former address if changed since last report)


Check 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

Number of shares of common stock outstanding as of October 31, 2000:  59,291,577


<PAGE>2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                            Condensed Balance Sheets
                                   (Unaudited)

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

                                                                        Fiscal Quarter      Fiscal Year End
                                                                        September 30,           June 30,
                                                                             2000                 2000
                                                                        -----------------    -----------------
                               Assets
Current assets:
  Cash and cash equivalents                                            $   10,082,493       $    1,909,421
  Trade accounts receivable                                                   105,495               98,128
  Other current assets                                                         39,907               84,183
                                                                        -----------------    -----------------
Total current assets                                                       10,227,895            2,091,732
                                                                        -----------------    -----------------
Property and equipment:
  Equipment and software                                                      227,387              175,415
  Accumulated depreciation and amortization                                   (31,256)             (14,444)
                                                                        -----------------    -----------------
  Property and equipment, net                                                 196,131              160,971
                                                                        -----------------    -----------------
Prepaid annual service fee                                                    250,000              250,000
                                                                       -----------------    -----------------

                                                                       $   10,674,026       $    2,502,703
                                                                       =================    =================
           Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
  Accounts payable and accrued interest payable to stockholders        $      488,542       $      613,630
  Notes payable to directors                                                        -               23,324
  Trade accounts payable                                                      109,257               97,205
  Accrued payroll and related expenses                                        146,375              167,507
  Accrued preferred stock dividends                                           283,195              735,001
  Other current liabilities                                                   210,091              273,018
                                                                       -----------------    -----------------
Total current liabilities                                                   1,237,460            1,909,685
                                                                       -----------------    -----------------

  Convertible notes payable to stockholder                                  2,288,815                    -
  Notes payable to stockholder(s)                                           1,511,635            3,567,424
                                                                       -----------------    -----------------
Total notes payable to stockholders                                         3,800,450            3,567,424
                                                                       -----------------    -----------------

Commitments and contingencies

Stockholders' equity (deficit):
  Convertible  preferred stock, $6.00 par value - 1,200,000 shares
   authorized, 204,167 shares designated Series D issued and
   outstanding  at June 30, 2000; liquidation preference value of
   $1,960,003 at June 30, 2000                                                      -            1,225,002

  Common stock, $0.01 par value - 100,000,000 shares authorized;
    59,266,577 shares issued and outstanding at September 30, 2000
    (55,329,605 at June 30, 2000)                                             592,666              553,297
  Additional paid-in capital                                               48,883,299           35,879,513
  Accumulated deficit                                                     (43,839,849)         (40,632,218)
                                                                        -----------------    -----------------
Total stockholders' equity (deficit)                                        5,636,116           (2,974,406)
                                                                        -----------------    -----------------
                                                                       $   10,674,026       $    2,502,703
                                                                       =================    =================

</TABLE>

See accompanying notes to condensed financial statements.


<PAGE>3

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


                                                                Three Months Ended
                                                                   September 30,
                                                            2000                   1999
                                                    --------------------    ------------------


Contract Programming

   Contract programming revenue                      $       178,019         $       944,651
   Contract termination fees                                       -                   5,250
   Programmer costs                                         (129,602)               (652,063)
   Start-up and other costs                                   (6,200)               (203,124)
                                                     --------------------    ------------------
Contract programming gross profit                             42,217                  94,714

Product development costs                                 (1,057,426)                      -

Selling, general and administrative                       (2,141,486)               (276,944)
                                                     --------------------    ------------------
Loss from operations                                      (3,156,695)               (182,230)

Other income (expense)
   Interest income                                            80,736                  11,109

   Interest expense to stockholders and directors           (131,672)             (2,523,511)
                                                     --------------------    ------------------
Total other income (expense)                                 (50,936)             (2,512,402)
                                                     --------------------    ------------------
Net loss                                             $    (3,207,631)        $    (2,694,632)
                                                     ====================    ==================
Preferred stock dividends in arrears                        (886,142)                (30,625)
                                                     --------------------    ------------------
Net loss applicable to common stockholders           $    (4,093,773)        $    (2,725,257)
                                                     ====================    ==================
Net loss per share                                   $         (0.07)        $         (0.07)
                                                     ====================    ==================
Shares used in per share calculations                     56,695,586              36,818,746
                                                     ====================    ==================

</TABLE>

See accompanying notes to condensed financial statements.


<PAGE>4
                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                       Condensed Statements of Cash Flows
                                   (Unaudited)


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

                                                                Three Months Ended
                                                                   September 30,
                                                            2000                   1999
                                                     --------------------    ------------------

Net cash used in operating activities                $    (1,575,969)        $     (5,848)

Cash flows used in investing activities:
   Purchase of property and equipment                        (51,972)                   -

Cash flows from financing activities:
   Proceeds from sale of common stock                      9,564,644              826,553
   Proceeds from exercise of options and warrants             26,666                    -
   Proceeds from notes payable to stockholders               233,027               33,500
   Payments on notes payable to stockholders                       -              (33,500)

   Proceeds from notes payable to directors                        -                  930
   Payments on notes payable to directors                    (23,324)                   -
                                                     --------------------    ------------------
Net cash provided by financing activities                  9,801,013              827,483
                                                     --------------------    ------------------

Net increase in cash                                       8,173,072              821,635
Cash at beginning of period                                1,909,421               32,642
                                                     --------------------    ------------------
Cash at end of period                                $    10,082,493         $    854,277
                                                     ====================    ==================

</TABLE>

See accompanying notes to condensed financial statements.


<PAGE>5

                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                     Notes to Condensed Financial Statements
                               September 30, 2000

                                   (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,
2000.

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 September 30 and
June 30, 2000, results of operations for the three month periods ended September
30, 2000 and 1999, and cash flows for the three months ended  September 30, 2000
and  1999.  The  results  for  the  period  ended  September  30,  2000  are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending June 30, 2001.

The  Company has taken steps to refocus  its  operations  and obtain  additional
financing,  and  believes  that is has  developed a viable plan to continue as a
going concern, at least through the end of fiscal year 2001. However,  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
2001 to be able to pay off  obligations  and  pursue  the  establishment  of the
Internet  Exchange [see Part I, Item 2 "Management's  Discussion and Analysis of
Financial  Condition  and Results of  Operations -  Overview"];  therefore,  the
Company  has  raised  additional  financing  during  fiscal  2001,  as  well  as
negotiated deferral of payment under its existing  obligations [see Part I, Item
2  "Management's  Discussion and Analysis of Financial  Condition and Results of
Operations - Liquidity and Capital Resources"].

Note 2 - Financing Arrangements

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




<PAGE>6


PART II.  OTHER  INFORMATION
Item 2    Managements  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 10-K for the fiscal year
ended June 30, 2000.

Overview

Alternative  Technology Resources,  Inc. ("ATR" or the "Company") was founded as
3Net Systems,  Inc. in 1989 to develop and sell medical  laboratory  information
systems.  In 1996,  the Company  began to focus on the  business of  recruiting,
hiring,  training and placing foreign computer  programmers with U.S.  companies
and soon changed its name to Alternative Technology Resources, Inc.

In August 1999,  James W. Cameron,  Jr.,  ATR'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  an  Internet  Exchange  for
healthcare services under the name "DoctorAndPatient." In line with its business
strategy  to focus on the  establishment  of an Internet  Exchange,  the Company
suspended recruitment for the contract programming division in December 1999 and
is pursuing the  conversion  of computer  programmers  to become the  customers'
employees.

In February  2000,  Jeffrey S.  McCormick  assumed  the  position of ATR'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 ATR's CEO, Mr. McCormick is responsible for all phases of
development,  implementation  and  operation  of ATR's  Internet  Exchange.  Mr.
Cameron  still acts as  Chairman  and  expects to continue to play an active and
substantial role in formulating ATR's business strategy and policy.  Mr. Cameron
and Mr.  McCormick  have focused ATR on using the  experience of the  management
team in  health  care and  information  technology  to  establish  the  Internet
Exchange.  The  development  of this business has become the  Company's  primary
focus.

At present, ATR is in the early stages of developing the Internet Exchange.  The
Company is currently recruiting medical doctors,  medical groups,  hospitals and
other  health  care  practitioners  (collectively,  "Providers")  to offer their
services,  on a  non-exclusive  basis, to individuals and others who purchase or
facilitate  the  purchase of health care  services  ("Purchasers").  ATR is also
evaluating potential technology vendors and developing a proof of concept, which
it believes it will test in the current fiscal year. The purpose of the Internet
Exchange  is  to  utilize  the  Internet  and  other   technologies  to  provide

<PAGE>7

PART II.  OTHER  INFORMATION
Item 2    Managements  discussion  and  Analysis  of Financial Condition and
          Results of Operations


administrative,  billing  and  re-pricing  services,  as  well as a  direct  and
efficient connection between Providers and Purchasers and/or their agents.

ATR will not  provide  health  care  services,  but rather  expects to act as an
intermediary  between  Providers and  Purchasers  that should  benefit both. ATR
believes that  eliminating  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.

Financial Condition

Cash and cash equivalents  increased  approximately  $8.2 million since June 30,
2000 primarily as a result of the Company selling 3,333,334 shares of its common
stock at a price of $3.00 per share in a private  placement  in August 2000 [See
Part I, Item 2 "Management's  Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."]. The transaction was
also the primary cause for the Company's  stockholders' deficit of $2,974,406 at
June 30, 2000 becoming positive  stockholders' equity of $5,636,116 at September
30, 2000. At September 30, 2000  substantially all of ATR's cash was invested in
money market accounts.

Because the Company is emphasizing the development of the Internet  Exchange and
phasing out its contract programming services,  the results of operation for the
three  months  ended  September  30,  2000 may not be  indicative  of results of
operations for the year ended June 30, 2001.

Results of Operation

Contract programming

Contract  Programming  Revenue.  Contract  programming revenue results primarily
from sales of  programmer  services.  Revenue for the three month  period  ended
September  30,  2000  decreased  $767,000  or 81%,  over the same  period of the
previous year. This decrease is due to a reduction in the monthly average number
of contract  programmers working at customer sites in the period ended September
30,  2000,  compared to the same period in the prior year.  This  decline in the
number of  programmers at customer sites started in the last half of fiscal year
1999 is due to several  customers  choosing to  exercise a contract  termination
provision which allowed them to convert,  for a fee, ATR's  programmers to their
employees.  The Company  escalated this  conversion  process during fiscal years
2000 and 2001 to enable it to focus its business  strategy toward developing its
Internet Exchange for healthcare services.

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

<PAGE>8

PART II.  OTHER  INFORMATION
Item 2    Managements  discussion  and  Analysis  of Financial Condition and
          Results of Operations


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 80% for the three
month period  ended  September  30, 2000  compared to the same period 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.

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.

Start-up  and other costs  decreased  $197,000 in the three month  period  ended
September 30, 2000, as compared to the same period in fiscal 2000. This decrease
is due to ceasing to recruit  programmer  employees and a decrease in the number
of programmers who were in the United States but not working at customer sites.

Contract  Programming  Gross  Profit.  The gross profit on contract  programming
revenue was 24% for the three month period ended  September 30, 2000 compared to
10% for the same period in fiscal 2000.  This  increase is primarily  due to the
significant  decrease in start-up and other costs in the quarter ended September
30, 2000 compared to the same quarter of the previous year.

Product Development Costs

In October 1999 the Company began  incurring  costs to development  its Internet
Exchange.  Costs  incurred are  primarily  the salary and other wage and benefit
costs of ATR's  employees  involved  in  recruiting  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 ended  September 30, 2000 increased  $1,865,000 due primarily


<PAGE>9

PART II.  OTHER  INFORMATION
Item 2    Managements  discussion  and  Analysis  of Financial Condition and
          Results of Operations


to non-cash employee compensation related to the purchase of common stock in the
Company's August 2000 private placement by the Company's Chief Executive Officer
and related  entities  ($1,458,000)  and due to conversion of Series D Preferred
Stock into common stock by the  Company's  Chairman of the Board  ($317,000)  in
September 2000 [see "Liquidity and Capital Resources"]

Other Income (Expense)

Interest  Income.  Interest  income in fiscal 2001 is related to the  short-term
investment of cash  balances.  In fiscal 2000 interest  income is related to the
short-term  investment of cash balances and to notes  receivable  from employees
and officers of the Company. The increase is the result of greater cash balances
in fiscal 2001 over fiscal 2000.

Interest  Expense.  Interest  expense  decreased  $2,392,000 in the three months
ended  September 30, 2000 primarily due to the benefit  accruing to note holders
in fiscal  2000 when  conversion  terms of a  $1,000,000  convertible  note were
amended and due to the resulting  decrease in Notes Payable to Stockholders [see
"Liquidity and Capital Resources"].

Income Taxes

As of June 30,  2000,  the Company had a net  operating  loss  carryforward  for
federal  and  state  income  tax  purposes  of  $30  million  and  $13  million,
respectively.  The federal net operating loss carryforward  expires in the years
2006 through 2019 and the state net operating loss carryforward  expires in 2000
through 2005. In connection with the Company's initial public offering, 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  10,  1992 are  subject  to an annual  limitation  of
approximately $300,000.

Net Loss

Net loss  increased  $513,000  for the three  months  ended  September  30, 2000
compared to the same period in fiscal 2000  primarily  due to the  increases  in
product development and selling, general and administrative costs, offset by the
decrease in interest expense.

Preferred Stock Dividends in Arrears

Dividends  are $855,517  higher for the three months  ended  September  30, 2000
compared to the same period in fiscal  2000 due to the benefit  associated  with
the exchange of the Series D Preferred  Stock on  September  11, 2000 for common
stock in the amount of $862,033 [see "Liquidity and Capital Resources"].


<PAGE>10

PART II.  OTHER  INFORMATION
Item 2    Managements  discussion  and  Analysis  of Financial Condition and
          Results of Operations

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 ($886,142 in fiscal year 2001 and $30,625 in
fiscal  year  2000) by the  weighted  average  number of shares of Common  Stock
outstanding during the periods presented.  Common Stock issuable upon conversion
of Preferred Stock (for fiscal year 2000), 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

Traditionally,  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,  which has resulted in an
accumulated deficit of $43,839,849 at September 30, 2000.

The Company has received short-term,  unsecured financing to fund its operations
in the form of notes payable of $3,567,424 as of June 30, 2000, from Mr. Cameron
and another  stockholder.  These notes bear interest at 10.25%. On September 11,
2000,  the  Company  agreed  with Mr.  Cameron  to extend  the due date on notes
payable to him until  December 31, 2001 in exchange for an extension  fee of 2%.
These extended notes total $1,511,635,  including accrued interest and extension
fees,  and bear interest at 10.25% per annum.  Also on September  11, 2000,  the
Company  agreed  with the other note  holder to extend the due date of his notes
until  December 31, 2001 in  consideration  of such notes  becoming  convertible
promissory notes. The convertible  promissory notes total $2,288,815,  including
accrued  interest,  bear interest at 10.25% per annum and are  convertible  into
common stock at $3.00 per share (approximate  public trading price on that date)
at the note holder's option.

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

<PAGE>11

PART II.  OTHER  INFORMATION
Item 2    Managements  discussion  and  Analysis  of Financial Condition and
          Results of Operations

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
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 also  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 during fiscal 2000.

The  Company  received  $3,712,348  in private  sales of its common  stock at an
average price of $3.42 per share during fiscal year 2000.

ATR's Internet Exchange development efforts will require substantial funds prior
to generating  revenues.  Therefore,  ATR engaged a New York based financial and
investment banking firm to assist the Company in raising capital.  On August 28,
2000,  the  Company  sold $10  million of its  common  stock at $3.00 per share.
Proceeds net of offering  costs were  approximately  $9.6 million.  The proceeds
from the  private  placement  will be used to  develop  the  Company's  proposed
Internet  Exchange  and are  expected  to be  sufficient  to meet ATR's  working
capital needs through at least this fiscal year. The Company's  Chief  Executive
Officer and related entities purchased  2,333,335 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  approximately  $1,458,000 in the first fiscal  quarter
ended September 30, 2000.

On  September,  11,  2000,  the  Company  agreed  with the  Series  D  Preferred
stockholders to exchange all their  outstanding  Series D shares and $475,915 in
accrued preferred stock dividends into 566,972 shares of common stock based on a
purchase price of $3.00 per common share.  The benefit  accruing to the Series D
Preferred  stockholders  was recorded in the quarter  ended  September 30, 2000,
approximately  $317,000 in compensation  expense and $862,000 in preferred stock
dividends.

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 2001.  However,  there can be no assurance  that this plan will be
successfully implemented.

<PAGE>12

Effects of Inflation

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

PART II.       OTHER INFORMATION
Item 6         Reports on 8-K

PART I  FINANCIAL INFORMATION

Item 3 Quantitative and Qualitative Disclosures About Market Risk

The Company has  long-term  debt in the  aggregate  amount of  $3,800,450  as of
September 30, 2000 payable to two  stockholders  of the Company.  The debt bears
interest at 10.25% per annum and is due December 31, 2001.  The Company does not
believe  that any change in  interest  rates will have a material  impact on the
Company during fiscal 2001.  Further,  the Company has no foreign operations and
therefore is not subject to foreign currency fluctuations.

PART II.       OTHER INFORMATION

Item 1         None

Item 2         Changes in Securities and Use of Proceeds.

(c)     Consideration

(i) On August 28, 2000, the Company sold  3,333,334  shares of common stock at a
price of $3.00 per share in a private  placement to 22 accredited  investors (as
defined in Rule 501(a) of the Securities  Act of 1933, as amended).  The private
placement  was exempt from  registration  pursuant to Rule 506 of  Regulation D.
Gross  proceeds  were  $10,000,002  and  proceeds  net of  offering  costs  were
$9,564,644.  The Company engaged Shattuck Hammond Partners as placement agent of
which $318,000 was paid as commissions.

(ii) On September 11, 2000, the Series D Preferred  stockholders,  consisting of
three  shareholders,  exchanged  all of their  outstanding  Series D shares  and
$475,915 in accrued  preferred  stock  dividends  into 566,972  shares of common
stock based on a purchase  price of $3.00 per common  share.  The three Series D
Preferred  stockholders were accredited  investors (as defined in Rule 501(a) of
the  Securities Act of 1933, as amended).  The sale was exempt  pursuant to Rule
506 of  Regulation  D and Section 4 (2) of the  Securities  and  Exchange Act of
1933. No commissions were paid.

Items 3, 4 and 5      None

Item 6  Exhibits and Reports on Form 8-K

(a) No Exhibits


<PAGE>13

PART II.       OTHER INFORMATION
Item 6         Reports on 8-K

(b)     Reports on 8-K

The Company filed a Form 8-K on August 28, 2000 announcing the close of the sale
of  $10,000,002  of its shares of common  stock at $3.00 per  common  share in a
private  placement.  The Company issued  3,333,334 shares of common stock in the
aggregate and received net proceeds of $9,564,644  after  deducting  commissions
and expenses of $435,358.  Mr. Jeffrey McCormick,  the Company's Chief Executive
Officer,  participated in the private placement by purchasing  666,668 shares of
common stock, and Saturn Partners Limited Partnership, of which Mr. McCormick is
the  sole  limited  partner,  and  Saturn  Partners  LLC,  which is owned by Mr.
McCormick, is the sole general partner, participated in the private placement by
purchasing 1,666,667 shares of common stock.

<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:  November 13, 2000     /s/   JEFFREY S. McCORMICK
                                    --------------------------
                                    Jeffrey S. McCormick
                                    Chief Executive Officer
                                    (Principal Executive Officer)




Dated:  November 13, 2000     /s/   EDWARD L. LAMMERDING
                                    --------------------------
                                    Edward L. Lammerding
                                    Chief Financial Officer
                                    (Principal Financial Officer)