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, 1999

       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, 1999:  26,135,478


<PAGE>2


PART I.        FINANCIAL INFORMATION
Item 1.        Financial Statements


                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                             Condensed Balance Sheet
                                 March 31, 1999
                                   (Unaudited)


                                     Assets

Current assets:
  Cash                                                           $      19,334
  Accounts receivable, net                                             488,880
  Other current assets                                                 112,024 
                                                                 -------------
     Total current assets                                              620,238
                                                                 -------------
                                                                 $     620,238 
                                                                 =============

                      Liabilities and Stockholders' Deficit

Current liabilities:
  Notes payable to stockholders                                      4,308,090
  Notes payable to directors                                            40,689
  Accounts payable to stockholders                                     667,137
  Accounts payable                                                      90,450
  Accrued payroll and related expenses                                 358,837
  Accrued preferred stock dividends                                    581,876
  Other current liabilities                                            113,058
                                                                 -------------
     Total current liabilities                                       6,160,137

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 $1,806,878         1,225,002
  Common stock, $0.01 par value - 100,000,000 shares
     authorized, 26,135,478 shares issued and outstanding              261,355
  Additional paid-in capital                                        28,762,360
  Accumulated deficit                                              (35,788,616)
                                                                 -------------
    Total stockholders' deficit                                     (5,539,899)
                                                                 -------------
                                                                 $     620,238
                                                                 =============

See accompanying notes to condensed financial statements.

<PAGE>3

PART I.        FINANCIAL INFORMATION
Item 1.        Financial Statements


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


<TABLE>
<CAPTION>


                                                      Three Months                          Nine Months
                                                     Ended March 31,                       Ended March 31,
                                                     ---------------                       ---------------
                                                1999                1998             1999                1998
                                                ----                ----             ----                ----  
<S>                                     <C>                <C>                <C>               <C> 
Contract programming:
  Contract programming revenue            $   1,543,432      $    1,462,983     $   5,063,195     $   3,492,672
  Contract termination fees                      16,110                   -            16,110                 -
  Programmer costs                           (1,077,778)         (1,052,750)       (3,640,597)       (2,485,684)
  Start-up and other costs                     (367,005)           (272,791)         (764,596)         (669,248)
                                          -------------      --------------     -------------     ------------- 
    Contract programming gross profit           114,759             137,442           674,112           337,740

Selling, general and administrative            (315,094)           (311,810)         (957,439)         (999,298)
                                          -------------      --------------     -------------     ------------- 
Loss from operations                           (200,335)           (174,368)         (283,327)         (661,558)

Other income (expense):
 Interest expense                              (117,865)           (100,608)         (405,459)         (324,634)
                                          -------------      --------------     -------------     ------------- 

Net loss                                  $    (318,200)     $     (274,976)    $    (688,786)    $    (986,192)
                                          =============      ==============     =============     ============= 

Preferred stock dividends in arrears            (30,625)            (30,625)          (91,875)          (91,875)
                                          -------------      --------------     -------------     ------------- 
Net loss applicable to
  common stockholders                     $    (348,825)     $     (305,601)    $    (780,661)    $  (1,078,067)
                                          =============      ==============     =============     ============= 

Net loss per share                        $       (0.01)     $        (0.01)    $       (0.03)    $       (0.04) 
                                          =============      ==============     =============     ============= 

Shares used in per share calculations        26,131,484          25,843,333        26,124,107        25,821,885 
                                          =============      ==============     =============     ============= 

</TABLE>


See accompanying notes to condensed financial statements.


<PAGE>4


PART I.        FINANCIAL INFORMATION
Item 1.        Financial Statements



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


<TABLE>
<CAPTION>

  
                                                                         Nine Months
                                                                       Ended March 31,      
                                                                  1999               1998
                                                                  ----               ----

<S>                                                          <C>                <C>           
Net cash used in operating activities                        $    (374,657)     $  (1,235,238)

Cash flows from investing activities:
  Sale of property and equipment                                         -              2,061
                                                             -------------      -------------
Net cash provided by investing activities                                -              2,061  
                                                             -------------      -------------
Cash flows from financing activities:
  Proceeds from exercise of options and warrants                         -             49,843
  Proceeds from notes payable to stockholders                    1,079,150          1,175,303
  Proceeds from notes payable to directors                           2,770                  -
  Payments on notes payable to stockholders                       (777,625)                 -
  Payments on notes payable and capital leases                           -            (23,539)
                                                             -------------      -------------
Net cash provided by financing activities                          304,295          1,201,607 
                                                             -------------      -------------

Net (decrease) increase in cash                                    (70,362)           (31,570)
Cash at beginning of period                                         89,696             59,743
                                                             -------------      -------------

Cash at end of period                                        $      19,334      $      28,173 
                                                             =============      =============

</TABLE>




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, 1999

                                   (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, 1998.

In the opinion of  management,  the  unaudited  condensed  financial  statements
contain all  adjustments  considered  necessary to present  fairly the Company's
financial  position at March 31, 1999,  results of operations  for the three and
nine month  periods  ended March 31, 1999 and 1998,  and cash flows for the nine
months ended March 31, 1999 and 1998. The results for the period ended March 31,
1999 are not necessarily indicative of the results to be expected for the entire
fiscal year ending June 30, 1999.

The report of  independent  auditors on the  Company's  June 30, 1998  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
reduce its expenses and 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 fiscal year 1999. However,  considering,  among other
things,  the  Company's  historical  operating  losses  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 1999 or to be able to pay off
current  obligations  and  fund  growth  of its  computer  programmer  placement
business;  therefore,  the Company must raise additional financing during fiscal
1999, the receipt of which cannot be assured.

Note 2 - Financing Arrangements

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


<PAGE>6


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, 1998.

Overview

Alternative  Technology  Resources,  Inc. ("ATR" or the  "Company"),  a Delaware
corporation,  was  founded  in 1989 to  develop  and  sell  computer  integrated
laboratory  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. It has since  focused its efforts  entirely  upon its  computer
programmer  placement  business,  whereby  it  recruits  experienced,  qualified
computer  programmers  primarily from the former Soviet Union, obtains necessary
visas,  and places  them for  assignment  in the United  States.  Recently,  the
Company has begun to recruit programmers from South Korea for future placement.

Year 2000 Issues

Management  has made an assessment of its computer  programs and has  determined
that it has no Year 2000 impairment in its computer systems  developed  in-house
and is relying on vendor  declarations  that their  systems and programs have no
impairment  related  to the Year  2000  issue.  Therefore,  management  does not
currently anticipate that the Company will incur significant  operating expenses
or be required to invest  heavily in computer  systems  improvements  to be Year
2000 compliant.

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,  1999  increased
$80,000 or 5% and $1,571,000 or 45%, respectively,  over the same periods of the
previous  year.  For the quarter,  the  increased  revenue is primarily due to a
greater number of billing hours per  programmer  and to slightly  higher billing
rates.  During the nine months,  revenue also increased due to a 27% increase in
the monthly average number of programmers at customer sites.

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 the contract.

<PAGE>7

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


These fee amounts are  stipulated in customer and  programmer  contracts and are
based on the length of time  remaining  under the  existing  contract.  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  increased  2% for the three
months and 46% for the nine months  ended  March 31,  1999  compared to the same
periods  last year.  The slight  increase  for the three month period was due to
salary increases for the more experienced  programmers.  The larger increase for
the  nine  month  period  is due to a 27%  increase  in the  average  number  of
programmers  working at  customer  sites in the current  period  compared to the
comparable  period  in  fiscal  1998  and due to  increasing  salaries  for more
experienced programmers.  These costs have remained within a range of 70% to 72%
of contract programming revenue for all periods presented.

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 sometimes  periods from several days to several months 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  and  rapid  growth.  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  increased  $94,000 and $95,000 in the three and nine
month  periods  ended March 31, 1999,  as compared to the same periods in fiscal
1998.  This  increase is  primarily  due to the cost of paying  programmers  who
experienced  gaps in time between  completing  an  assignment  with one customer
before beginning work with another  customer.  As discussed above, in such cases
the programmer  must be paid by ATR even though the programmer is not generating
revenue for the Company.

Contract  Programming  Gross  Profit.  The gross profit on contract  programming
revenue  (excluding  contract purchase fees from the calculation) was 6% for the
three  months and 13% for the nine months  ended March 31,  1999,  respectively,
compared to 9% and 10% in the same periods in fiscal  1998.  The decrease in the
quarter was due to increased  start-up and other costs discussed in the previous
paragraph.  The  nine-month  increase was  primarily  due to the increase in the
total number of programmers  generating  revenues at higher billing rates during
fiscal 1999 compared to fiscal 1998.

<PAGE>8

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



Selling, General and Administrative Expenses

Selling,  General and Administrative  Expenses ("SG&A"). SG&A expenses increased
$3,000 or 1% for the  three  months  and  decreased  $42,000  or 4% for the nine
months ended March 31, 1999,  respectively,  compared to the same periods of the
prior fiscal year. This decrease for the nine-month period is principally due to
reducing the use of outside financial consultants and to negotiating  reductions
of insurance premiums during fiscal 1999.


Other Income (Expense)

Interest  Expense.  Interest expense  increased $17,000 and $81,000 in the three
and nine month periods ended March 31, 1999, respectively,  compared to the same
periods in fiscal  1998 due to a net  increase  in notes  payable and other debt
since March 31, 1998.

Income Taxes

As of June 30,  1998,  the Company had a net  operating  loss  carryforward  for
federal  and  state  income  tax  purposes  of  $24  million  and  $13  million,
respectively.  The federal net operating loss carryforward  expires in the years
2006 through 2013 and the state net operating loss carryforward  expires in 1998
through 2003.  The Company  expects that annual  limitations  on the use of loss
carryforwards generated before September 13, 1993 will result in $3.6 million of
net operating loss carryovers  which may not be utilized prior to the expiration
of the carryover period.

Net Loss

Net loss  decreased  $297,000  or 30% for the nine  months  ended March 31, 1999
compared to the same period in fiscal 1998.

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, 1999 and 1998,  and $91,875 in each of the nine months ended March 31,
1999 and 1998,  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.  Net loss per share  decreased as a result of a smaller
loss and only a slightly greater number of shares used in the calculation in the
nine-month  period  ended March 31, 1999  compared to the  comparable  period of
fiscal 1998.

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.

<PAGE>9

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

As a result,  the report of independent  auditors on the Company's June 30, 1998
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 reduce its expenses and 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 fiscal year 1999. However,  considering,  among
other things, the Company's  historical  operating losses 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 1999 or to be able to pay off
current  obligations  and  fund  growth  of its  computer  programmer  placement
business;  therefore,  the Company must raise additional financing during fiscal
1999, the receipt of which cannot be assured.

The Company received short-term,  unsecured financing (net) in the form of notes
payable of  approximately  $0.3 million in the first nine months of fiscal 1999,
and $1.3 million,  $1.0 million, and $0.7 million during fiscal years 1998, 1997
and 1996,  respectively ($3.3 million in the aggregate),  from two stockholders,
Mr. James W. Cameron,  Jr. ("Cameron") and Dr. Max Negri ("Negri"),  to fund its
operations.  These notes bear interest at 10.25%. In December 1998,  Cameron and
Negri  extended  the  maturity  date on all notes  payable  originally  maturing
December  31, 1998,  to the earlier of December  31,  1999,  or such time as the
Company obtains replacement financing.

On April 21, 1997,  the Company  issued an unsecured note payable (the "Straight
Note") to Cameron for $1,000,000 in accordance with the Reimbursement  Agreement
the  Company  signed on  February  28,  1994.  Terms of the note  provide for an
interest rate of 9.5% and monthly interest payments.  No maturity date is stated
in the  note;  however,  under the terms of the  Reimbursement  Agreement,  upon
written  demand by Cameron,  the Straight Note will be replaced by a convertible
note (the  "Convertible  Note") in a principal amount equal to the Straight Note
and bearing  interest at the same rate. The conversion  ratio of the Convertible
Note is equal to 20%  multiplied  by 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. Since the Company has
not made interest payments on the note, accrued interest of $185,000 is included
in accounts payable to stockholders.

The Company must obtain additional funds during fiscal 1999 in order to meet its
obligations  while  attempting to grow revenues to a level necessary to generate
cash from  operations.  Although  the Company  has not entered  into any written
agreements with 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 June 30, 1999, 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.  Further,  if the Company  experiences  significant

<PAGE>10


cash flow  problems,  the  Company  may be  required  to reduce the level of its
operating  activities  or  be  forced  into  seeking  protection  under  federal
bankruptcy laws.

On December 31, 1996,  the Board of Directors  named Mr. W. Robert Keen as Chief
Executive  Officer of the  Company.  In  exchange  for his  services,  Mr.  Keen
initially  received  225,000  shares of common stock with a fair market value on
the date of issuance of  $168,750,  and on November  18, 1997 Mr. Keen  received
275,000  shares of common stock with a fair market value on the date of issuance
of $154,688. Mr. Keen retired as Chief Executive Officer on January 15, 1999 but
will continue as a  non-employee  board member and will consult with the Company
on a regular basis. As a provision of his consulting agreement,  Mr. Keen agreed
to extend the trading restrictions on these shares until March 2000.

Effects of Inflation

The Company's most significant cost is personnel.  To the extent personnel costs
increase,  management of the Company believes that customer billing rates can be
increased to cover such personnel increases.


<PAGE>11


PART II.       OTHER INFORMATION

Items 1, 2, 3, 4, and 5

     None


Item 6.   Exhibits and Reports on Form 8-K

Exhibit
Number           Description of Document
-------          ------------------------

10.35            Fourth  Addendum to Lease  between James W. Cameron, Jr., and 
                 the Registrant, effective January 1, 1999.


Reports on Form 8-K

        There were no reports on Form 8-K filed  during the last  quarter of the
period covered by this report.

<PAGE>12

                                   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 11, 1999                EDWARD L. LAMMERDING                     
                                    -----------------------------------------
                                    Edward L. Lammerding
                                    Chairman of the Board
                                    (Principal Executive and Financial Officer)