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 December 31, 2002

                  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)




                     33 Jewell Court, Portsmouth, N.H. 03801
                    (Address of principal executive offices)

                          (603) 501-3200 (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 January 31, 2003, 66,768,441


<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.           Financial Statements


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

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

                                                                                          December 31,                June 30,
                                       Assets                                                 2002                      2002
                                       ------
                                                                                      ----------------------    --------------------
Current assets:
  Cash and cash equivalents                                                           $       2,415,962         $         402,291
  Trade accounts receivable                                                                      27,020                     3,602
  Prepaid maintenance and service fees                                                           61,681                         -
  Prepaid expenses, and other current assets                                                    189,078                    81,223
                                                                                      ----------------------    --------------------
Total current assets                                                                          2,693,741                   487,116
                                                                                      ----------------------    --------------------


Property and equipment:
  Equipment and software                                                                        842,345                   788,192
  Accumulated depreciation and amortization                                                    (428,573)                 (297,987)
                                                                                      ----------------------    --------------------

  Property and equipment, net                                                                   413,772                   490,205
                                                                                      ----------------------    --------------------


Prepaid license and service fees                                                                171,143                   211,498
Other non-current assets                                                                          5,907                    14,490
                                                                                      ----------------------    --------------------


                                                                                      $       3,284,563         $       1,203,309
                                                                                      ======================    ====================


                   Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
  Payable to Healthcare Exchange participants                                         $         908,440         $         409,738
  Trade accounts payable                                                                        241,856                   438,460
  Accrued payroll and related expenses                                                          249,840                   274,777
  Accrued preferred stock dividends                                                             283,195                   283,195
  Accounts payable and accrued interest payable to stockholders                                 858,432                   797,232
  Notes payable to stockholder                                                                2,873,694                 2,212,529
  Convertible notes payable to stockholder                                                    2,445,288                 2,423,823
  Convertible notes payable to third party                                                      343,841                         -
  Accrued interest payable to third party                                                        34,849                         -
  Other current liabilities                                                                     275,451                   254,469
                                                                                      ----------------------    --------------------

Total current liabilities                                                                     8,514,886                 7,094,223
                                                                                      ----------------------    --------------------


Commitments and contingencies

Stockholders' equity (deficit):
  Convertible preferred stock, $6.00 par value - 1,200,000 shares authorized
     none issued and outstanding at December 31, 2002 and June 30, 2002, 204,167
shares
     Designated Series D, none issued and outstanding at December 31, 2002 and
June 30, 2002
  Common stock, $0.01 par value - 100,000,000 shares authorized; 66,758,529
     shares issued and outstanding at December 31, 2002
     (60,968,213 at June 30, 2002)                                                              667,585                   609,682
  Additional paid-in capital                                                                 58,065,656                52,862,283
  Accumulated deficit                                                                       (63,963,564)              (59,362,879)
                                                                                      ----------------------    --------------------

Total stockholders' equity (deficit)                                                         (5,230,323)               (5,890,914)
                                                                                      ----------------------    --------------------


                                                                                      $       3,284,563         $       1,203,309
                                                                                      ======================    ====================
See accompanying notes to condensed financial statements.

</TABLE>

<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.           Financial Statements



<PAGE>



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


                                                                     Three Months Ended                 Six Months Ended
                                                                         December 31,                     December 31,
                                                                    2002              2001             2002              2001
Healthcare exchange
    Revenue                                                    $     877,993      $   253,876    $  1,654,553       $    362,094
    Costs                                                           (642,387)        (350,213)     (1,186,089)          (575,001)
                                                               -------------- --- -------------  --------------     --------------

Gross profit (loss)                                                  235,606          (96,337)        468,464           (212,907)

Selling, marketing and product development costs                  (1,507,974)      (1,546,462)     (2,905,279)        (3,051,657)

General and administrative expenses                                 (945,417)        (600,045)     (1,454,433)        (1,105,879)
                                                               -------------- --- -------------  --------------     --------------


Loss from operations                                              (2,217,785)      (2,242,844)     (3,891,248)        (4,370,443)

Other income (expense)
    Interest income                                                    7,832            7,646           8,262             40,779
    Interest expense to third party                                 (301,375)               -        (378,690)                 -
    Interest expense to stockholders and directors                  (202,552)        (113,010)       (339,010)          (252,527)
                                                               -------------- --- -------------  --------------     --------------

Total other income (expense)                                        (496,095)        (105,364)       (709,438)          (211,748)
                                                               -------------- --- -------------  --------------     --------------


Net loss                                                       $  (2,713,880)     $(2,348,208)   $ (4,600,686)      $ (4,582,191)
                                                               ==============     =============  ==============     ==============



Basic and diluted net loss per share                           $      (0.04)      $     (0.04)    $      (0.07)      $      (0.08)
                                                               ==============     =============    ==============     ==============


Shares used in per share calculations                             66,053,573       59,421,866        63,534,944         59,411,863
                                                               ==============     =============    ==============     ==============

</TABLE>


See accompanying notes to condensed financial statements.



<PAGE>




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

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

                                                                                        Six Months Ended
                                                                                          December 31,
                                                                                2002                        2001
                                                                       ------------------------     ----------------------


Net cash used in operating activities                                  $       (2,630,454)          $    (4,264,080)
                                                                       ------------------------     ----------------------


Cash flows used in investing activities:
    Purchases of property and equipment                                           (54,153)                 (220,131)
    Maturities of short-term investments                                                -                 1,354,159
                                                                       ------------------------     ----------------------

Net cash provided (used) by investing activities                                  (54,153)                1,134,028
                                                                       ------------------------     ----------------------


Cash flows from financing activities:
    Proceeds from sale of common stock                                          3,872,067                         -
    Proceeds from exercise of options and warrants                                 19,211                    24,628
    Proceeds from notes payable to stockholders                                         -                   313,902
    Proceeds from notes payable                                                 1,000,000                         -
    Payments on notes payable to stockholders                                    (193,000)                        -
                                                                       ------------------------     ----------------------
Net cash provided by financing activities                                       4,698,278                   338,530
                                                                       ------------------------     ----------------------



Net increase (decrease) in cash and cash equivalents                            2,013,671                (2,791,522)
Cash and cash equivalents at beginning of period                                  402,291                 3,159,017
                                                                       ------------------------     ----------------------


Cash and cash equivalents at end of period                             $        2,415,962           $       367,495
                                                                       ========================     ======================


</TABLE>


See accompanying notes to condensed financial statements.

<PAGE>



                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                     Notes to Condensed Financial Statements
                                December 31, 2002
                                   (Unaudited)

Note 1 - Basis of Presentation

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

In the opinion of  management,  the  unaudited  condensed  financial  statements
contain all adjustments,  consisting of normal recurring adjustments, considered
necessary to present  fairly the  Company's  financial  position at December 31,
2002 and June 30, 2002, results of operations for the three and six months ended
December  31, 2002 and 2001,  and cash flows for the three and six months  ended
December 31, 2002 and 2001.  The results for the period ended  December 31, 2002
are not  necessarily  indicative  of the results to be  expected  for the entire
fiscal year ending June 30, 2003.

The Company has incurred  operating losses since inception,  which have resulted
in an  accumulated  deficit of  $63,963,564  at December 31, 2002.  Based on the
steps the  Company  has taken to refocus its  operations  and obtain  additional
financing,  the Company  believes that it has developed a viable plan to address
the Company's  ability to continue as a going  concern,  and that this plan will
enable the Company to continue as a going  concern,  at least through the end of
fiscal year 2003. The Company engaged a placement agent to assist in the sale of
shares of the  Company's  common stock in a private  placement.  During  October
2002,  the Company  received  gross  proceeds of $4,125,000  through the sale of
4,125,000 shares pursuant to this offering.  Cash proceeds net of offering costs
were $3,872,067.  In addition, the due dates of Notes Payable to Stockholder and
Convertible Notes Payable to Stockholder were extended from December 31, 2002 to
December 31, 2003. [See Part I Item 2  "Management's  Discussion and Analysis of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources"]

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

<PAGE>

Note 2 - Financing Arrangements

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

In  consideration  for the loan the Company issued three warrants.  Each warrant
provides for the purchase of 100,000 shares of the Company's  common stock at an
exercise  price equal to the $1.00  subscription  per share price of the October
2002 Private  Placement,  or if further  shares are offered at a lower price per
share,  then at that  price.  The First  Warrant  was issued on July 26, 2002 is
exercisable  at any time on or before the  expiration  date.  The Second Warrant
issued may only be exercisable if the Company does not repay the Note within 180
days  from the  issuance  of the  Note.  The Third  Warrant  issued  may only be
exercisable  if the  Company  does not repay the Note  within  one year from the
issuance of the Note.  When, and if,  exercisable  the lender may exercise these
warrants through July 26, 2009.

In  connection  with the  issuance  of the Note and First  Warrant,  the Company
estimated  the  fair  value  of the  First  Warrant  to be  $198,000  using  the
Black-Scholes  model. In accordance with EITF 98-5,  "Accounting for Convertible
Securities  with  Beneficial  Conversion  Features  or  Contingently  Adjustable
Conversion  Ratios," and EITF 00-27,  "Application  of Issue No. 98-5 to Certain
Convertible  Instruments,"  the Company has  recognized  $281,211  and  $343,841
through  interest  expense  for the three and six  month  periods  respectively,
ending  December  31, 2002 for a portion of the fair value of the First  Warrant
and a portion  of the  beneficial  conversion  feature  of the  Note,  which was
estimated to be in total $802,000.  The Company will record  additional  amounts
totaling $656,159 through interest expense until July 26, 2003 for the remaining
fair value of the First  Warrant and the  beneficial  conversion  feature of the
Note  recorded at the initial  transaction  date,  and in  accordance  with EITF
00-27,  the additional  beneficial  conversion  feature  recorded in the quarter
ending  December  31, 2002 of $624,222  relating to the reset of the  conversion
price of the Note from $2.25 to $1.00 per share.

The  Company  engaged a  placement  agent to assist in the sale of shares of the
Company's common stock in a private placement.  During October 2002, the Company
received  gross  proceeds of  $4,125,000  through the sale of  4,125,000  shares
pursuant to this offering.  Cash proceeds net of offering costs were $3,872,067.


<PAGE>

In connection with the October Private Placement, the Company paid the placement
agent a placement fee of 6% of the gross proceeds raised by them and a five year
warrant to purchase 10% of the Common Stock placed by them at an exercise  price
of $1.00  per  share.  In  addition,  the  Company  paid a  finder's  fee to one
individual  of $12,500 and issued a warrant to purchase  30,000 shares of common
stock at $1.00 per share.

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

On  November 1, 2002,  the Company  agreed  with  Company's  Chairman  and Chief
Financial  Officer to extend the due date on notes payable to him until December
31, 2003 in exchange for an  extension  fee of 2%.  These  extended  notes total
$2,873,691,  including accrued interest and extension fees, and bear interest at
10.25% per annum.  Also on November 1, 2002,  the Company  agreed with the other
note  holder to extend the due date of his  convertible  promissory  notes until
December  31,  2003.  These  convertible   promissory  notes  total  $2,681,415,
including  accrued  interest,   bear  interest  at  10.25%  per  annum  and  are
convertible into common stock at $3.00 per share at the note holder's option.

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

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

Note 3 - Comprehensive Loss

Total  comprehensive  loss for the three months ended  December 3, 2002 and 2001
was $2,713,880, and $2,348,208, and $4,600,686 and $4,582,169 for the six months
ended December 31, 2002 and 2001 respectively. Other comprehensive income (loss)
represents  the net change in unrealized  gains  (losses) on  available-for-sale
securities.

Note 4 - Net Loss Per Share

Loss per share amounts for all periods have been  presented in  accordance  with
Statement of Financial Accounting Standards Board No. 128, "Earnings per Share."


<PAGE>

As the  Company has  reported  net losses in all  periods  presented,  basic and
diluted loss per share have been  calculated on the basis of net loss applicable
to common  stockholders  divided by the weighted  average number of common stock
shares outstanding without giving effect to outstanding options,  warrants,  and
convertible  securities whose effects are  anti-dilutive.  For the three and six
months  ended  December  31,  2002 and 2001  there  were  stock  options,  stock
warrants,  and convertible  notes payable  outstanding,  which could potentially
dilute earnings per share in the future but were not included in the computation
of diluted  loss per share as their  effect  was  anti-dilutive  in the  periods
presented.

Note 5 - Subsequent Events

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





<PAGE>



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

Management's Discussion and Analysis

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

Overview

General

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

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

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

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

The Company is currently recruiting medical doctors,  medical groups,  hospitals
and other health care practitioners (collectively,  "Providers") in twenty-seven


<PAGE>

markets in  seventeen  states to offer their  services  through  the  Healthcare
Exchange to those who purchase or facilitate the purchase of healthcare services
("Purchasers").

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

History

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

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

The Company is using its management's  experience in health care and information
technology to establish the Healthcare Exchange,  which has become the Company's
sole focus. ATR's Healthcare  Exchange began operations with a limited number of
Providers  and  Purchasers  in the  quarter  ending June 30,  2001.  The Company
continues to receive, process and analyze operating data, and the results of the
Company's analysis will determine the amount and timing of remaining development
related efforts.  ATR's previous business was recruiting,  hiring,  and training
foreign computer programmers and placing them with U.S. companies.  In line with
the Company's strategy to focus on the establishment of the Healthcare Exchange,
ATR suspended  recruitment of foreign computer  programmers in December 1999 and
began  pursuing  the  conversion  of  foreign  computer  programmers  to  become
employees of ATR's  customers.  This conversion  process was complete as of June
30, 2001, and the Company is no longer in that business.

Critical Accounting Policies

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



<PAGE>


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

Stock-Based  Compensation.  The Company  has elected to account for  stock-based
compensation   using  the  intrinsic  value  method   prescribed  by  Accounting
Principles  Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees."
Under the intrinsic value method,  compensation  cost is the excess,  if any, of
the  quoted  market  price or fair value of the stock at the grant date or other
measurement date over the amount an employee must pay to acquire the stock.

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

Financial Condition

Cash and cash equivalents  increased $2,013,671 since June 30, 2002 attributable
to cash  proceeds of $3,872,067  received in the October 2002 Private  Placement
partially offset by cash used in operations of $2,630,454  during the six months
ended December 31, 2002. At December 31, 2002,  substantially  all of ATR's cash
was invested in money market accounts.

Because the Company is emphasizing the  development of the Healthcare  Exchange,
the results of operation  for the six months ended  December 31, 2002 may not be
indicative of results of operations for the year ended June 30, 2003.

Results of Operation

Healthcare Exchange

Healthcare Exchange Revenue.  The Company began operations with a limited number
of Providers in the quarter ending June 30, 2001. Providers submit bills to ATR,
who  reprices  the bills to the rate set by the  Providers,  including  adding a
transaction-processing  fee,  and  then  routes  them  to  Purchasers  or  their
intermediaries.  ATR receives  payments from  Purchasers on behalf of Providers,
and then remits payments to Providers.  The Company  recognizes  revenue for the
transaction-processing  fee  when  earned  and  the  Company  has  substantially
completed all of its  obligations  under the contract.  During the three and six
month periods ending  December 31, 2002,  $877,993 and $1,654,553 of revenue was
recognized, respectively, as compared to $253,876 and $362,094 for the three and
six month periods ending December 31, 2001. The increase is primarily the result
of an  increase  in the  number  of  healthcare  providers  contracted  with the
Healthcare Exchange.



<PAGE>

Healthcare  Exchange  Costs.  Healthcare  Exchange  costs are the  direct  costs
related to the  processing  of the bills  submitted  by  Providers  and payments
received  from  Purchasers.  These  costs  include the salary and other wage and
benefit costs of the Healthcare Exchange operations staff and the operating cost
of the  application  services  provider.  The  costs for the three and six month
periods ending December 31, 2002 were $642,387 and $1,186,089,  respectively, in
comparison to $350,213 and $575,001 for the three and six month  periods  ending
December 31,  2001.  As of December 31,  2002,  there were 36  operations  staff
members  responsible  for the  processing  of bills  submitted by Providers  and
payments received from Purchasers, compared to 17 operations staff members as of
December 31, 2001.

Selling, Marketing and Product Development Costs

In October 1999,  the Company began  incurring  costs to develop its  Healthcare
Exchange.  Costs incurred are primarily the salary, other wage and benefit costs
of ATR's employees and other  operational  costs  associated with recruiting the
network of healthcare  Providers.  The costs for the three and six month periods
ending  December  31, 2002 were  $1,507,974  and  $2,905,279,  respectively,  in
comparison  to  $1,546,462  and  $3,051,657  for the three and six month periods
ending  December  31,  2001.  Costs for the three  and six  month  periods  were
relatively unchanged.

General and Administrative Expenses

General and  administrative  expenses were $945,417 and $1,454,433 for the three
and six month  periods  ended  December 31, 2002,  in comparison to $600,045 and
$1,105,879  for the three and six month periods  ending  December 31, 2001.  The
increase was the result of compensation  expense of $347,222 recorded during the
second  quarter  ended  December 31, 2002 for  additional  shares  issued to the
Company's  Chairman  and  Chief  Financial  Officer  resulting  from  the  price
adjustment to the January 2002 Private  Placement of Common Stock,  in which Mr.
Cameron was an investor.  The  adjustment  was based on the closing price of the
October 2002 Private Placement of Common Stock of $1.00 per share.

Other Income (Expense)

Interest Income. Interest income is related to the short-term investment of cash
balances,  primarily  in money  market  accounts.  The change in the three month
period is not  significant,  and the  decrease  for the six month  period is the
result of reduced  cash  balances at  December  31, 2002 as compared to the same
period in fiscal 2001.

Interest Expense to Third Party. Interest expense to third party of $301,375 and
$378,690, for the three and six month periods ending December 30, 2002, resulted
primarily  from  the  fair  value  of a  warrant  issued  in  connection  with a
convertible note and the beneficial  conversion  feature of the convertible note
to third party, which were recognized through interest expense, and the interest
accrued on the note. No interest  expense to third party was  recognized  during
the same period in the prior fiscal year.



<PAGE>


Interest Expense to Stockholders and Directors. Interest expense of $202,552 and
$339,010 was recognized for the three and six month periods ending  December 31,
2002 in  comparison to $113,010 and $252,527 for the three and six month periods
ending December 31, 2001. This increase resulted primarily from the extension of
stockholder notes as of November 1, 2002, which included a 2% refinance fee.

Income Taxes

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

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

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

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

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

Liquidity and Capital Resources

For the six month period ending  December 31, 2002, the Company earned  revenues
of  $1,654,553  but  incurred a net loss of  $4,600,686.  Until the  Company can
generate sufficient revenue to finance its operations,  the Company will have to
seek other  financing.  Traditionally,  the  Company has used a  combination  of
equity and debt  financing  and revenue  generated  to fund  operations  but has
incurred  operating  losses  since  its  inception,  which  has  resulted  in an
accumulated  deficit of  $63,963,564  at  December  31,  2002.  The  Company had
negative working capital at December 31, 2002 of $5,821,145.

During October 2002 the Company sold  4,125,000  shares of its common stock at a
purchase  price of $1.00 per  share.  The shares of common  stock  issued in the
private placement are restricted securities. Net proceeds from the offering were


<PAGE>


$3,872,067.  In  connection  with the private  placement,  the  Company  engaged
Stonegate Securities, Inc. as placement agent who received a placement fee of 6%
on the gross proceeds  received from the sale of common stock placed by them and
a five year  warrant to purchase 10% of the common stock placed by them at $1.00
per share.  The  placement  of the common  stock was  exempt  from  registration
pursuant to Regulation D.

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

In  connection  with the  issuance  of the Note and First  Warrant,  the Company
estimated  the  fair  value  of the  First  Warrant  to be  $198,000  using  the
Black-Scholes  model. In accordance with EITF 98-5,  "Accounting for Convertible
Securities  with  Beneficial  Conversion  Features  or  Contingently  Adjustable
Conversion  Ratios," and EITF 00-27,  "Application  of Issue No. 98-5 to Certain
Convertible  Instruments,"  the Company has  recognized  $281,211  and  $343,841
through  interest  expense  for the three and six  month  periods  respectively,
ending  December  31, 2002 for a portion of the fair value of the First  Warrant
and a portion  of the  beneficial  conversion  feature  of the  Note,  which was
estimated to be in total $802,000.  The Company will record  additional  amounts
totaling $656,159 through interest expense until July 26, 2003 for the remaining
fair value of the First  Warrant and the  beneficial  conversion  feature of the
Note  recorded at the initial  transaction  date,  and in  accordance  with EITF
00-27,  the additional  beneficial  conversion  feature  recorded in the quarter
ending  December  31, 2002 of $624,222  relating to the reset of the  conversion
price of the Note from $2.25 to $1.00 per share.

During the period  between  January 9, 2002 and March 28, 2002, the Company sold
1,232,585 shares of its common stock at a purchase price of $2.25 per share. The
shares  of  common  stock  issued  in  the  private   placement  are  restricted
securities. Further pursuant to the private placement, it was agreed that in the
event that within one year from the final  closing the Company  sells  shares of
common stock, or securities  exercisable or convertible  into common stock, at a
price less than $2.25 per share,  the Company would issue  additional  shares to
these investors in an amount such that the overall  purchase price will be equal
to the lower,  subsequent  sales price.  The forgoing shall exclude common stock
that may be issued in connection with a merger,  as a dividend,  pursuant to the
exercise of outstanding options,  warrants and other convertible  securities and
pursuant to options  subsequently  issued to  employees.  Net proceeds  from the


<PAGE>

offering were $2,742,519.  The proceeds from the private  placement were used to
fund  operations  and repay debt.  The  Company's  Chairman and Chief  Financial
Officer  purchased  222,222 shares of the Company's  common stock in the private
placement.  Because  the  purchase  price of such stock was less than the public
trading price on the date of purchase, the Company recorded compensation expense
of $138,583  during fiscal year 2002.  Resulting from the closing of the October
2002 Private Placement of Common Stock,  1,540,729 additional shares were issued
to these  investors  based on the October 2002 Private  Placement price of $1.00
per  share.  Compensation  expense  recorded  during the  second  quarter  ended
December 31, 2002,  for the additional  shares issued to the Company's  Chairman
and Chief Financial Officer was $347,222.

As of June 30, 2002, the Company had received short-term, unsecured financing to
fund its operations in the form of notes payable of $4,636,352, from Mr. Cameron
and another stockholder.  These notes bear interest at 10.25%.  During the three
month period  ending  September  30,  2002,  Mr.  Cameron  loaned the Company an
additional  $619,000 bearing interest at 10.25% payable on December 31, 2002. On
November 1, 2002,  the Company agreed with Mr. Cameron to extend the due date on
notes payable to him until December 31, 2003 in exchange for an extension fee of
2%.  These  extended  notes total  $2,873,691,  including  accrued  interest and
extension fees, and bear interest at 10.25% per annum. Also on November 1, 2002,
the  Company  agreed  with the other  note  holder to extend the due date of his
convertible   promissory  notes  until  December  31,  2003.  These  convertible
promissory notes total $2,681,415,  including accrued interest, bear interest at
10.25% per annum and are convertible into common stock at $3.00 per share at the
note holder's option.

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

The Company's  Healthcare Exchange  development efforts will require substantial
funds prior to generating sufficient revenues to fund operations and repay debt.
However,  based on the steps the Company has taken to refocus its operations and
obtain additional financing, the Company believes that it has developed a viable
plan to address the Company's  ability to continue as a going concern,  and that
this plan will  enable the Company to  continue  as a going  concern  through at
least the end of fiscal 2003. The Company believes that it has raised additional
funds to finance its operations through fiscal 2003.  However,  the Company must
successfully  implement its business plan and there can be no assurance that the
plan will be  successfully  implemented.  If  unsuccessful,  the  Company may be
required  to reduce the  development  efforts or its  Healthcare  Exchange or be
forced into seeking  protection under federal  bankruptcy laws. As a result, the
report  of  independent  auditors  on the  Company's  June  30,  2002  financial
statements  includes an explanatory  paragraph  indicating  there is substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments to reflect the possible future effects


<PAGE>

on  the   recoverability  and  classification  of  assets  or  the  amounts  and
classification  of  liabilities  that  may  result  from  the  outcome  of  this
uncertainty.

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

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

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

Notes payable to stockholder                  $   2,873,691      $   2,873,691   $           -   $           -  $       -

Convertible notes payable to stockholder          2,681,415          2,681,415               -               -          -

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

Operating  leases -  facilities - payable to
stockholder                                             130                120              10               -          -

Operating leases - equipment                        123,945             45,408          72,483           6,054          -

Application services provider                     1,416,471            404,706       1,011,765               -          -

--------------------------------------------- ------------------ --------------- --------------- -------------- ------------
Total contractual cash obligations            $   8,095,652      $   7,005,340   $   1,084,258   $       6,054  $       -
--------------------------------------------- ------------------ --------------- --------------- -------------- ------------

</TABLE>

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



<PAGE>



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

The  Company  has notes  payable in the  aggregate  amount of  $6,318,982  as of
December 31, 2002 payable to two stockholders of the Company and another lender.
The notes bear interest at 8% to 10.25% per annum and are due from July 25, 2003
to December 31, 2003, or earlier if other funding is obtained.  The Company does
not believe that any change in interest rates will have a material impact on the
Company during fiscal 2003.  Further,  the Company has no foreign operations and
therefore is not subject to foreign currency fluctuations.

Item 4.  Disclosure Controls and Procedures

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

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

Item 5.  Pre-approval on Non-audit Services

In accordance with Section 10A(i)(2) of the Securities  Exchange Act of 1934, as
added  by  Section  202 of  the  Sarbanes-Oxley  Act of  2002,  the  Company  is
responsible for disclosing  non-audit  services to be performed by the Company's
external  auditors,  Ernst & Young LLP, that have been pre-approved by the audit
committee.  Non-audit  services are defined by law as services  other than those
provided in connection with an audit of the financial statements of the Company.
During the  quarterly  period  covered by this filing,  the audit  committee has
approved the following  non-audit  services:  assistance  with the filing of the
Company's registration statement on Form S-1 and related amendments.  The nature
of the above services is considered by the Company to be audit-related  services
that are closely related to the financial statement audit process.



<PAGE>


PART II. OTHER INFORMATION

Item 1 Legal Proceedings
None

Item 2 Changes in Securities and Use of Proceeds
(c)

(1) On July 26, 2002 the Company received short-term  unsecured financing in the
form of a  convertible  note of  $1,000,000  from an  Accredited  Investor.  The
convertible  note bears interest at 8% and is payable at the earlier of July 25,
2003 or when the Company, raises $8,000,000 in debt or equity financing.  All or
a portion of the  convertible  note may be converted into shares of common stock
at the lower of $1.00 per  share,  or, if  within 12 months  the  Company  sells
additional  shares in a financing at a price less than $1.00 per share,  at that
lower price.  In  consideration  for the loan the Company issued three warrants.
The  Company  issued to the lender one  warrant to  purchase  100,000  shares of
common stock. The lender received a second warrant to purchase 100,000 shares of
common  stock that may only be  exercisable  if the  Company  does not repay the
convertible  note within 180 days of the agreement.  The lender received a third
warrant to purchase  100,000  shares of common stock that may be  exercisable if
the  Company  does  not  repay  the  convertible  note  within  one  year of the
agreement. Each of the warrants has an exercise price of $1.00, the subscription
per share price of the October 2002 Private  Placement  of Common  Stock,  or if
further  shares are offered at a lower price per share at that price.  When, and
if,  exercisable  the lender may exercise these warrants  through July 26, 2009.
The issuance of the convertible  note was exempt from  registration  pursuant to
Regulation D.

(2) During October 2002,  the Company sold 4,125,000  shares of its common stock
at a  purchase  price  of $1.00  per  share to  Accredited  Investors.  Net cash
proceeds  from the offering  were  $3,872,067.  In  connection  with the private
placement, the Company engaged Stonegate Securities, Inc. as placement agent who
received a placement fee of 6% on the gross  proceeds  received from the sale of
common  stock  placed by them and a five year  warrant  to  purchase  10% of the
common stock placed by them at $1.00 per share. In addition,  we paid a finder's
fee in  connection  with the  October  2002  Private  Placement  in an amount of
$12,500 and a warrant to purchase  30,000  shares of common stock at an exercise
price of $1.00 per share. Further, as a result of our July 2002 bridge financing
in which we granted  warrants  equal to 30% of the loan at an exercise  price of
$1.00 per share,  we granted to the  investors  of the October  2002 and January
2002 Private Placements warrants to purchase 30% of their respective investment,
or an aggregate of 2,069,494  shares of common  stock,  at an exercise  price of
$1.00 per share.  The placement of the common stock and warrants was exempt from
registration pursuant to Regulation D.

(3) During the period  between  January 9, 2002 and March 28, 2002,  the Company
sold 1,232,585 shares of its common stock at a purchase price of $2.25 per share
to Accredited Investors.  Pursuant to the terms of the private placement, in the
event that the Company sold shares of common stock, or securities exercisable or
convertible  into common stock,  at a price less than $2.25 per share within one
year from the final closing,  the Company would issue additional shares to these
investors in an amount such that the overall purchase price will be equal to the


<PAGE>

lower, subsequent sales price. As previously disclosed, during October 2002, the
Company completed a private placement of 4,125,000 shares of its common stock at
$1.00 per share.  As a result of the subsequent  private  placement at $1.00 per
share,  the Company issued 1,540,729  additional  shares to the investors of the
March 2002 private  placement.  Included in such total was 277,778 shares issued
the Company's  Chairman of the Board who initially  purchased  222,222 shares of
common stock in the March 2002 private  placement.  The  placement of the common
stock was exempt from registration pursuant to Regulation D.

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

Item 3 Defaults Upon Senior Securities
None

Item 4 Submission of Matters to a Vote of Security Holders


An annual meeting of  stockholders  was held November 19, 2002, at the Company's
offices in Sacramento,  California.  The stockholders  voted on and approved the
following matters:

1.   The election of James W. Cameron, Jr., Edward L. Lammerding,  and Jeffrey S
     McCormick as directors of the Company:  58,220,003  shares were received in
     favor of Mr. Cameron,  6,747 shares were withheld;  58,220,003  shares were
     received  in favor of Mr.  Lammerding,  6,747  shares  were  withheld;  and
     58,220,003  shares were  received in favor of Mr.  McCormick,  6,747 shares
     were withheld.

2.   The  adoption of the  Alternative  Technology  Resources  2002 Stock Option
     Plan; 55,973,895 for the approval and 2,252,855 withheld.

Item 5 Other Information
None

Item 6 Exhibits and Reports on Form 8-K

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

(b)  Reports on Form 8-K None




<PAGE>




                                   SIGNATURES


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


                                         ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                                         (Registrant)


Dated:    February 14, 2003


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




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




<PAGE>


                                  Certification

I, Jeff McCormick, certify that:

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

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

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

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

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

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

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

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

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

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

<PAGE>


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

Date:  February 14, 2003

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



<PAGE>


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

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

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

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

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

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

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

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

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

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

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


<PAGE>


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

Date: February  14,  2003

                                /S/ JAMES W. CAMERON, JR.
                                ---------------------------------------
                                James W. Cameron, Jr., Chief Financial Officer