As filed with the Securities and Exchange Commission on January 17, 2001

                                                              File No. 333-


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    FORM S-1
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                     Alternative Technology Resources, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                                                 

             Delaware                              7371                        93-1011046
  -------------------------------      ----------------------------       -------------------
  (State or other jurisdiction of      (Primary Standard Industrial         (I.R.S. Employer
  incorporation or organization)           Classification Code)           Identification No.)



                   629 J Street, Sacramento, California 95814
                            Telephone: (916) 231-0400
          --------------------------------------------------------------
          (Address and telephone number of principal executive offices)


                  Jeffrey S. McCormick, Chief Executive Officer
                     Alternative Technology Resources, Inc.
                   629 J Street, Sacramento, California 95814
                            Telephone: (916) 231-0400
            ----------------------------------------------------------
            (Name, address and telephone number of agent for service)


                         Copies to: Daniel B. Eng, Esq.
                              Bartel Eng & Schroder
           300 Capitol Mall, Suite 1100, Sacramento, California 95814
                            Telephone: (916) 442-0400



Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable after the effective date of this registration statement.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box.  XX

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering.

If this Form is a  posteffective  amendment  filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering.

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering.

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box.

ii

                                                                                             

                                           CALCULATION OF REGISTRATION FEE


     Title of each class of       Amount of shares       Proposed maximum          Proposed maximum          Amount of
  securities to be registered     to be Registered   offering price per share   aggregate offering price  registration fee
-------------------------------   -----------------  ------------------------   ------------------------  -----------------

Common Stock, par value $.01          19,367,635             $1.5625(1)               $30,261,929
                                  -----------------  ------------------------   ------------------------  -----------------
Common Stock, par value $.01,
that may be issued upon the
conversion of Convertible Notes          742,938             $1.5625                    1,160,841
                                  -----------------  ------------------------   ------------------------  -----------------
Common Stock, par value $.01,
that may be issued upon                  494,200             $1.5625                      772,188
exercise of warrants
-------------------------------   -----------------  ------------------------   ------------------------  -----------------
          Total                       20,604,773                                      $32,194,958               $8,049
                                  =================                             ========================  =================



(1)  Fee  calculated in accordance  with Rule 457 of the Securities Act of 1933,
     as  amended   ("Securities  Act").   Estimated  for  the  sole  purpose  of
     calculating the  registration  fee and based upon the average  quotation of
     the high and low price per share of the  Company's  common stock on January
     12, 2001, as quoted on the OTC Bulletin Board.

     The  registrant  hereby amends this  registration  statement on the date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective on the date as the  Commission,  acting pursuant to said Section 8(a),
may determine.



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                                                           Subject to Completion
PROSPECTUS                                                Dated January 17, 2001


                                20,604,773 Shares

                     Alternative Technology Resources, Inc.

                                  Common Stock

                           --------------------------

         This prospectus relates to the resale by the selling stockholders of up
to 20,604,773 shares of common stock including  1,237,138 shares of common stock
that may be resold by selling  stockholders  upon the  exercise  of  outstanding
warrants and upon the conversion of convertible notes. The selling  stockholders
may sell the common  stock from time to time in the  over-the-counter  market at
the prevailing market price or in negotiated transactions.

         We will not  receive any  proceeds  from the resale of shares of common
stock by the selling stockholders. We will pay for expenses of this offering.

         Our common stock is quoted on the OTC  Bulletin  Board under the symbol
ATEK. On __________  ___,  2001, the bid quotation for one share of common stock
was $___. We do not have any other  securities that are currently  traded on any
other exchange or quotation system.


                           --------------------------

Investing in our common stock involves a high degree of risk. See "Risk Factors"
beginning on page 7 of this prospectus.

                              --------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                              --------------------


                 The Date of this Prospectus is __________, 2001

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission becomes effective.  This prospectus is not an
offer to sell these  securities  and we are not soliciting an offer to buy these
securities  in any state  where the offer or sale is not  permitted  or would be
unlawful prior to registration or qualification under the securities laws of any
such state.

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                                                    TABLE OF CONTENTS

                                                                                                                 Page

PROSPECTUS SUMMARY..................................................................................................3

RISK FACTORS........................................................................................................4

FORWARD LOOKING STATEMENTS..........................................................................................8

THE OFFERING........................................................................................................8

USE OF PROCEEDS.....................................................................................................8

PRICE RANGE OF OUR COMMON STOCK.....................................................................................9

DIVIDEND POLICY.....................................................................................................9

SELECTED FINANCIAL DATA............................................................................................10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..............................11

DESCRIPTION OF BUSINESS............................................................................................20

MANAGEMENT.........................................................................................................25

PLAN OF DISTRIBUTION...............................................................................................30

SELLING SHAREHOLDERS...............................................................................................32

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................................................................34

DESCRIPTION OF SECURITIES..........................................................................................36

EXPERTS............................................................................................................36

AVAILABLE INFORMATION..............................................................................................36

INDEX TO FINANCIAL STATEMENTS.....................................................................................F-1



        You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. We are not
making  an  offer  of these  securities  in any  state  where  the  offer is not
permitted.  You  should  not  assume  that  the  information  provided  by  this
prospectus  is  accurate  as of any date other than the date on the front  cover
page for this prospectus.

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        You should read the  following  summary  together with the more detailed
information and the financial statements appearing elsewhere in this prospectus.
This  prospectus  contains  forward-looking  statements  that involve  risks and
uncertainties.  The Company's actual results could differ  materially from those
anticipated in these forward-looking  statements as a result of certain factors,
including those set forth under "Risk Factors" and elsewhere in this prospectus.

Our Business

        We are developing an Internet  Exchange for healthcare  services  called
"DoctorAndPatient.com."  We are currently  recruiting  medical doctors,  medical
groups, hospitals and other healthcare practitioners to offer their services, on
a non-exclusive  basis, to individuals and others who purchase or facilitate the
purchase  of  healthcare  services.  Our  Internet  Exchange  intends to use the
Internet and other  technologies  connecting  medical  providers with purchasers
and/or their agents,  and will provide  administrative,  billing and  re-pricing
services.  At this  time,  our  Internet  Exchange  is in the  early  stages  of
development.  We are evaluating  potential  technology  vendors and developing a
proof of concept, which we believe will be tested in the current year.

Our  business  address  is 629 J  Street,  and our  telephone  number  is  (916)
231-0419.

Offering Summary

        Up to 20,604,773 shares of common stock, including 1,237,138 shares that
may be  resold by the  selling  stockholder  upon the  exercise  of  outstanding
warrants and convertible notes.

         The selling  stockholders  listed in the prospectus may sell all, some,
or none of their common shares registered  pursuant to this prospectus.  We will
not receive any proceeds from the offering.

Summary of Consolidated Financial Data


                                                                                                  

                                                                                                              As of and for the
                                                                                                            Three Months Ended
                                                As of and for the Years Ended June 30                           September 30
                               ------------   -------------  -------------  -------------  ------------- -------------  -----------
                                   1996            1997           1998          1999           2000          1999           2000
                                                                                                                 (Unaudited)
Statement of Operations Data:

Contract programming revenue   $  1,280,303   $  2,018,064   $  5,250,002   $  6,340,235   $  2,561,101  $    944,651  $    178,019
Product development costs      $         --   $         --   $         --   $         --   $  1,154,244  $         --  $  1,057,426
Loss from operations           $ (1,695,096)  $   (990,579)  $   (805,963)  $   (192,646)  $ (2,008,908) $   (182,230) $ (3,156,695)


Net loss                       $ (1,847,812)  $   (648,187)  $ (1,243,944)  $   (716,747)  $ (4,815,641) $ (2,694,632) $ (3,207,631)
Basic and diluted net loss
 per share                     $      (0.12)  $      (0.03)  $      (0.05)  $      (0.03)  $      (0.10) $      (0.07) $      (0.07)
Shares used in per share
 calculations                    16,124,056     25,369,315     25,964,142     26,127,730     50,329,614    36,818,746    56,695,586

Balance Sheet Data:

Total assets                   $    366,347   $    298,142   $    837,353   $    599,440   $  2,502,703  $  1,184,524  $ 10,674,026
Long-term obligations          $    738,752   $  2,787,262   $  4,006,565   $  4,258,090   $  3,567,424  $  3,258,090  $  3,800,450
Accrued preferred stock
 dividends                     $    245,000   $    367,500   $    490,001   $    612,501   $    735,001  $    643,126  $    283,195
Redeemable preferred stock,
 Series D                      $  1,225,002   $  1,225,002   $  1,225,002   $  1,225,002   $  1,225,002  $  1,225,002  $         --

Stockholders' equity (deficit) $ (3,255,515)  $ (3,688,513)  $ (4,844,274)  $ (5,587,475)  $ (2,974,406) $ (3,846,822) $  5,636,119



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         In addition to the other information we provide in this prospectus, you
should carefully  consider the following risks before deciding whether to invest
in our common  stock.  These are not the only risks we face.  Some risks are not
yet known to us and there are others we do not  currently  believe are  material
but could  later turn out to be so.  All of these  could  impair  our  business,
operating results or financial  condition.  In evaluating the risks of investing
in us,  you  should  also  evaluate  the  other  information  set  forth in this
prospectus, including our financial statements.

Risks Related to Our Business

We only  have a  limited  operating  history  in the  health  care and  Internet
industries that investors may use to assess our future prospects.

         Although we have been an operating  company in the computer  programmer
recruiting  and placement  industry for several  years,  we only recently  began
operating in the Internet and health care industries.  We have not generated any
revenue and may never generate sufficient  revenues to achieve  profitability in
this new venture. We have limited experience  addressing  challenges  frequently
encountered by earlystage  companies in the electronic  commerce and health care
industries.   Accordingly,  our  limited  operating  history  does  not  provide
investors  with a meaningful  basis for  evaluating  an investment in our common
stock.

         The  likelihood  of our  success  must be  considered  in  light of the
potential problems, expenses, difficulties,  complications and delays frequently
encountered  in connection  with any  enterprise  starting a new business with a
completely new business plan,  particularly in new and rapidly  evolving markets
such as the Internet. Such risks include an evolving, untested and unpredictable
business  model,  the creation of brand  identity,  the expansion or creation of
competing  services,  the uncertainty of the acceptance of the marketing  medium
and the management of anticipated growth.

Our current  operations  are not profitable and we have a history of significant
losses.

         For the year ended June 30, 1998,  1999 and 2000 and three months ended
September 30, 2000, we incurred a net loss of $1,243,944,  $716,747,  $4,815,641
and $3,207,631, respectively. We have experienced losses since our inception.

Our future  revenue  growth depends upon our  establishment  and  maintenance of
successful  relationships  with  Providers  and  strategic  vendors  in order to
attract customers to our products and services.

         We believe  that our  future  revenue  growth  depends in part upon the
successful  creation and maintenance of relationships with Providers,  customers
and strategic  vendors.  To date we have established  relationships with a small
number of the  Providers  we are  targeting.  In order to  successfully  attract
Purchasers,  we will have to have a large number of relationships with Providers
with diverse  practices and over broad  geographic  areas. We may not be able to
adequately  develop  relationships  with the number of  Providers  necessary  to
achieve  this type of coverage and those  already  existing  relationships  with
Providers may not be ultimately successful.

         To date we have established only one strategic  relationship,  which is
with WebMD Corp. This relationship is nonexclusive and the status of the project
is  currently  being  evaluated  by the  parties.  We may enter into  additional
strategic  relationships  in the future and are currently  evaluating  potential
technology  vendors.  WebMD Corp. and any other potential  strategic vendors may
offer products or services of several different  companies,  including  products
and services  that compete  with our products or services.  WebMD Corp.  and any

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potential strategic vendor may be influenced by our competitors to scale back or
end their  relationships  with us.  We may not  establish  additional  strategic
relationships,   and  any  relationships  we  do  establish  ultimately  may  be
unsuccessful.  WebMD  Corp.  and any  future  strategic  vendor  may not  devote
adequate resources to selling our products and services.

         If we are unable to  establish  and maintain  successful  relationships
with Providers or strategic  vendors,  we may have to devote  substantially more
resources to the sales and marketing of our products and services.

We may be required to obtain additional financing.

         Although  there can be no assurance,  we believe that the proceeds from
our  recently  completed  private  placement  of $10 million in common  stock in
August 2000 will be sufficient for us to develop our proposed  Internet Exchange
and continue our normal operations  through June 2001. We may require additional
financing to meet our capital  needs and pursue our business  strategy if actual
costs  exceed  our   projections.   Traditionally,   we  have  relied  on  major
stockholders or affiliates to finance our operations. The issuance of additional
shares of common stock will dilute the ownership of existing stockholders.

Our growth  depends on  industry  acceptance  of our health  care  products  and
services.

         The time,  expense and effort of securing  customers  and Providers may
exceed our  expectations  and may harm our business and operating  results.  The
decision  to  implement  our  products  and  services  requires  time  intensive
education of both our  suppliers  (medical  providers)  and our customers of the
advantages of our products and services. The failure of industry participants to
accept our services and products as a  replacement  for  traditional  methods of
operations  could  limit  our  revenue  growth.   We,  therefore,   will  devote
significant  resources  and incur costs without any  assurance  that  sufficient
medical  providers  will join our  network or that  prospective  customers  will
purchase our products or services. In the event that customers will not purchase
our products or services,  we may have incurred substantial costs that cannot be
recovered and which will not result in future revenues.

The failure of our  Providers to provide high quality  services to our Customers
will  diminish our brand value and the number of Customers  who use our proposed
services may decline.

         Promotion  of our brand  value  depends on our  ability to provide  our
customers a high quality experience for finding  Providers.  If our Providers do
not provide our customers with high quality  service,  the value of our services
could be damaged and the number of  customers  using our  proposed  services may
decrease.  The failure by our Providers to provide the level of health care that
our customers will expect will result in low satisfaction, damage our brand name
and could  materially and adversely  affect our business,  results of operations
and financial condition.

Failure to manage our growth  effectively  could harm our business and operating
results.

         We recently have hired a significant number of new employees, including
a key  executive.  We will  continue to add personnel to maintain our ability to
grow in the future. Our growth will place significant strain upon our management
and operational  systems and resources.  We must integrate our new employees and
key  executive  into a  cohesive  team and at the same time  increase  the total
number of employees and train and manage our employee work force in a timely and
effective  manner  to  expand  our  business.  We  may  not  be  able  to  do so
successfully.

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Our  business  could  suffer if the  integrity of our systems and the systems of
those third parties we depend on are inadequate.

         We will  depend on third  parties  to develop  much of the  information
systems for our Internet Exchange. Any failure of the systems we are developing,
or those of other third parties,  could harm our business and operating results.
Once  implemented,  we intend that these  systems  will  process vast amounts of
pricing and financial  data and execute  large numbers of payment  transactions.
Any  delay  or  failure  in  these  systems  or in our  ability  to  communicate
electronically with health plans or in our ability to collect, store, analyze or
process  accurately  pricing  and  financial  data may  result in the  denial of
claims, or in the delay or failure to execute payment  transactions  accurately.
This type of delay or failure would harm our business and operating results.

Our  business  and  reputation  may be harmed if we are  unable to  protect  the
privacy of our confidential health information.

         Our information  systems and Internet  communications may be vulnerable
to damage from physical breakins, computer viruses,  programming errors, attacks
by computer  hackers and similar  disruptive  problems.  A user,  who is able to
access our computer or communication systems, when developed,  could gain access
to  confidential  health  information  of  individuals.  Therefore,  a  material
security  breach could harm our business and our  reputation  or could result in
liability to us.

Our future  revenue growth depends in part on increasing use of the Internet and
on the growth of ecommerce.

         Rapid  growth in the use of the Internet is a recent  phenomenon.  As a
result,  its acceptance and use may not continue to develop at historical  rates
and a sufficiently broad base of business customers and individual customers may
not adopt or continue to use the  Internet as a medium of  commerce.  Demand and
market  acceptance  for  recently  introduced  products  and  services  over the
Internet are subject to a high level of uncertainty,  and there exist few proven
products and services.

         Our future  profitability  depends,  in part,  upon increased Payor and
Provider demand for additional  Internet and ecommerce  solutions that we are in
the process of developing or may develop in the future.

State,  federal and local laws regarding  confidentiality and security of health
information could harm our business and operating results.

         The  confidentiality  of  patient  records  and  claims  data  and  the
circumstances  under  which  records and data may be released or must be secured
for inclusion in our databases may be subject to substantial regulation by state
governments.  These  state  laws  govern  both  the  disclosure  and  the use of
confidential  patient  medical  records.  Although  compliance  with  these laws
currently is principally the responsibility of Providers and health plans, these
regulations  may be extended to cover our business and the claims data and other
information  that we include in our  databases.  If these laws are  extended  to
cover our business,  we may be required to expend additional  resources in order
to comply with these laws, including changes to our security practices,  and may
be exposed to greater liability in the event we fail to comply with these laws.

State laws and regulations  concerning the marketing of health provider services
over the Internet could harm our business and operating results.

         The  offering  of health  provider  services  is subject  to  extensive
regulation  under state laws.  Under some state  laws,  regulators  may take the
position  that a  registration  fee for customer  access to favorable  fees from
Providers requires us to meet the requirements for licensing as a health plan or
health  insurer.  In  addition,  to the extent that fees are paid by  Providers,

7


state  regulators  could  assert that our business is a referral  agency,  which
requires  licensing  under  many  state  laws,  or  that  Providers  are  paying
prohibited  referral  fees,  which could  subject the Provider or us to civil or
criminal  penalties.  In addition,  our relationships with ThirdParty Payors may
require us to be licensed or certified in some states.

         In November  1999, the California  Department of  Corporations,  Health
Enforcement  Division,  announced that it is taking  enforcement  action against
discount  health  benefit card plans  conducting  operations  in  California  in
violation of the Health Care  Service  Plan Act of 1975 (the "HCSP Act").  If it
determines that a particular plan falls under its  jurisdiction,  the Department
can issue a cease and  desist  order to  require  the plan to halt its  unlawful
practices,  violations  of which can lead to monetary  penalties.  In October of
1999, the Department issued us a subpoena with respect to documents  relating to
our  relationship  with WebMD  Corp.  and our  potential  of being a health care
service  plan under the  Department's  jurisdiction.  We have  responded to this
subpoena.  While we do not believe our Internet  Exchange is within the scope of
the HCSP Act, the  Department  may continue to require our  compliance  with the
HCSP Act,  which  would  require  substantial  changes  in our  business  model.
Legislation  is  being  proposed  in  California  to  impose  minimal  licensing
requirements on discount plans. We cannot predict whether this  legislation will
pass or whether it will ultimately apply to us. As we develop our business plan,
compliance with or prohibitions  by state  regulations  could delay or eliminate
certain aspects of our business or force us to modify our business,  which could
have a material adverse impact our business and prospects.

Internet  commerce has yet to attract  significant  regulation,  but  government
regulations may result in administrative monetary fines, penalties or taxes that
may reduce our future earnings.

         There are currently few laws or regulations  that apply directly to the
Internet. Because our business is dependent on the Internet, the adoption of new
(or applications of existing) local,  state,  national or international  laws or
regulations  may  decrease  the growth of Internet  usage or the  acceptance  of
Internet commerce which could, in turn, decrease the demand for our services and
increase our costs or otherwise have a material  adverse effect on our business,
results of operations and financial condition.

We face a risk of litigation.

         We have been involved in several significant  litigation matters in our
history.  No assurances can be given that additional legal  proceedings will not
be initiated against us. In addition,  involvement in litigation will require us
to spend time and pay expenses to defend  ourselves,  which will have an adverse
effect on our  operations and financial  condition and results.  The health care
and  Internet  industry  that  we are  entering  into  may  cause  us to face an
increased  risk of  litigation,  especially  if we enter  the  consumer  market.
Patients who file lawsuits  against doctors often name as defendants all persons
and companies with any relationship to the doctors.

Risk Related to This Offering

Our Common Stock price is volatile and could be impacted by fluctuating  results
in the future and by general market conditions.

         Our common stock price is volatile and could be impacted by fluctuating
results  in the future and by general  market  conditions.  Our common  stock is
quoted on the OTC Bulletin  Board and the public market for our common stock has
been limited, sporadic and highly volatile. Between July 1, 1999 and October 31,
2000,  the price of a share of our common  stock ranged from a low of $0.25 to a
high of $10.44.

8


Our executive officers and existing stockholders have significant control.

         Our executive officers, directors and holders of over five percent (5%)
of our stock and their affiliates  beneficially own  approximately  83.0% of the
outstanding  shares of our common stock as of November 30, 2000. As a result, if
these  holders  act as a group,  they may be able to  control  us and direct our
affairs,  including  the  election of  directors  and  approval  of  significant
corporate  transactions  without further  approval by other  stockholders.  This
concentration of ownership also may delay,  defer or prevent a change in control
of our company,  and make some transactions more difficult or impossible without
the support of these stockholders.

The sale of a substantial  amount of stock through this  registration  statement
could negatively affect our stock price.

         Under an  agreement  with the selling  stockholders,  we have agreed to
register the common stock for resale by this prospectus. The number of shares of
common stock  available for resale by this prospectus  represents  approximately
34% of our  outstanding  common stock.  Because the trading price for our common
stock may be affected by the number of shares  available for resale,  the market
price of our common  stock could drop as a result of sales of a large  number of
shares of common stock in this market after this offering or the perception that
sales could occur.

                           FORWARD LOOKING STATEMENTS

         This prospectus  contains  forwardlooking  statements,  as that term is
defined in the Private Securities Litigation Reform Act of 1995, in the sections
entitled  "Prospectus  Summary,"  "Risk Factors,"  "Management's  Discussion and
Analysis of  Financial  Condition  and Results of  Operations,"  "Business"  and
elsewhere.  These  statements  relate to future  events or our future  financial
performance.  In some  cases,  you can  identify  forwardlooking  statements  by
terminology  such as  "may,"  "will,"  "should,"  "could,"  "expects,"  "plans,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of these terms or other  comparable  terminology.  These statements
are only  predictions  and involve known and unknown  risks,  uncertainties  and
other factors, including the risks outlined under "Risk Factors," that may cause
our or our  industry's  actual  results,  levels  of  activity,  performance  or
achievements  to be  materially  different  from any future  results,  levels of
activity,   performance   or   achievements   expressed   or  implied  by  these
forwardlooking statements.

         Although   we  believe   that  the   expectations   reflected   in  the
forwardlooking  statements are reasonable,  we cannot  guarantee future results,
levels  of  activity,  performance  or  achievements.   Except  as  required  by
applicable law,  including the securities  laws of the United States,  we do not
intend to update  any of the  forwardlooking  statements  after the date of this
prospectus to conform these statements to actual results.

                                  THE OFFERING

         The selling  stockholders  listed in the prospectus may sell all, some,
or none of their common shares registered  pursuant to this prospectus.  We will
not receive any proceeds from the offering.

         The common stock  offered for resale by the selling  stockholders  were
issued in connection with private  placements,  conversion of convertible  notes
and exercise of outstanding warrants.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of shares by the selling
stockholders.

9

                         PRICE RANGE OF OUR COMMON STOCK

         The table  below  sets  forth the high and low  closing  prices for the
common stock of the Company for each of the last ten quarters.

Period                                                High              Low
--------------------------------                     ------             -----
Quarter ended December 31, 2000                      $ 3.38             $1.13
Quarter ended September 30, 2000                     $ 4.81             $2.75

Quarter ended June 30, 2000                          $ 7.75             $3.00
Quarter ended March 31, 2000                         $10.44             $4.13
Quarter ended December 31, 1999                      $ 4.44             $1.88
Quarter ended September 30, 1999                     $ 5.53             $0.25

Quarter ended June 30, 1999                          $ 0.75             $0.38
Quarter ended March 31, 1999                         $ 0.75             $0.28
Quarter ended December 31, 1998                      $ 0.50             $0.28
Quarter ended September 30, 1998                     $ 1.03             $0.44


         As of November 30, 2000, we had approximately 233 holders of its shares
of common stock,  not including  those held in street name by several  brokerage
firms. As of November 30, 2000, a total of 11,677,245 shares of our common stock
underlie outstanding options, warrants and convertible notes.

                                 DIVIDEND POLICY

         We have  never  paid a cash  dividend  on our  common  stock and do not
anticipate paying cash dividends on our common stock in the foreseeable  future.
We intend to retain earnings,  if any, to support our planned growth. Any future
dividends  will be at the  discretion  of our board of  directors,  subject to a
number of  factors,  including  our  results  of  operations,  general  business
conditions, capital requirements, general financial condition, and other factors
deemed relevant by our board of directors.

         Our Series D preferred stock carries a cumulative dividend of $0.60 per
share per year,  which has been accrued  beginning  July 1, 1994, and is payable
quarterly  to the  extent  permitted  by law.  On  September  11,  2000,  and in
connection  with the exchange of 204,167 shares Series D preferred  stock with a
liquidation value of $6.00 per share for 408,334 shares of common stock based on
a per share price of $3.00 per share, we declared accrued  dividends of $759,110
in the aggregate.  Two of the Series D preferred  stockholders  agreed to accept
158,638  shares of common  stock for  $475,915 in accrued  dividends  based on a
$3.00 per share value. As of November 30, 2000, there are no shares of preferred
stock outstanding.


10
                             SELECTED FINANCIAL DATA

         In the table below,  we provide you with unaudited  summary  historical
financial  data of  Alternative  Technology  Resources,  Inc.  ("ATR").  We have
prepared this  information  using the  financial  statements of ATR for the five
years ended June 30, 2000 and the  three-month  periods ended September 30, 1999
and 2000. Basic and diluted net loss per share data and shares used in per share
calculations  have been adjusted for the year ended June 30, 1996 to reflect our
one-for-ten  consolidation of our outstanding common stock effective on December
2, 1996; and certain reclassifications have been made to financial data in years
ended June 30, 1996 through 1999 to conform with the current presentation.

When you read this unaudited summary historical  financial data, it is important
that you read along with it the  historical  financial  statements  and  related
notes  in our  annual  and  quarterly  reports,  as well as the  section  titled
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations."


                                                                                                   
                                                                                                              As of and for the
                                                                                                            Three Months Ended
                                                      As of and for the Years Ended June 30                     September 30
                                ------------- -------------  ------------  ------------  -------------- -------------- ------------
                                     1996          1997           1998         1999           2000           1999           2000
                                                                                                          (Unaudited)
Statement of Operations Data:

Contract programming revenue    $  1,280,303  $  2,018,064   $  5,250,002  $  6,340,235   $  2,561,101   $    944,651  $    178,019
Contract programming gross
  profit (loss)                      301,908        74,275        530,379     1,030,893        422,062         94,714        42,217
Product development costs                 --            --             --            --     (1,154,244)            --    (1,057,426)
Selling, general and
 administrative                    1,313,116     1,160,015      1,336,342     1,223,539      1,276,726        276,944     2,141,486

Loss from operations              (1,695,096)     (990,579)      (805,963)     (192,646)    (2,008,908)      (182,230)   (3,156,695)
Total other income (expense)        (152,716)      342,392       (437,981)     (524,101)    (2,806,733)    (2,512,402)      (50,936)

Net loss                          (1,847,812)     (648,187)    (1,243,944)     (716,747)    (4,815,641)    (2,694,632)   (3,207,631)
Preferred stock dividends in
 arrears                            (122,500)     (122,500)      (122,500)     (122,500)      (122,500)       (30,625)     (886,142)
Net loss applicable to common
 stockholders                     (1,970,312)     (770,687)    (1,366,444)     (839,247)    (4,938,141)    (2,725,257)   (4,093,773)
Basic and diluted net loss per
 share                          $      (0.12) $      (0.03)  $      (0.05) $      (0.03)  $      (0.10)  $      (0.07) $      (0.07)
Shares used in per share
 calculations                     16,124,056    25,369,315     25,964,142    26,127,730     50,329,614     36,818,746    56,695,586

Balance Sheet Data:

Total assets                    $    366,347  $    298,142   $    837,353  $    599,440   $  2,502,703   $  1,184,524  $ 10,227,895
Long-term obligations                738,752     2,787,262      4,006,565     4,258,090      3,567,424      3,258,090     3,800,450
Accrued preferred stock
 dividends                           245,000       367,500        490,001       612,501        735,001        643,126       283,195
Redeemable preferred stock,
 Series D                          1,225,002     1,225,002      1,225,002     1,225,002      1,225,002      1,225,002            --

Stockholders' equity (deficit)    (3,255,515)   (3,688,513)    (4,844,274)   (5,587,475)    (2,974,406)    (3,846,822)    5,636,119




11

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS


         The  following  management's   discussion  and  analysis  of  financial
  condition and results of operations contains  forward-looking  statements that
  involve risks and  uncertainties.  Our actual results could differ  materially
  from those anticipated in these forward-looking  statements as a result of the
  factors described in the section entitled "Risk Factors" and elsewhere in this
  document.

Results of Operation

Three months ended  September 30, 2000 compared to three months ended  September
30, 1999

Financial Condition

         Cash and cash equivalents  increased  approximately  $8.2 million since
June 30, 2000 primarily as a result of the Company selling  3,333,334  shares of
its common stock at a price of $3.00 per share in a private  placement in August
2000 The  private  placement  was  also  the  primary  cause  for the  Company's
stockholders'   deficit  of  $2,974,406  at  June  30,  2000  becoming  positive
stockholders'  equity of $5,636,116 at September 30, 2000. At September 30, 2000
substantially all of the Company's cash was invested in money market accounts.

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

Results of Operation

Contract programming

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

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

12

         Programmer Costs.  Programmer costs are the salary,  and other wage and
benefit costs of the Company's programmer  employees.  These costs decreased 80%
for the three month period ended  September 30, 2000 compared to the same period
last year.  This  decrease is  primarily  due to the  reduction in the number of
contract  programmers  working at customer sites as discussed above in "Contract
Programming Revenue".

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

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

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

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

Product Development Costs

         In October 1999 the Company began  incurring  costs to development  its
Internet  Exchange.  Costs  incurred are primarily the salary and other wage and
benefit costs of the Company's  employees  involved in recruiting the network of
healthcare providers.

Selling, General and Administrative Expenses

         Selling,  General and Administrative  Expenses ("SG&A").  SG&A expenses
for the three month period ended  September 30, 2000  increased  $1,865,000  due
primarily to non-cash  employee  compensation  related to the purchase of common
stock in the  Company's  August 2000 private  placement by the  Company's  Chief
Executive  Officer and related  entities  ($1,458,000)  and due to conversion of
Series D preferred  stock into  common  stock by the  Company's  Chairman of the
Board ($317,000) in September 2000. See "Liquidity and Capital Resources."

Other Income (Expense)

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

         Interest Expense.  Interest expense  decreased  $2,392,000 in the three
months ended  September 30, 2000  primarily due to the benefit  accruing to note
holders in fiscal 2000 when conversion  terms of a $1,000,000  convertible  note

13


were amended and due to the resulting decrease in notes payable to stockholders.
See "Liquidity and Capital Resources."

Income Taxes

         As of June 30, 2000, the Company had a net operating loss  carryforward
for federal  and state  income tax  purposes  of $30  million  and $13  million,
respectively.  The federal net operating loss carryforward  expires in the years
2006 through 2019 and the state net operating loss carryforward  expires in 2000
through 2005. In connection with the Company's initial public offering, a change
of ownership (as defined in Section 382 of the Internal Revenue Code of 1986, as
amended)  occurred.  As a result, the Company's net operating loss carryforwards
generated  through  August  10,  1992 are  subject  to an annual  limitation  of
approximately $300,000.

Net Loss

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

Preferred Stock Dividends in Arrears

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

Basic and Diluted Net Loss Per Share

         The Company's net loss per share has been computed by dividing net loss
after  deducting  preferred  stock  dividends  ($886,142 in fiscal year 2001 and
$30,625 in fiscal year 2000) by the weighted  average number of shares of common
stock  outstanding  during the periods  presented.  Common stock  issuable  upon
conversion of preferred  stock (for fiscal year 2000),  common stock options and
common  stock   warrants  have  been  excluded  from  the  net  loss  per  share
calculations, as their inclusion would be antidilutive

Year ended June 30, 2000 compared to year ended June 30, 1999

Contract Programming

         Contract  Programming  Revenue.  Contract  programming  revenue results
primarily from sales of programmer  services.  Revenues decreased  $3,779,000 or
60% in fiscal year 2000 compared to fiscal year 1999.  This decrease is due to a
reduction  in the  monthly  average  number of contract  programmers  working at
customer  sites in fiscal year 2000  compared to fiscal year 1999.  There was an
average of 31  contract  programmers  at  customer  sites for  fiscal  year 2000
compared  an  average  of 82 in fiscal  year  1999.  The  Company's  results  of
operations,  in the last half of fiscal year 1999,  were  impacted by customers'
moves  toward  utilizing  individual  programmers  or  small  (2  to  4  people)
programming  teams  rather than large  programming  teams,  and the  election by
several customers to exercise their contract termination provision allowing them
to convert,  for a fee,  the  Company's  programmers  to their  employees.  As a
result, when contracts with several customers approached their termination date,
they were either not  renewed,  renewed for a fewer  number of  programmers,  or
programmers  converted to customer  employees.  The Company has  escalated  this
conversion  process  during  fiscal year 2000 to enable it to focus its business
strategy towards developing its Internet Exchange for healthcare services.

14

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

         Programmer  Costs.  Programmer  costs are the salary and other wage and
benefit costs of the Company's  programmer  employees.  These costs decreased by
$2,769,000  or 61% in  fiscal  year 2000  compared  to fiscal  year  1999.  This
decrease is primarily due to the reduction in the number of contract programmers
working at customer sites as discussed above in "Contract Programming Revenue".

         Startup  and Other  Costs.  Startup  and  other  costs are the costs of
recruiting,  training,  and travel for programmer employees coming to the United
States 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 the Company
whenever  programmer  employees  are hired and  enter the  United  States or are
relocated once in the United States but before these  programmers  begin working
at a  customer's  work site.  There are times when under  immigration  law,  the
Company, 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.

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

         Startup and other costs  decreased  $649,000 or 62% in fiscal year 2000
as  compared  to fiscal  year 1999.  This  decrease  is due to a decrease in the
number of programmers  who were in the United States but not working at customer
sites.  In fiscal  year 2000  there was an average  of 2  programmers  per month
temporarily unassigned compare to 8 in fiscal year 1999.

         Contract  Programming  Gross  Profit.  The  gross  profit  on  contract
programming  revenue  was 16% for  fiscal  year  2000 and 12%  (before  contract
termination  fees) for fiscal year 1999.  The  increase  for fiscal year 2000 is
primarily due to the programmer employees retained during fiscal year 2000 being
at a lower  salary  level than  programmers  employed in fiscal year 1999 and to
suspension of recruitment in fiscal year 2000.

Product Development Costs

         In October  1999 the  Company  began  incurring  costs to  develop  its
Internet  Exchange.  Costs incurred  primarily are the salary and other wage and
benefit costs of the Company's  employees  involved in recruiting the network of
healthcare providers.

15

Selling, General and Administrative Expenses

         SG&A expense  increased  $53,000 or 4% in fiscal year 2000  compared to
fiscal year 1999  primarily  due to startup  development  fees  payable to WebMD
Corp.

Other Income (Expense)

         Interest Income.  Interest income increased $88,000 in fiscal year 2000
primarily due to short-term  investment of cash balances and to notes receivable
from  employees  and  officers  of the  Company.  No such  investments  or notes
receivable existed in fiscal year 1999.

         Interest Expense.  Interest expense increased $2,370,000 in fiscal year
2000  compared  to fiscal  year  1999 due to the  benefit  accruing  to the note
holders from amending the conversion terms of the $1,000,000  convertible  note.
See "Liquidity and Capital Resources."

Income Taxes

         The Company  accounts  for income  taxes under  Statement  of Financial
Accounting  Standards  No.  109.  As of June 30,  2000,  the  Company  had a net
operating  loss  carryforward  for federal and state  income tax purposes of $30
million  and  $13  million,   respectively.   The  federal  net  operating  loss
carryforward  expires in the years 2006 through 2019 and the state net operating
loss carryforward expires in 2000 through 2005. In connection with the Company's
initial public offering, a change of ownership (as defined in Section 382 of the
Internal Revenue Code of 1986, as amended) occurred.  As a result, the Company's
net operating loss  carryforwards  generated through August 10, 1992 are subject
to an annual limitation of approximately $300,000.

         In 1993, a controlling  interest of the Company's  stock was purchased,
resulting  in a  second  annual  limitation  of  approximately  $398,000  on the
Company's ability to utilize net operating loss carryforwards  generated between
August  11,  1992,  and  September  13,  1993.  The  Company  expects  that  the
aforementioned  annual  limitations will result in $4.5 million of net operating
loss  carryovers,  which will not be  utilized  prior to the  expiration  of the
carryover period.

Net Loss

         Net loss  increased to  $4,815,641 in fiscal year 2000 from $716,747 in
fiscal year 1999  primarily  due to product  development  costs of the Company's
Internet Exchange and increased interest expense.

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 ($122,500 in each of the fiscal years
2000 and  1999) 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 diluted net loss per share  calculations,  as their  inclusion
would be  antidilutive.  Net loss per share  increased  as a result of a greater
loss partially  offset by a greater  weighted average number of shares in fiscal
year 2000 compared to fiscal year 1999.

16


Year ended June 30, 1999 compared to year ended June 30, 1998

Contract Programming

         The Company's results of operations were impacted, during the last half
of fiscal 1999, by customers moving toward utilizing  individual  programmers or
small (2 to 4 people)  programming teams rather than large programming teams and
several customers  choosing to exercise a contract  provision which allowed them
to convert the  Company's  programmers  to their  employees.  As a result,  when
contracts with several  customers  approached their  termination date, they were
either not renewed,  renewed for a fewer number of  programmers,  or programmers
converted to customer employees. Therefore, in the last half of fiscal 1999, the
monthly  average  number of programmers at customer sites dropped to 70 from the
93 monthly  average in the first half of fiscal  1999 and 88 in the last half of
fiscal  1998;  and the  number  of  programmers  pending a  customer  assignment
increased to a monthly  average of 13 in the second half of fiscal 1999 from the
3 monthly  average in the first half of fiscal  1999 and the last half of fiscal
1998.  Although the gross margin (excluding  contract  termination fees) for the
second  half of fiscal  1999 was only  7.7%,  it was 15.9% in the first  half of
fiscal  1999,  and 12.3% for the full  fiscal  year 1999  compared  to 10.1% for
fiscal 1998.

         Contract Programming Revenue. Contract programming revenue results from
sales of programmer  services.  Revenues  increased  $1,090,000 or 21% in fiscal
1999  compared to fiscal  1998.  This  increase was due to a 12% increase in the
number of  programmers in fiscal 1999 compared to fiscal 1998 and due to billing
rate increases during fiscal 1999.

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

         Programmer  Costs.  Programmer  costs are the salary and other wage and
benefit  costs of the  Company's  programmer  employees.  These costs  increased
$653,000, or 17% in fiscal 1999 compared to fiscal 1998. This increase is due to
the 12% increase in the number of  programmers  and to  increasing  salaries for
more experienced programmers.

         Start-up  and Other  Costs.  Startup  and other  costs are the costs of
recruiting,  training,  and travel for programmer employees coming to the United
States 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 employee compensation paid by the
Company whenever  programmer  employees are hired and enter the United States or
are  relocated  once in the United  States but before  these  programmers  begin
working at a customer's work site.  There are times when under  immigration law,
the  Company,  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.

         The Company expenses startup 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 the Company's
case because of its relatively small revenue base and because of its growth. The

17

effect  may be  particularly  noticeable  whenever  the timing of  placement  of
employees  is such that the major  startup  costs  occur  late in one  reporting
period and programmers begin to generate revenue in subsequent periods.

         Start-up  and other  costs  increased  $190,000  or 22% in fiscal  1999
compared to fiscal  1998.  This  increase is due to an increase in the number of
programmers  in the United  States who were not  working at customer  sites.  In
fiscal  1999  there  was an  average  of 8  programmers  per  month  temporarily
unassigned compared to approximately 3 in fiscal 1998.

         Contract  Programming Gross Profit. The gross profit percentage was 16%
for fiscal 1999 compared to 10% for fiscal 1998.  Gross profit margin  increased
due to the $253,000 in contract  termination  fees received in fiscal 1999.  The
remaining  difference  is  primarily  due to billing  rate  increases  exceeding
programmer salary increases.

Selling, General and Administrative Expenses

         SG&A   expense  decreased  to $113,000 or 8% in fiscal 1999 compared to
fiscal 1998 primarily due to a decrease in noncash employee compensation related
to stock grants to Mr. W. Robert Keen.

Other Income (Expense)

         Interest  Expense.  Interest expense  increased  $86,000 in fiscal 1999
compared  to fiscal 1998 due to a net  increase in notes  payable and other debt
over the last two years of $1,500,000.

Income Taxes

         The Company  accounts  for income  taxes under  Statement  of Financial
Accounting  Standards  No.  109.  As of June 30,  1999,  the  Company  had a net
operating  loss  carryforward  for federal and state  income tax purposes of $25
million  and  $5  million,   respectively.   The  federal  net  operating   loss
carryforward  expires in the years 2006 through 2018 and the state net operating
loss carryforward expires in 1999 through 2004. In connection with the Company's
initial public offering, a change of ownership (as defined in Section 382 of the
Internal Revenue Code of 1986, as amended) occurred.  As a result, the Company's
net operating loss  carryforwards  generated through August 10, 1992 are subject
to an annual limitation of $300,000.

         In 1993, a controlling  interest of the Company's  stock was purchased,
resulting in a second annual  limitation of $398,000 on the Company's ability to
utilize net operating loss carryforwards  generated between August 11, 1992, and
September  13,  1993.  The  Company  expects  that  the  aforementioned   annual
limitations will result in $4.1 million of net operating loss carryovers,  which
may not be utilized prior to the expiration of the carryover period.

Net Loss

         Net loss decreased to $716,747 in fiscal 1999 from $1,243,944 in fiscal
1998 due to a greater  gross  margin and lower SG&A,  offset by higher  interest
expense.

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 ($122,500 in each of the fiscal years
1999 and  1998) by the  weighted  average  number  of  shares  of  common  stock
outstanding during the periods presented.  Common stock issuable upon conversion

18


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
antidilutive.  Net loss per share  decreased  as a result of a smaller  loss and
only a  slightly  greater  weighted  average  number of  shares  in fiscal  1999
compared to fiscal 1998.

Liquidity and Capital Resources

         Traditionally,  the Company has used a  combination  of equity and debt
financing  and  internal  cash  flow to fund  operations  and  finance  accounts
receivable,  but has incurred  operating  losses since its inception,  which has
resulted in an accumulated deficit of $43,839,849 at September 30, 2000.

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

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

         Subsequent to June 30, 1999, Mr.  Cameron  disposed of a portion of his
interest in the Straight  Note,  reducing the balance due him to $711,885,  plus
accrued  interest.  On August 19, 1999, the Company's Board of Directors  agreed
with the Straight Note holders to fix the  conversion  price of the  Convertible
Note to $0.044 in exchange for the Straight and/or  Convertible Notes ceasing to
accrue  interest as of that date.  Because of the decline in revenues  caused by
the  nonrenewal  of programmer  contracts  and the steady  decline in the quoted
value of the Company's  common stock at that time (trading price was at $0.25 on
August 19, 1999), the Board agreed it was in the best interest of the Company to
eliminate the future market risk that the  conversion  price become lower than a
fixed  conversion  price of $0.044.  The benefit  accruing  to the note  holders
resulting from the amendment to the conversion  terms, as measured on August 19,
1999,  was  approximately  $2.4 million and was recorded as additional  interest
expense in the quarter ended September 30, 1999.

         Subsequent  to August 19,  1999,  Mr.  Cameron  elected to replace  his
remaining  interest in the Straight Note,  including accrued interest,  with the
Convertible  Note and then  simultaneously  converted the Convertible  Note into
19,762,786 shares of the Company's common stock. All other Straight Note holders
also replaced their Straight Notes, including accrued interest, with Convertible
Notes and converted such Convertible Notes into an aggregate of 7,998,411 shares
of the Company's common stock during fiscal 2000.

19

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

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

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

         Based on the steps the Company has taken to refocus its  operations and
obtain additional financing, the Company believes that it has developed a viable
plan to address the Company's  ability to continue as a going concern,  and that
this plan will  enable the Company to  continue  as a going  concern  through at
least the end of fiscal 2001. However,  there can be no assurance that this plan
will be successfully implemented.

Effects of Inflation

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

Quantitative and Qualitative Disclosures About Market Risk

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


20


                             DESCRIPTION OF BUSINESS

General

         Alternative Technology Resources is in the early stages of constructing
an Internet Exchange for healthcare services called  "DoctorAndPatient.com." The
Company has contracted  with, and is currently  recruiting  additional,  medical
doctors,   medical  groups,   hospitals  and  other  health  care  practitioners
(collectively, "Providers") to offer their services, on a nonexclusive basis, to
individuals  and others who purchase or  facilitate  the purchase of health care
services  ("Purchasers").  The Company is recruiting these Providers through its
employees located in twenty-two cities in the United States. The Company is also
evaluating potential technology vendors and developing a proof of concept, which
it  believes  it will test in the  current  year.  The  purpose of the  Internet
Exchange  is  to  utilize  the  Internet  and  other   technologies  to  provide
administrative,  billing  and  repricing  services,  as  well  as a  direct  and
efficient connection between Providers and Purchasers.

         The Company will not provide health care  services,  but rather expects
to act as an intermediary  between  Providers and Purchasers that should benefit
both parties.  The Company  believes that  eliminating the costs associated with
traditional  "bricks  and  mortar"  operations,  creating  economies  of  scale,
facilitating  access to Providers and Purchasers,  streamlining  overhead costs,
exploiting  possibilities  for  functional  integration,   reducing  errors  and
speeding  the payment of claims  should allow  Purchasers  to pay less and allow
Providers to recover more of what they bill.

History

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

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

         In February  2000,  Jeffrey S.  McCormick  assumed the  position of 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 Bostonbased  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 will be responsible
for all phases of  development,  implementation  and  operation of the Company's
Internet Exchange. Mr. Cameron still acts as Chairman and expects to continue to
play an active  and  substantial  role in  formulating  the  Company's  business
strategy and policy. The Company will use its management's  experience in health
care and information  technology to establish the Internet  Exchange,  which has
become the  Company's  primary  focus.  At present,  the Company is in the early
stages of developing the Internet Exchange.

         The Company will not provide health care  services,  but rather expects
to act as an intermediary  between  Providers and Purchasers that should benefit
both.  The  Company   believes  that   eliminating  the  costs  associated  with
traditional  "bricks  and  mortar"  operations,  creating  economies  of  scale,
facilitating  access to Providers and Purchasers,  streamlining  overhead costs,

21

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.

Overview of the Industry

         According to the Healthcare Financing Administration ("HCFA"), in 1998,
health care in the United States was a $1.149  trillion dollar  industry,  which
accounted for  approximately  13.5% of gross domestic  product.  The industry is
characterized by extremely  complex  decisionmaking,  high  fragmentation,  high
barriers to entry,  rising  costs and slow  adoption and  incorporation  of many
information technologies.  The health care industry's poor rate of investment in
technological  innovation  has  created a system  rampant  with  inefficiencies.
According to the Health Data Directory,  less than 39% of private sector billing
claims (including commercial,  indemnity,  PPO and HMO claims) were automated in
1999.  Even those that are automated  often have  processing  delays  because of
myriad reasons,  including  improper  coding of information,  inaccurate data on
patients  and  improper  eligibility  information.  Waste  in  the  acquisition,
delivery  and  processing  of billing and payment for health  services  has been
widely  reported and  documented.  The Company  believes that there are gaps and
inefficiencies  in the purchasing  process and in billing and claims  processing
systems creating a key business opportunity for an Internet Exchange.

         In its  simplest  form,  health care can be described as the demand for
services by  individuals  ("Patients")  and the supply of services by Providers,
which include medical doctors,  hospitals,  physical therapists and other health
practitioners. Providers often form groups and practice associations. Purchasers
include  Patients and various forms of third parties,  such as HMO's,  insurance
companies,  Medicare,  Medicaid and selfinsured employers, that act as purchaser
and Payor for services provided to Patients (collectively, "ThirdParty Payors").

         In most instances,  Patients are members of a health service purchasing
group or pool  commonly  offered  by  ThirdParty  Payors.  The  members'  health
coverage is described in a plan that spells out what care is fully, partially or
not covered, rules relating to payment and deductibles,  selection of Providers,
use of  specialists,  required  permissions,  exclusions  and so  on.  In  these
circumstances,  Patients rarely pay Providers directly except for copayments and
deductibles that represent only a fraction of the total bill.

         ThirdParty  Payors pay Providers  generally after  considerable  delay.
Provider  bills are reviewed by Purchasers  and their managed care  companies to
verify Patient's eligibility,  plan group membership,  compliance with treatment
and billing format and rules,  and other plan  provisions.  The Provider's  bill
often is adjusted for violations  and errors.  Providers,  like their  Patients,
often do not  understand  many  health  plans and may accept  incorrect  payment
lowered by reductions they do not understand.

         There   are   a   large   number   of    variations    of   the   above
PatientProviderThirdParty  Payor  relationship - such as HMOs,  PPOs,  Medicare,
Medicare  enrolled  HMOs,  Medicaid - all of which involve some  combination  or
redistribution of some of the functions described.

         In a cash model, the Patient will pay the Provider  directly.  For many
Americans,  this simple cash model is the only one  possible  for all or much of
their care. In many cases, these individuals may have the financial  wherewithal
to pay for many health services.  However,  Providers  generally do not have the
time, inclination or capability to seek out these cash Patients.

Relationship to the Provider

         The  Company  is  developing  the  Internet   Exchange  for  contracted
Providers  (including  Provider  groups) to market their  services to Purchasers
more efficiently. In addition, the Company believes eliminating costs and delays
in the billing process should allow Providers to recover more of what they bill.
In the United States,  there are  approximately  750,000 medical doctors,  6,000
hospitals,   539,000  licensed  ancillary   Providers  (such  as  chiropractors,
optometrists,   physical  therapists  and  physician   assistants)  and  various

22


suppliers  (such  as  pharmacies,   durable  medical  equipment  suppliers,  and
transportation).  The  Company  is  currently  marketing  to and  entering  into
contracts with Providers.  A  transaction-processing  fee will be added to bills
received from Providers and routed to Purchasers or their intermediaries.

         Each Provider will be  responsible  for keeping  information  about its
services on the Company's Internet Exchange up to date.

Relationship to ThirdParty Payors

         The Company intends to integrate the Internet Exchange with billpricing
software so as to add efficiencies to the purchasing and processing function. We
will  make  these  additional  services  available  to  ThirdParty  Payors  on a
contractual  basis. Third Party Payors will contract with us in order to receive
Providers'  offered rates,  and in order to lower their costs by receiving bills
electronically and prepriced. The goal of this system is to introduce additional
cost  certainty  and to  streamline  the billing and  payment  process.  We will
receive a fee for transactions on our Internet Exchange.  ThirdParty Payors will
be  contractually  required to pay timely and according to rates on our Internet
Exchange  in order to  receive  the  benefit of  reduced  rates from  Providers.
However,  we have not yet reached the critical mass of Providers we believe will
be required to  commence  entering  into these  contractual  relationships  with
ThirdParty Payors.

         The revenue  models for  ThirdParty  Payors will vary  depending on the
nature of the Payor and on our negotiated contractual arrangements.

Relationship to Individual Uninsured and Under Insured Purchasers

         According to a 1998 U.S. Census Bureau  Estimate,  in the United States
today, more than 44.3 million people have no medical plan or insurance coverage.
Many more have no or  inadequate  coverage for anything but  catastrophic  care,
being mainly  without  coverage for  anything but a medical  disaster  requiring
hospitalization.  Most plans  exclude  many  types of  treatment.  Our  Internet
Exchange is being  developed to facilitate  the provision of health  services by
Providers at favorable rates to interested individual uninsured or under insured
Patients.

         In September  1999,  the Company  entered into an agreement  with WebMD
Corp. to develop a webbased  portal  through which  Patients can procure  health
services. Through this portal, a Patient will be able to view Provider offerings
and search  detailed  profile  information  for  Providers  that meet his or her
particular  needs  and  preferences.  Patients  will  pay a fee  for  access  to
Providers.  We will notify the Providers and forward  information  obtained from
the  individual.  The Provider  and Patient will thus be connected  and can make
arrangements for care on a schedule that suits them. The Company and WebMD Corp.
are currently evaluating the status of this project.

Competition

         The Company's Internet Exchange will compete with established preferred
provider  organizations,  integrated delivery systems and health plans and other
companies   offering   "discount  plans"  to  potential   customers,   including
established  and  new  Internet   companies.   These  industries  are  intensely
competitive and rapidly evolving.

         Increased competition in the industry could result in price reductions,
reduced gross margins or loss of market share,  which could  seriously  harm the
Company's business and operating  results.  The Company's success depends on the
ability to market the Internet  Exchange to potential  Providers and third party
and individual Payors and their agents.  The Company believes that the principal
competitive  factors in this market are health and managed care expertise,  data

23

integration  and  transfer  of  technology,  ability to persuade  Providers  and
Purchasers to accept new technology and new models, customer service and support
and product and service fees. Competition is expected to increase in the future.

         As a new  participant  in  the  health  care  industry,  the  Company's
potential  competitors have longer operating  histories,  significantly  greater
financial,  technical,  marketing and other resources and significantly  greater
name  recognition.   In  addition,   many  of  the  Company's  competitors  have
wellestablished relationships with the Company's current and potential customers
and have extensive knowledge of the industry.  Current and potential competitors
have established or may establish  strategic  relationships  among themselves or
with third  parties to increase  the ability of their  products  and services to
address  Payor needs.  These  competitors  may seek and obtain  business  method
patents on portions of or all their operations, which could effectively preclude
the Company from competing with the most efficient model.  Also, other companies
may implement a similar Internet strategy.  Accordingly, it is possible that new
competitors  or  alliances  among  competitors  may emerge and  rapidly  acquire
significant market share.

Government Regulation

         The Company's operations are subject to various federal and state laws.
The Company  believes that its operations  currently  comply with such laws, but
there can be no assurance that subsequent laws, or subsequent changes in current
laws  or  legal  interpretations,   will  not  adversely  affect  the  Company's
operations.

         The  confidentiality  of  patient  records  and  claims  data  and  the
circumstances  under  which  records and data may be released or must be secured
for  inclusion  in  the  Company's  databases  may  be  subject  to  substantial
regulation by state governments. These state laws govern both the disclosure and
the use of confidential patient medical records.  Although compliance with these
laws currently is principally the  responsibility of Providers and health plans,
these  regulations may be extended to cover the business and the claims data and
other  information that are included in the Company's  databases.  If these laws
are  extended to cover the  Company's  business,  the Company may be required to
expend  additional  resources  in order to comply  with  these  laws,  including
changes  to the  Company's  security  practices,  and may be  exposed to greater
liability in the event of failure to comply with these laws.

         The  Health  Insurance  Portability  and  Accountability  Act  of  1996
("HIPAA")   mandates  the  use  by  health   plans  of  standard   transactions,
identifiers,  security  and other  provisions.  The Company  plans to design its
products and services to comply with HIPAA, but any change in federal  standards
would require the Company to expend additional  resources.  Finally, the Federal
Trade Commission has become very active in  investigating  privacy issues on the
Internet within its jurisdiction over unfair and deceptive trade practices.

         The  offering  of health  provider  services  is subject  to  extensive
regulation  under state laws.  Under some state  laws,  regulators  may take the
position  that a  registration  fee for customer  access to favorable  fees from
Providers  requires  meeting the  requirements for licensing as a health plan or
health  insurer.  In  addition,  to the extent that fees are paid by  Providers,
state regulators could assert that the Company's Internet Exchange is a referral
agency,  which requires  licensing  under many state laws, or that Providers are
paying prohibited referral fees, which could subject the Provider or the Company
to civil or criminal penalties.  In addition,  the Company's  relationships with
ThirdParty Payors may require licensing or certifications in some states.  Also,
although  the Company  does not  currently  anticipate  entering the Medicare or
state Medicaid markets,  similar federal  regulations could adversely impact the
business.  Because the  ecommerce  business is  relatively  new to the  provider
network  industry,  the impact of current or future  regulations is difficult to
anticipate.

         In November  1999, the California  Department of  Corporations,  Health
Enforcement  Division,  announced that it is taking  enforcement  action against
discount  health  benefit card plans  conducting  operations  in  California  in
violation of the Health Care  Service  Plan Act of 1975 (the "HCSP Act").  If it

24


determines that a particular plan falls under its  jurisdiction,  the Department
can issue a cease and  desist  order to  require  the plan to halt its  unlawful
practices,  violations of which can lead to monetary penalties. In October 1999,
the Department issued the Company a subpoena with respect to documents  relating
to the  Company's  relationship  with WebMD Corp.  and the  potential of being a
health care service plan under the  Department's  jurisdiction.  The Company has
responded  to this  subpoena.  While the Company  does not believe its  Internet
Exchange is within the scope of the HCSP Act,  the  Department  may  continue to
require compliance with the HCSP Act, which would require substantial changes in
the Company's  business  model.  Legislation  is being proposed in California to
impose minimal  licensing  requirements  on discount  plans.  The Company cannot
predict whether this  legislation  will pass or whether it will ultimately apply
to the Company.  As the Company  develops a business  plan,  compliance  with or
prohibitions by state  regulations  could delay or eliminate  certain aspects of
the Company's business or force the Company to modify its business,  which could
have a material  adverse  impact the  Company's  business and  prospects.  As of
November 30, 2000, the Department has not requested additional  information from
the Company.

         In connection  with its program placing  foreign  computer  programmers
into U.S.  companies,  the Company must comply with the laws and  regulations of
the U.S.  Immigration and Naturalization  Service (INS).  Further, as previously
disclosed,  Alternative Technology Resources is in the process of converting its
remaining programming  employees to its customers' employees.  While the Company
has engaged an immigration lawyer to interpret INS rules and regulations,  there
can be no assurance that the immigration  laws of the United States will prevent
the Company from  converting  the  remaining  programming  employees to customer
employees.

Legal Proceedings

         The Company is not currently a party to any pending legal proceedings.

Human Resources

         At November 30, 2000,  the Company had 49  employees,  consisting of 24
employees  located  at the  Company's  headquarters  in  Sacramento,  3  foreign
computer programmer employees located at customer locations, and 22 employees in
satellite  offices in 15 states,  including  California.  This includes Provider
Development staff of 33 that is recruiting  medical providers for contracting in
35 markets in 27 states for the Internet Exchange.

Description of Property

         The Company's headquarters are located in Sacramento,  California.  The
Company  occupies  approximately  5,200  square feet of office  space,  which it
leases from Mr. James W. Cameron,  Jr., the Company's  Chairman of the Board and
majority stockholder, for a monthly rent of $11,434. A February 1, 2000 addendum
to the lease extended the expiration of the lease to January 1, 2004.

         In  addition,  the Company has assumed a lease on  approximately  2,340
square feet of office space in  Portsmith,  New  Hampshire for a monthly rent of
$3,263 commencing December 1, 2000 through May 31, 2003.


25

                                   MANAGEMENT

Directors and Executive Officers

         The following table lists our current directors and executive  officers
as of November 30, 2000:


        Name              Age     Position
----------------------   ------   ----------------------------------------------

James W. Cameron, Jr.      52     Chairman of the Board, Chief Financial Officer

Jeffrey S. McCormick       39     Director, Chief Executive Officer

Edward L. Lammerding       71     Director

Thomas W. O'Neil, Jr.      71     Director


         James W. Cameron, Jr., 52, has served as our Chairman of  our Board  of
Directors since August 1999 and Chief Financial Officer since November 2000. Mr.
Cameron  also  currently  serves as the Chief  Executive  Officer of Cameron and
Associates,  a company he founded in 1992.  From 1982 through 1992,  Mr. Cameron
was the Chief Executive Officer and Chairman of the Board of Occupational Urgent
Care Health Systems,  Inc., a publiclytraded  company he founded that, when sold
to First  Health  Group  Corp.  in 1992,  had a  market  capitalization  of $400
million.  (Subsequent to the sale, Mr. Cameron served as a director on the Board
of First Health Group.)

         Jeffrey S.  McCormick,  39, has served as our Chief  Executive  Officer
since February 2000. In November 2000, he was elected director. For at least the
previous five years, Mr.  McCormick served as the Founder and Managing  Director
of Saturn Asset  Management,  Inc., and its  affiliates,  a Boston based venture
capital  and  private  equity firm which  predominantly  focuses on  healthcare,
electronic  commerce,  digital  media  and  telecommunications.   Mr.  McCormick
identifies,  researches,  and capitalizes  emerging growth companies,  and works
extensively  with management  teams on strategic  partnerships,  capitalization,
strategy and  recruiting  senior  personnel.  He currently  sits on the Board of
Directors of Saturn and MediaSite, Inc., a Saturn portfolio company.

         Edward L.  Lammerding,  71, is a Director of the Company since November
1993 and served as Chief  Financial  Officer  from 1995 to  November  2000.  Mr.
Lammerding  was the Chairman of the Board of  Alternative  Technology  Resources
from 1995 to 1999, President of Sierra Resources  Corporation from 1982 to 1996;
Chairman  of the Board of  Digital  Power  Corporation  from  1989 to 1998.  Mr.
Lammerding is a former member of the California Lottery Commission;  a member of
the St.  Mary's  College  Board of Trustees and was a Director and  Secretary of
OUCH from September 1983 to February 1992.

         Thomas W.  O'Neil,  Jr.,  71, is a Director of the Company and has been
since November 1995. Mr. O'Neil is a Certified  Public  Accountant and a Partner
at  Schultze  and O'Neil,  CPA's  since  April  1991.  He has been a director of
Digital  Power  Corporation  since 1991 and is a Retired  Partner from KPMG Peat
Marwick  where he worked from 1955 to 1991.  Also,  he served as Chairman of the
Board of Directors  of the  California  Exposition  and State Fair and serves as
Director,  Regional Credit Association and is a member of the St. Mary's College
Board of Regents.

26

Family Relationships.

         There are no  family  relationships  between  any of the  directors  or
executive officers.

Executive Compensation

                           SUMMARY COMPENSATION TABLE

         The following table contains  information  regarding  compensation paid
with  respect  to the  three  preceding  fiscal  years  to the  Company's  Chief
Executive  Officer  and each  other  executive  officer  whose  salary and bonus
exceeded  $100,000  (the "Named  Executives"  for the fiscal year ended June 30,
2000):

 
                                                                                             

                                                                                             Long-Term Compensation
                                           Annual Compensation                                          Awards
                                ------------------------------------------------------    --------------------------------
                                                                          Other             Securities         All Other
                                Fiscal                                   Annual             Underlying        Compensation
        Name                     Year      Salary ($)      Bonus      Compensation         Options/SARs#        and LTIP
---------------------------     -------   -----------     ------     -----------------    ----------------   -------------

James W. Cameron, Jr. (1)        2000           None       None       $     90,000(2)           25,000(3)         None

Jeffrey S. McCormick (4)         2000     $   25,000       None               None           7,000,000(5)         None

George R. Van Derven (6)         2000     $  112,500       None               None              25,000(7)         None
                                 1999     $  151,735       None               None                None            None
                                 1998     $  150,000       None               None                None            None


-------------------

(1)  Mr.  Cameron  served as Chief  Executive  Officer  from  August  1999 until
     February 2000.
(2)  Amounts  were paid to  Cameron  and  Associates  for  providing  consulting
     services to the Company.
(3)  On  January  3,  2000,  the  Company  granted  to Mr.  Cameron an option to
     purchase 25,000 shares of common stock at $4.44 per share.
(4)  Mr. McCormick was named Chief Executive  Officer of the Company on February
     17, 2000. See "Employment Agreement with Jeffrey S. McCormick."
(5)  On April 14, 2000 the  Company  granted to Mr.  McCormick  a  non-qualified
     option to purchase  7,000,000  shares of common stock at $3.00, the closing
     price  per  share  of the  Company's  common  stock  as of the  date of the
     employment agreement.
(6)  Mr. Van Derven served as President until October 1999
(7)  On August  19,  1999,  the  Company  granted to Mr. Van Derven an option to
     purchase  25,000  shares of common stock at $0.25 per share.  These options
     were forfeited (in accordance  with terms of the stock option plan) 90 days
     following termination of his employment with the Company.

27
                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The  following  table  provides  information  relating to stock options
granted during fiscal year ended June 30, 2000.


                                                                                            

                                                                                                Potential Realized Value at
                                                     % of Total                                   Assumed Annual Rates of
                                                      Options                                   Stock Price Appreciation for
                                                     Granted to      Exercise                           Option Term
                                 Options/SARs       Employees in     Price per    Expiration   ------------------------------
                                   Granted #        Fiscal Year        Share         Date            5%               10%
                                --------------     --------------    ---------   ------------  --------------  --------------

James W. Cameron, Jr.                25,000              0.32%         $4.44       1/2/2010    $     69,807    $     176,905

Jeffrey S. McCormick              7,000,000             88.83%         $3.00      4/14/2010    $ 13,206,787    $  33,468,592

George R. Van Derven                 25,000              0.32%         $0.25      6/30/2000(1)          N/A              N/A



-------------------------

(1)  On August  19,  1999,  the  Company  granted  Mr.  Van  Derven an option to
     purchase  25,000  shares of common stock at $0.25 per share.  These options
     were forfeited (in accordance  with terms of the stock option plan) 90 days
     following termination of his employment with the Company.

         The exercise price of each option was equal to the fair market value of
our common stock on the date of the grant.  Percentages  shown under "Percent of
Total  Options  Granted to  Employees  in the Last Fiscal  Year" are based on an
aggregate of 7,880,000  options  granted to our  employees  under the 1997 Stock
Option Plan and outside of this plan during the year ended June 30, 2000.

         Potential  realizable  value is based on the assumption that our common
stock appreciates at the annual rate shown,  compounded annually,  from the date
of grant until the expiration of the ten-year term. These numbers are calculated
based on Securities and Exchange Commission  requirements and do not reflect our
projection or estimate of future stock price growth. Potential realizable values
are computed by:

o    Multiplying  the number of shares of common stock subject to a given option
     by the exercise price.

o    Assuming  that the  aggregate  stock value  derived  from that  calculation
     compounds  at the  annual 5% or 10% rate  shown in the table for the entire
     ten-year term of the option, and

     Subtraction from that result the aggregate option exercise price.

                          FISCAL YEAR END OPTION VALUES

         The following table sets forth for each of the executive officers named
in the  Summary  Compensation  Table the  number  and value of  exercisable  and
unexercisable options and SARs at fiscal year end:

28

                                                                                              

                                                                   Number of Securities
                                                                  Underlying Unexercised              Value of Unexercised
                                                                       Options/SARs                 In-The-Money Options/SARs
                                  Shares                             At June 30, 2000                   At June 30, 2000
                               Acquired on       Value         -----------------------------     --------------------------------
                               Exercise(#)     Realized ($)    Exercisable    Unexercisable       Exercisable    Unexercisable
                              --------------   ------------    -----------    --------------     -------------   ----------------

James W. Cameron, Jr.               None              None        25,000             None         $     8,525              None

Jeffrey s. McCormick                None              None          None        7,000,000                None     $  12,467,000

George R. Van Derven              87,500        $  322,028          None             None                 N/A               N/A

--------------------------


         Amounts  shown  under the  column  "Value of  Unexercised  In-The-Money
Options at June 30, 2000," represent the difference between the trading price of
a share of common stock  underlying  the options at June 30, 2000,  of $4.78 per
share (the  closing  price on June 30,  2000,  as reported  by the OTC  Bulletin
Board) less the corresponding exercise price of such options.

Compensation of Directors

         Directors  do not receive  compensation  for serving as such;  however,
each Director who is not an employee of the Company can be granted  annual stock
options under the  Company's  1997 Stock  Option/Stock  Issuance  Plan.  Messrs.
Cameron, Lammerding and O'Neil were granted options to purchase 25,000 shares of
the Company's  common stock at an exercise  price equal to the fair market value
on the date of grant in January 2000 for their services during fiscal year 2000.

Employment Agreement

         In  April  2000,  we  entered  into an  employment  agreement  with Mr.
McCormick to become our Chief  Executive  Officer  effective  February 17, 2000.
Beginning July 1, 2000 and for the remaining term of Mr. McCormick's employment,
the Board shall nominate him to serve as a Director of the Company.  The initial
term of the agreement is 5 years,  automatically continuing for successive terms
of one year unless terminated by either party by written notice at least 30 days
prior  to  the  end of  the  initial  or any  succeeding  terms.  The  agreement
established  Mr.  McCormick's  initial  annual base salary at $150,000  per year
beginning  May  1,  2000  and  provided  for  a  grant  to  Mr.  McCormick  of a
non-qualified  stock option to purchase up to 7,000,000  shares of the Company's
common  stock at an  exercise  price  of $3.00  (the  fair  market  value of the
Company's common stock on the date of grant.)

         The option  vests  ratably  over 5 years and expires on April 14, 2010.
The agreement  provides that vesting shall accelerate and the option become 100%
vested  upon:  death of Mr.  McCormick,  a change of control of the  Company,  a
change of a majority of the current  Board of  Directors  during the term of his
employment, or a termination by Mr. McCormick for a "good reason" or termination
by the Company without "cause." "Piggy-back" registrations rights are applicable
to all  option  stock  issued to Mr.  McCormick,  including  stock  related to a
6,000,000 option from Mr. Cameron to Mr. McCormick.  The agreement provides that
in the event Mr.  McCormick  terminates  for a "good  reason"  or is  terminated
without  "cause,"  he shall  receive  an  amount  equal to 18 months of his base
salary,  at the rate then in  effect,  to be paid in a lump sum no later than 30
days following termination,  and he shall continue to receive fringe benefits as
in effect at the time of termination for 18 months  following such  termination.

29

In addition he shall also  receive  any bonus  amount,  or pro rata share of any
bonus amount that may have been awarded to him as the compensation  committee of
the Board, in its sole discretion, may have authorized as a bonus.

1993 and 1997 Stock Option/Stock Issuance Plans

         The 1993 Stock Option/Stock  Issuance Plan (the "1993 Plan"),  pursuant
to which key employees  (including  officers) and consultants of the Company and
the  non-employee  members  of the  Board of  Directors  may  acquire  an equity
interest in the  Company,  was adopted by the Board of  Directors  on August 31,
1993 and  became  effective  at that  time.  The 1993 Plan  provided  that up to
400,000  shares of common  stock could be issued over the  ten-year  term of the
1993 Plan.  Upon  stockholder  approval of the 1997 Stock Option Plan (the "1997
Plan"), the Board of Directors terminated the 1993 Plan, which termination shall
not alter the vesting  provisions  or any other term or  condition of any option
granted prior to the termination of the 1993 Plan.

         The 1997 Plan, pursuant to which key employees (including officers) and
consultants  of the  Company  and  the  non-employee  members  of the  Board  of
Directors  may  acquire an equity  interest in the  Company,  was adopted by the
Board of Directors on November 18, 1997 and became effective at that time.

         An aggregate of 3,000,000 shares of common stock may be issued over the
five-year  term of the 1997  Plan.  Subject to the  oversight  and review of the
Board of  Directors,  the 1997  Plan  shall  generally  be  administered  by the
Company's  Compensation  Committee  consisting  of  at  least  two  non-employee
directors as appointed by the Board of Directors.  The grant date, the number of
shares  covered  by an option  and the  terms and  conditions  for  exercise  of
options,  shall  be  determined  by the  Committee,  subject  to the  1997  Plan
requirements.  The Board of Directors shall determine the grant date, the number
of shares  covered by an option and the terms and  conditions  for  exercise  of
options to be granted to members of the Committee.

         During fiscal 2000, the Company  granted  options to purchase shares of
common  stock to Messrs.  Cameron,  Keen and Van Derven under the 1997 Plan (see
table  of  "Option/SAR  Grants  in Last  Fiscal  Year").  As of June  30,  2000,
approximately 1,840,000 shares are available under the 1997 Plan for grant.

Limitation of Liability and Indemnification

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a  corporation  to indemnify  its  directors,  officers,  employees and
agents under certain circumstances. Article Seventh of the Company's Amended and
Restated Certificate of Incorporation  provides that the Company shall indemnify
to the fullest extent permitted by Section 145 of the General Corporation Law of
the State of  Delaware,  as amended  from time to time,  all persons whom it may
indemnify   pursuant  thereto.   Article  Sixth  of  the  Amended  and  Restated
Certificate of  Incorporation  further  provides that no director of the Company
shall be  personally  liable to the  Company or its  stockholders  for  monetary
damages for any breach of fiduciary duty as a director;  provided, however, that
such clause shall not apply to any liability of a director (1) for any breach of
the director's duty of loyalty to the Company or its stockholders,  (2) for acts
or omissions that are not in good faith or involve  intentional  misconduct or a
knowing  violation of the law, (3) under Section 174 of the General  Corporation
Law of the State of Delaware, or (4) for any transaction from which the director
derived an improper personal benefit.

Disclosure of Commission Position on Indemnification for Securities Act
Liabilities

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be  permitted  to  directors,  officers  or persons  controlling
Alternative  Technology Resources,  we have been informed that in the opinion of
the Securities and Exchange Commission, indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

30

Security Ownership of Certain Beneficial Owners and Management

         The  following  table  sets  forth  certain  information  as to (i) the
persons or entities known to the Company to be beneficial owners of more than 5%
of the Company's common stock as of November 30, 2000, (ii) all directors of the
Company,  and (iii) all  directors  and  executive  officers of the Company as a
group.

                                                     Common Stock
                                           ---------------------------------
Name of Beneficial Owner                   Number of Shares         Percent
---------------------------------------    -----------------        --------

James W. Cameron, Jr.                         39,437,784 (1)         66.5%
629 J Street
Sacramento, CA  95814

Jeffrey S. McCormick                          15,650,334 (2)         23.6%
629 J Street
Sacramento, CA  95814

Edward L. Lammerding                              30,000 (3)          *

Thomas W. O'Neil, Jr.                             81,050 (3)          *

All directors and executive officers          49,198,118 (4)         81.7%
As a group (4 persons)

----------------------

* Less than 1.0%.

(1)  Includes  25,000 shares  issuable  upon exercise of options.  Also includes
     6,000,000 shares optioned to Mr. McCormick and immediately exercisable.
(2)  Includes  7,000,000 shares issuable upon exercise of options,  all of which
     are subject to vesting,  includes  6,000,000  shares  under option from Mr.
     Cameron and immediately exercisable,  and 1,699,667 shares held by entities
     in which Mr. McCormick may be deemed to be in control.
(3)  Includes 30,000 shares issuable upon exercise of options.
(4)  Includes 7,085,000 shares issuable upon exercise of options.

                              PLAN OF DISTRIBUTION

         The selling  stockholders  and any of their  pledgees,  assignees,  and
successors-in-interest  may, from time to time, sell any or all or none of their
common shares on any stock exchange,  market,  or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  selling  stockholders  may  use any one or more of the
following methods when selling common shares:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer solicits purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer for its account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable exchange;

     o    privately negotiated transactions;

     o    short sales;

31

     o    broker-dealers  may  agree  with the  selling  stockholders  to sell a
          specified number of such shares at a stipulated price per share;

     o    a combination of any of the above methods of sale; and

     o    any other method permitted pursuant to applicable law.

         The selling  stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

         The selling  stockholders  may also  engage in short sales  against the
box, puts and calls and other  transactions in securities of ours or derivatives
of our securities and may sell or deliver common shares in connection with these
trades. The selling stockholders may pledge their common shares to their brokers
under the margin  provisions of customer  agreements.  If a selling  stockholder
defaults on a margin loan, the broker may, from time to time, offer and sell the
pledged common shares.

         Broker-dealers  engaged by the  selling  stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the selling stockholders (or, if any broker-dealer
acts as agent for the purchaser of common shares, from the purchaser) in amounts
to be negotiated.  The selling  stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

         The  selling  stockholders  and any  broker-dealers  or agents that are
involved in selling the common shares may be deemed to be "underwriters"  within
the meaning of the Securities Act in connection  with such sales. In such event,
any commissions  received by such broker-dealers or agents and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act.

         We  are  required  to  pay  all  fees  and  expenses  incident  to  the
registration of the common shares,  including fees and  disbursements of counsel
to the selling stockholders.  We have agreed to indemnify certain of the selling
stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.


32


                              SELLING SHAREHOLDERS

         The following table identifies the selling stockholders, as of November
30, 2000, and indicates certain  information known to us with respect to (i) the
number of common shares beneficially owned by the selling stockholder,  (ii) the
number of common shares to be offered for the selling stockholders' account, and
(iii) the number of common shares and percentage of outstanding common shares to
be beneficially  owned by the selling  stockholders after the sale of the common
shares offered by the selling stockholders.  The term "beneficially owned" means
common shares owned or that may be acquired within 60 days. The number of common
shares  outstanding  as of  November  30,  2000,  was  59,351,577.  The  selling
stockholders may sell some, all, or none of their common shares.


                                                                                                      

                                                    Shares Beneficially Owned         Shares to be       Shares  Beneficially
                                                       Prior to Offering                Offered          Owned After Offering
                                                 -----------------------------      ------------------ -------------------------
Name of Shareholder                                   Number       Percentage              Number          Number     Percentage
----------------------------------------------   ---------------   ----------       ------------------  ------------  ----------

Cameron, James W., Jr.
     Director                                      39,437,784(1)     66.4%               6,000,000       33,437,784       56.3%

McCormick, Jeffrey S.
     Director                                      15,652,134(2)     23.5%               6,285,800(3)     9,366,334       14.0%

Aitken, Steven R. & Aitken, Nancy A.                    6,667            *                   6,667                0          0

Antonio, Susan M.N.                                    17,333            *                  17,333                0          0

Brewin, Lisa A.                                         1,800            *                   1,800                0          0

Buckner, Jeff                                         496,657            *                 496,657                0          0

Cafarella, John A. & Cafarella, Allison R.              6,667            *                   6,667                0          0

Cameron, Clark H.                                   2,040,853(4)      3.4%               2,040,853(4)             0          0

Cameron, Jason D.                                      30,013            *                  30,013                0          0

Cameron, Robert W.                                     30,013            *                  30,013                0          0

Castillo, Alice                                       116,043            *                 116,043                0          0

Conner, Terry L.                                      200,085            *                 200,085                0          0

Desko, John T. & Desko, Cynthia K.                     13,333            *                  13,333                0          0

Edelstein, David A.                                 2,000,853         3.8%               2,000,853                0          0

Favero, Roger                                       1,000,426         1.7%               1,000,426                0          0

Finlayson, Ronald J.                                    1,800            *                   1,800                0          0

Garcia, Robert                                         23,977            *                  23,977                0          0

Gerhard, Lang H.                                      166,667            *                 166,667                0          0

Godsey, Dirk                                          200,085            *                 200,085                0          0

Gradie, Phillip E. & Gradie, Grace M.                   6,667            *                   6,667                0          0

Haber, William M.                                     20,000             *                  20,000                0          0

Heller, Irwin M.                                      33,333             *                  33,333                0          0

Hoke, Barbara A. & Hoke, Thomas A.                     5,000             *                   5,000                0          0

33
                                                    Shares Beneficially Owned         Shares to be       Shares  Beneficially
                                                       Prior to Offering                Offered          Owned After Offering
                                                 -----------------------------      ------------------ -------------------------
Name of Shareholder                                   Number       Percentage              Number          Number     Percentage
----------------------------------------------   ---------------   ----------       ------------------  ------------  ----------

Jackson, Virginia                                        400             *                     400                0          0

Jergens, Kathryn                                      20,000             *                  20,000                0          0

Keen, W. Robert                                      902,414 (5)      1.5%                 527,414          375,000(5)       *

Keen, Walter B. & Keen, Marsha B. Trust              221,500             *                 221,500                0          0

Lynch, Kevin                                           1,800             *                   1,800                0          0

Lyustiger, Nikolai S.                                266,667             *                 266,667                0          0

Maher, Daniel                                          8,333             *                   8,333                0          0

Max Negri Trust, The                               3,013,832(6)       4.9%               3,013,832(6)             0          0

McBirney, Jennifer F.                                  1,800             *                   1,800                0          0

McCormick, Bryan Casey                                33,333             *                  33,333                0          0

McCormick, Colleen                                    33,333             *                  33,333                0          0

McCormick, James G. &
     McCormick, Ellen J.                              33,333             *                  33,333                0          0

Mintz Levin Investments LLC                           33,333             *                  33,333                0          0

Negri Foundation                                     108,101(7)          *                 108,101(7)             0          0

O'Hara, Kevin P. & O'Hara, Tracy S.                    5,000             *                   5,000                0          0

O'Hara, Patrick E. &
     O'Hara, Bernadette M.                             5,000             *                   5,000                0          0

Oliphint, Greg                                        30,013             *                  30,013                0          0

Oliphint, Kim                                        100,043             *                 100,043                0          0

Ramsdell, Robert                                     494,200(8)          *                 494,200(8)             0          0

Ramsdell Family Trust                                100,000             *                 100,000                0          0

Ramsdell Irrevocable Trust                           130,814             *                 130,814                0          0

Ramsdell, W. Robert &
     Ramsdell, Marjorie F., Trust                    275,128             *                 275,128                0          0

Ramsdell, Wallis Naomi                                 5,000             *                   5,000                0          0

Roach, Michael & Roach, Karen M.                       6,667             *                   6,667                0          0

Runnels, G. Tyler                                    185,085             *                 185,085                0          0

Saponaro, Charles F.                                   1,800             *                   1,800                0          0

Saturn Asset Management Trust                         34,800(9)          *                  34,800(9)             0          0

Saturn Partners Limited Partners                   1,666,667(9)       2.8%               1,666,667(9)             0          0

Savard, Mary Foreman                                   1,800             *                   1,800                0          0


34
                                                    Shares Beneficially Owned         Shares to be       Shares  Beneficially
                                                       Prior to Offering                Offered          Owned After Offering
                                                 -----------------------------      ------------------ -------------------------
Name of Shareholder                                   Number       Percentage              Number          Number     Percentage
----------------------------------------------   ---------------   ----------       ------------------  ------------  ----------

Shaw, John                                           133,333             *                 133,333                0          0

Smith, Carole S.                                      75,032             *                  75,032                0          0

Stewart, Shirley F.  Revocable Trust                     284             *                     284                0          0

Story, Colleen                                       100,043             *                 100,043                0          0

Thomson, Stewart W.                                  175,000             *                 175,000                0          0

Totino, Dante Francis                                  5,000             *                   5,000                0          0

Totino, Stella Rochelle                                5,000             *                   5,000                0          0

Weinstein, David                                      10,000             *                  10,000                0          0

Wojewoda, Irena                                       30,013             *                  30,013                0          0

Young, John Sacret                                    20,000             *                  20,000                0          0



Footnotes to Table

*    Less than one percent
(1)  Includes  25,000 shares  issuable  upon exercise of options.  Also includes
     6,000,000 shares optioned to Mr. McCormick and immediately exercisable.
(2)  Includes  7,000,000 shares issuable upon exercise of options,  all of which
     are subject to vesting,  6,000,000 shares under option from Mr. Cameron and
     immediately exercisable, and 1,701,467 shares held by entities in which Mr.
     McCormick may be deemed in control, as disclosed in note 9 below.
(3)  Includes  6,000,000 shares that may be acquired  pursuant to an option with
     Mr. Cameron.
(4)  Includes  40,000  shares of common held by four  trusts of which Mr.  Clark
     Cameron is a trustee.
(5)  Includes  options to acquire 375,000 shares of common stock.  Also includes
     221,500  shares of common  stock held in the name of the Walter B. Keen and
     Marsha B. Keen Trust.
(6)  Includes  634,837 shares that may be issued upon  conversion of convertible
     notes.
(7)  Represents  shares that may be acquired upon the  conversion of convertible
     notes.
(8)  Represents  shares that may be acquired  upon the  exercise of warrants and
     may be resold.
(9)  Mr.  McCormick  controls  both  Saturn  Asset  Management  Trust and Saturn
     Partners Limited Partners.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Financing Arrangements

         The Company has  received  shortterm,  unsecured  financing to fund its
operations in the form of notes payable of $3,567,424 as of June 30, 2000,  from
Mr.  Cameron and another  stockholder.  These notes bear interest at 10.25%.  On
January 1, 2000,  Mr.  Cameron and the other  stockholder  extended the maturity
date on all notes payable originally  maturing December 31, 1999, to the earlier
of December 31, 2000, or such time as the Company obtains equity  financing,  in
return for an extension fee of 2% of the amounts extended. In addition, interest
accrued on these notes as of December  31,  1999,  was  included in the extended
principal amounts. On September 11, 2000, the Company agreed with Mr. Cameron to
extend the due date on notes payable to him until  December 31, 2001 in exchange
for an extension fee of 2%. These  extended  notes total  $1,511,634,  including
accrued interest and extension fees, and bear interest at 10.25% per annum. Also
on September 11, 2000,  the Company  agreed with the other note holder to extend
the due date of his notes until December 31, 2001 in consideration of such notes
becoming  convertible  promissory notes. The convertible  promissory notes total
$2,288,815,  including accrued  interest,  bear interest at 10.25% per annum and
are  convertible  into  common  stock at $3.00  per  share at the note  holder's
option.

35


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

         Subsequent to June 30, 1999, Mr.  Cameron  disposed of a portion of his
interest in the Straight  Note,  reducing the balance due him to $711,885,  plus
accrued  interest.  On August 19, 1999, the Company's Board of Directors  agreed
with the Straight Note holders to fix the  conversion  price of the  Convertible
Note to $0.044 in exchange for the Straight and/or  Convertible Notes ceasing to
accrue  interest as of that date.  Because of the decline in revenues  caused by
the  nonrenewal  of programmer  contracts  and the steady  decline in the quoted
value of the Company's  common stock at that time (trading price was at $0.25 on
August 19, 1999), the Board agreed it was in the best interest of the Company to
eliminate the future market risk that the  conversion  price become lower than a
fixed  conversion  price of $0.044.  The benefit  accruing  to the note  holders
resulting from the amendment to the conversion  terms, as measured on August 19,
1999,  was  approximately  $2.4 million and was recorded as additional  interest
expense in the quarter ended September 30, 1999.

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

         On August 28, 2000 the Company  received  gross proceeds of $10,000,000
in a  private  placement  of its  common  stock at a price of $3.00  per  share.
Proceeds net of offering  costs were  approximately  $9,600,000.  The  Company's
Chief Executive Officer,  Jeffrey S. McCormick, and an entity controlled by him,
purchased  2,333,335 shares of the Company's common stock in private  placement.
Because the purchase  price of such stock was less than the trading price on the
date of purchase,  the Company  recorded  compensation  expense of approximately
$1.5 million in the quarter ending September 30, 2000.

         On September,  11, 2000, the Company agreed with the Series D preferred
stockholders to exchange all their outstanding  Series D shares and with certain
Series D preferred stockholders,  $475,915 in accrued preferred stock dividends,
into  566,972  shares of common  stock  based on a  purchase  price of $3.00 per
common share.  The benefit  accruing to the Series D preferred  stockholders  of
approximately $1.2 million is recorded in the quarter ending September 30, 2000.

         In November  1995, the Company  entered into a lease  agreement for its
current  facility  under a one-year lease with Mr.  Cameron.  The lease has been
extended to January 31, 2004. At June 30, 2000, $465,149 of rent owed for fiscal
years 1996  through  2000 is  included  in the  balance of  accounts  payable to
stockholders.

During the year ended June 30, 2000, Cameron and Associates  provided consulting
services to the Company in the amount of $90,000.


36


                            DESCRIPTION OF SECURITIES

         The Company is authorized to issue 300,000,000  shares of common stock,
par value $0.01 and 1,200,000  shares of preferred stock, par value $6.00. As of
December  31,  2000,  the  number  of  outstanding  shares  of  common  stock is
59,351,577. There is no preferred stock outstanding.

         Holders  of  common  stock  are  entitled  to one vote per share on all
matters to be voted upon by the stockholders.  Common  stockholders are entitled
to receive ratably such dividends,  if any, as may be declared from time to time
by the Board of Directors out of funds legally  available  therefor,  subject to
the payment of any preferential dividends declared with respect to any preferred
stock  that  from  time to time may be  outstanding.  The  common  stock  has no
preemptive or conversion  rights or other  subscription  rights and there are no
redemptive  or sinking fund  provisions  application  to the common  stock.  All
outstanding shares of common stock are fully paid and nonassessable, and all the
shares of common stock  issued by the Company  upon the exercise of  outstanding
warrants will, when issued, be fully paid and nonassessable.

Transfer Agent and Registrar

         The Transfer  Agent and  Registrar  for the  Company's  common stock is
Computershare  Trust Company,  Inc.,  located at 12039 West Alameda Parkway Z-2,
Lakewood, Colorado, 80228, mailing address Post Office Box 1596, Denver Colorado
80201, telephone number (303) 986-5400.

Legal Matters.

         The  validity  of the  share of common  stock  offered  by the  Selling
Stockholders  will be  passed  by  Bartel  Eng Linn &  Schroder  of  Sacramento,
California.

                                     EXPERTS

         Ernst & Young LLP,  independent  auditors,  have audited our  financial
statements  at June 30,  1999 and 2000,  and for each of the three  years in the
period ended June 30, 2000,  as set forth in their  report.  We've  included our
financial  statements  in the  prospectus  and  elsewhere  in  the  registration
statement in reliance on Ernst & Young LLP's report given on their  authority as
experts in accounting and auditing.

                              AVAILABLE INFORMATION

         We have filed a registration  statement on Form S-1,  together with all
amendments  and exhibits,  with the  Securities  and Exchange  Commission.  This
prospectus,  which forms a part of that registration statement, does not contain
all information included in the registration  statement.  Certain information is
omitted and you should refer to the  registration  statement  and its  exhibits.
With respect to  references  made in this  prospectus to any of our contracts or
other  documents,  the  references are not  necessarily  complete and you should
refer to the exhibits  attached to the registration  statement for copies of the
actual  contracts  or  documents.  You may  review  a copy  of the  registration
statement at the Securities and Exchange Commission's public reference room, and
at Securities and Exchange  Commission's  regional  offices  located at 500 West
Madison  Street,  Suite 1400,  Chicago,  Illinois  60661,  and Seven World Trade
Center,  13th Floor,  New York,  New York 10048.  Please call the Securities and
Exchange  Commission at 1-800-SEC-0330 for further  information on the operation
of the public reference  rooms.  Our filings and the registration  statement can
also be reviewed by accessing the Securities and Exchange  Commission's  website
at http://www.sec.gov.

F-1


                                                                                                            
                         INDEX TO FINANCIAL STATEMENTS

                   Alternative Technology Resources, Inc. Page


Financial Statements as of and for the Three Months Ended September 30, 2000 (unaudited)

Condensed Balance Sheets........................................................................................F-2
Condensed Statements of Operations..............................................................................F-3
Condensed Statements of Cash Flows..............................................................................F-4
Notes to Condensed Financial Statements.........................................................................F-5

Financial  Statements as of June 30, 1999 and 2000 and for the Three Years Ended
June 30, 2000

Report of Ernst & Young LLP, Independent Auditors...............................................................F-7
Balance Sheets..................................................................................................F-8
Statements of Operations........................................................................................F-9
Statement of Stockholders' Deficit.............................................................................F-10
Statements of Cash Flows.......................................................................................F-12
Notes to Financial Statements..................................................................................F-13




F-2

                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                            Condensed Balance Sheets

                                                                                       

                                                                                                 Fiscal Quarter
                                                                                                  September 30,
                                                                                                      2000
                                                                                             ----------------------
                                                                                                  (Unaudited)
Assets
Current assets:
  Cash and cash equivalents                                                                   $      10,082,493
  Trade accounts receivable                                                                             105,495
  Other current assets                                                                                   39,907
                                                                                              ----------------------
Total current assets                                                                                 10,227,895
                                                                                              ----------------------


Property and equipment:
  Equipment and software                                                                                227,387
  Accumulated depreciation and amortization                                                             (31,256)
                                                                                              ----------------------
  Property and equipment, net                                                                           196,131
                                                                                              ----------------------
Prepaid annual service fee                                                                              250,000
                                                                                              ----------------------
                                                                                              $      10,674,026
                                                                                              ======================
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
  Accounts payable and accrued interest payable to stockholders                               $         488,542
  Notes payable to directors                                                                                  -
  Trade accounts payable                                                                                109,257
  Accrued payroll and related expenses                                                                  146,375
  Accrued preferred stock dividends                                                                     283,195
  Other current liabilities                                                                             210,091
                                                                                              ----------------------
Total current liabilities                                                                             1,237,460
                                                                                              ----------------------
  Convertible notes payable to stockholder                                                            2,288,815
  Notes payable to stockholder(s)                                                                     1,511,635
                                                                                              ----------------------
Total notes payable to stockholders                                                                   3,800,450
                                                                                              ----------------------

Commitments and contingencies

Stockholders' equity (deficit):
  Convertible preferred stock, $6.00 par value ( 1,200,000 shares                                             -
authorized, 204,167 shares designated Series D issued and
outstanding at June 30, 2000; liquidation preference value of $1,960,003
     at June 30, 2000
  Common stock, $0.01 par value - 100,000,000 shares authorized;
    59,266,577 shares issued and outstanding at September 30, 2000
   (55,329,605 at June 30, 2000)`                                                                       592,666
  Additional paid-in capital                                                                         48,883,299
  Accumulated deficit                                                                               (43,839,849)
                                                                                              ---------------------
Total stockholders' equity (deficit)                                                                  5,636,116
                                                                                              ----------------------
                                                                                              $      10,674,026
                                                                                              ======================

See accompanying notes to condensed financial statements.



F-3

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

                                                                             

                                                                       Three Months Ended
                                                                         September 30,
                                                            ---------------------------------------
                                                                 2000                      1999
                                                            -------------             -------------
Contract Programming
    Contract programming revenue                            $    178,019              $    944,651
    Contract termination fees                                         --                     5,250
    Programmer costs                                            (129,602)                 (652,063)
    Start-up and other costs                                      (6,200)                 (203,124)
                                                            -------------             -------------
Contract programming gross profit                                 42,217                    94,714

Product development costs                                     (1,057,426)                       --

Selling, general and administrative                           (2,141,486)                 (276,944)
                                                            -------------             -------------

Loss from operations                                          (3,156,695)                 (182,230)

Other income (expense)
    Interest income                                               80,736                    11,109
    Interest expense to stockholders and directors              (131,672)               (2,523,511)
                                                            -------------             -------------
Total other income (expense)                                     (50,936)               (2,512,402)
                                                            -------------             -------------
Net loss                                                    $ (3,207,631)             $ (2,694,632)
                                                            =============             =============
Preferred stock dividends in arrears                            (886,142)                  (30,625)
                                                            -------------             -------------
Net loss applicable to common stockholders                  $ (4,093,773)             $ (2,725,257)
                                                            =============             =============
                      Net loss per share                    $      (0.07)             $      (0.07)
                                                            =============             =============
Shares used in per share calculations                         56,695,586                36,818,746
                                                            =============             =============




See accompanying notes to condensed financial statements.

F-4


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


                                                                               

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

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

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


Cash flows from financing activities:
         Proceeds from sale of common stock                         9,564,644              826,553
    Proceeds from exercise of options and warrants                     26,666                   --
         Proceeds from notes payable to stockholders                  233,027               33,500
         Payments on notes payable to stockholders                         --              (33,500)
    Proceeds from notes payable to directors                               --                  930
    Payments on notes payable to directors                            (23,324)                  --
                                                                 -------------        -------------
Net cash provided by financing activities                           9,801,013              827,483
                                                                 -------------        -------------

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


See accompanying notes to condensed financial statements.



F-5

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

                                   (Unaudited)

Note 1 - Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting  principles  generally  accepted in the United States
for interim  financial  information and pursuant to the rules and regulations of
the Securities and Exchange Commission.  Accordingly, they do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United  States for complete  financial  statements.  For further
information, refer to the financial statements and footnotes thereto included in
the  Company's  annual  report on Form 10-K for the  fiscal  year ended June 30,
2000.

In the opinion of  management,  the  unaudited  condensed  financial  statements
contain all adjustments,  consisting of normal recurring adjustments, considered
necessary to present fairly the Company's financial position at September 30 and
June 30, 2000, results of operations for the three month periods ended September
30, 2000 and 1999, and cash flows for the three months ended  September 30, 2000
and  1999.  The  results  for  the  period  ended  September  30,  2000  are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending June 30, 2001.

The  Company has taken steps to refocus  its  operations  and obtain  additional
financing,  and  believes  that is has  developed a viable plan to continue as a
going concern, at least through the end of fiscal year 2001. However,  there can
be no assurance  that this plan will be  successfully  implemented.  The Company
does not expect to generate  positive  cash flow from  operations  during fiscal
2001 to be able to pay off  obligations  and  pursue  the  establishment  of the
Internet Exchange; therefore, the Company has raised additional financing during
fiscal  2001,  as well as  negotiated  deferral  of payment  under its  existing
obligations.

Note 2 - Financing Arrangements

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

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

F-6

Preferred  stockholders  was recorded in the quarter  ended  September 30, 2000,
approximately  $317,000 in compensation  expense and $862,000 in preferred stock
dividends.

Based on the steps the Company has taken to refocus  its  operations  and obtain
additional  financing,  the Company believes that it has developed a viable plan
to address the Company's  ability to continue as a going concern,  and that this
plan will enable the Company to continue as a going concern through at least the
end of fiscal 2001.  However,  there can be no assurance  that this plan will be
successfully implemented.

On September 11, 2000,  the Company agreed with one of the note holders of Notes
payable  to  stockholders  to extend the due date on notes  totaling  $2,288,815
including  interest  until  December  31,  2001 in  consideration  of such notes
becoming  convertible  promissory  notes. The convertible  promissory notes bear
interest at 10.25% per annum and are convertible  into common stock at $3.00 per
share at the note  holder's  option.  In addition,  the Company  agreed with the
other note holder to extend the due date on notes totaling $1,511,634  including
interest  until  December 31, 2001 in exchange for an extension fee of 2%. These
notes also bear interest at 10.25% per annum.

On August 1, 2000,  Mr.  Cameron  entered into an agreement  with the  Company's
Chief Executive  Officer to grant him the option to purchase 6 million shares of
the Company's  common stock from Mr. Cameron at the purchase price of $3.625 per
share the fair market value of the Company's  stock on that date. This option is
vested  immediately  and can be  exercised  within  three years from the date of
grant.


F-7


                Report of Ernst & Young LLP, Independent Auditors



The Board of Directors and Stockholders
Alternative Technology Resources, Inc.

We have  audited  the  accompanying  balance  sheets of  Alternative  Technology
Resources,  Inc. as of June 30, 1999 and 2000,  and the  related  statements  of
operations, stockholders' deficit, and cash flows for each of the three years in
the  period  ended  June  30,  2000.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Alternative  Technology
Resources,  Inc. at June 30, 1999 and 2000,  and the results of its  operations,
stockholder's  deficit  and its cash  flows for each of the  three  years in the
period ended June 30, 2000 in conformity  with accounting  principles  generally
accepted in the United States.


                                                         /s/ ERNST & YOUNG LLP

Sacramento, California
August 17, 2000,
except for the first, second and third  paragraphs  of Note 8,
as to which the dates are August 28, 2000, September 11, 2000
and September 11, 2000, respectively.

F-8
                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.

                                 BALANCE SHEETS


                                                                                                  

                                                                                                   June 30,
                                                                                    ----------------------------------
                                                                                           1999                2000
                                                                                    --------------      --------------
                                       Assets
Current assets:
  Cash and cash equivalents                                                          $     32,642        $  1,909,421
  Trade accounts receivable                                                               472,136              98,128
  Accounts and notes receivable from employees and officers                                88,956                  --
  Other current assets                                                                      5,706              84,183
                                                                                     -------------       -------------
Total current assets                                                                      599,440           2,091,732
                                                                                     -------------       -------------
Property and equipment:
  Equipment and software                                                                  148,445             175,415
  Accumulated depreciation and amortization                                              (148,445)            (14,444)
                                                                                     -------------       -------------
  Property and equipment, net                                                                  --             160,971
                                                                                     -------------       -------------
Prepaid annual service fee                                                                     --             250,000
                                                                                     -------------       -------------
                                                                                     $    599,440        $  2,502,703
                                                                                     =============       =============
                       Liabilities and Stockholders' Deficit

Current liabilities:
  Accounts payable and accrued interest payable to stockholders                      $    761,541        $    613,630
  Notes payable to directors                                                               41,609              23,324
  Trade accounts payable                                                                   84,294              97,205
  Accrued payroll and related expenses                                                    304,287             167,507
  Accrued preferred stock dividends                                                       612,501             735,001
  Other current liabilities                                                               124,593             273,018
                                                                                     -------------       -------------
Total current liabilities                                                               1,928,825           1,909,685
                                                                                     -------------       -------------
 Notes payable to stockholders                                                          4,258,090           3,567,424
                                                                                     -------------       -------------
 Commitments and contingencies (Notes 1, 3, 4 and 6)

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

  Common stock, $0.01 par value - 100,000,000 shares authorized;                          553,297             261,697
     55,329,605 shares issued and outstanding at June 30, 2000
     (26,169,728 at June 30, 1999)                                                     28,742,403          35,879,513
  Additional paid-in capital
  Accumulated deficit                                                                 (35,816,577)        (40,632,218)
                                                                                     -------------       -------------
Total stockholders' deficit                                                            (5,587,475)         (2,974,406)
                                                                                     -------------       -------------
                                                                                     $    599,440        $  2,502,703
                                                                                     =============       =============
See accompanying notes.



F-9

                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.

                            STATEMENTS OF OPERATIONS


                                                                                           

                                                                         Years Ended June 30,
                                                       -----------------------------------------------------------
                                                            1998                   1999                   2000
                                                       -------------          -------------          -------------
Contract Programming:
      Contract programming revenue                     $  5,250,002           $  6,340,235           $  2,561,101
      Contract termination fees                                  --                253,179                  5,453
      Programmer costs                                   (3,860,641)            (4,513,673)            (1,745,011)
      Start-up and other costs                             (858,982)            (1,048,848)              (399,481)
                                                       -------------          -------------          -------------
Contract programming gross profit                           530,379              1,030,893                422,062

Product development costs                                        --                     --             (1,154,244)

Selling, general and administrative                      (1,336,342)            (1,223,539)            (1,276,726)
                                                       -------------          -------------          -------------
Loss from operations                                       (805,963)              (192,646)            (2,008,908)
                                                       -------------          -------------          -------------
Other income (expense):
      Interest income                                            --                     --                 87,672
      Interest expense to stockholders
and directors                                              (437,981)              (524,101)            (2,894,405)
                                                       -------------          -------------          -------------
Total other income (expense)                               (437,981)              (524,101)            (2,806,733)
                                                       -------------          -------------          -------------
Net loss                                               $ (1,243,944)          $   (716,747)          $ (4,815,641)
                                                       =============          =============          =============
Preferred stock dividends in arrears                       (122,500)              (122,500)              (122,500)
                                                       -------------          -------------          -------------
Net loss applicable to common stockholders
                                                       $ (1,366,444)          $   (839,247)          $ (4,938,141)
                                                       =============          =============          =============
Basic and diluted net loss per share                   $      (0.05)          $      (0.03)          $      (0.10)
                                                       =============          =============          =============
Shares used in per share calculations                    25,964,142             26,127,730             50,329,614
                                                       =============          =============          =============




See accompanying notes.



F-9

                                         ALTERNATIVE TECHNOLOGY RESOURCES, INC.
                                          STATEMENTS OF STOCKHOLDERS' DEFICIT

                                        YEARS ENDED JUNE 30, 2000, 1999 AND 1998

                                                                                               

                                  Convertible
                                Preferred Stock            Common Stock
                              ------------------------ ---------------------
                                                                                           Additional                      Total
                                                                               Unearned     Paid-In       Accumulated  Stockholders'
                               Shares      Amount        Shares      Amount  Compensation   Capital         Deficit       Deficit
                               -------- -------------  ---------- ---------- ------------ ------------  -------------- -------------
Balance, July 1, 1997          204,167  $   1,225,002  25,783,926 $  257,839 $  (84,375)  $ 28,768,907  $ (33,855,886) $ (3,688,513)

Issuance of common stock in
  settlement of accounts
  payable                           --            --        5,712         57         --          5,265             --         5,322
Issuance of common stock for
 future compensation                --            --      275,000      2,750   (154,688)       151,938             --            --
Amortization of unearned
 compensation                       --            --           --         --    161,720             --             --       161,720
Options exercised                   --            --       55,861        559         --         43,082             --        43,641
Preferred stock dividends           --            --           --         --         --       (122,500)            --      (122,500)
Net loss                            --            --           --         --         --             --     (1,243,944)   (1,243,944)
                               -------- -------------  ---------- ---------- ------------ ------------  -------------- -------------
Balance, June 30, 1998         204,167     1,225,002   26,120,499    261,205    (77,343)    28,846,692    (35,099,830)   (4,844,274)

Issuance of common stock in
  settlement of accounts
  payable                           --            --       36,719        367         --         18,211             --        18,578
Amortization of unearned
 compensation                       --            --           --         --     77,343             --             --        77,343
Warrants exercised                  --            --       12,500        125         --             --             --           125
Preferred stock dividends           --            --           --         --         --       (122,500)            --      (122,500)
Net loss                            --            --           --         --         --             --       (716,747)     (716,747)
                               -------- -------------  ---------- ---------- ------------ ------------  -------------- -------------
Balance, June 30, 1999         204,167     1,225,002   26,169,718    261,697         --     28,742,403    (35,816,577)   (5,587,475)

Issuance of common stock in
  settlement of accounts
  payable                           --            --       15,126        151         --          8,751             --         8,902
Issuance of common stock on
  conversion of notes payable       --            --   27,761,197    277,612         --      3,359,029             --     3,636,641
Private sale of common stock        --            --    1,086,145     10,862         --      3,701,486             --     3,712,348
Options and warrants exercised      --            --      309,919      3,100         --        190,219             --       193,319
Retirement of treasury stock        --            --      (12,500)      (125)        --            125             --            --
Preferred stock dividends           --            --           --         --         --       (122,500)            --      (122,500)
Net loss                            --            --           --         --         --             --     (4,815,641)   (4,815,641)
                               -------- -------------  ---------- ---------- ------------ ------------  -------------- -------------
Balance, June 30, 2000         204,167  $  1,225,002   55,329,605 $  553,297 $       --   $ 35,879,513   $(40,632,218) $ (2,974,406)
                               ======== =============  ========== ========== ============ ============  ============== =============



See accompanying notes.


F-11


                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.

                            STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


                                                                             

                                                                   Years ended June 30,
                                                            1998            1999          2000
                                                        ------------   ------------   ------------
Cash flows from operating activities:
    Net loss                                            $(1,243,944)   $  (716,747)   $(4,815,641)
      Adjustments to reconcile net loss to net cash
used in operating activities:
        Depreciation and amortization                         8,525             --         14,444
         Interest expense resulting from amendment to            --             --      2,415,223
conversion terms of notes payable
        Interest expense included in notes payable          177,303        273,647        309,334
to stockholders
        Non-cash employee compensation                      161,720         77,343             --
        Changes in operating assets and liabilities:
           Accounts receivable                             (420,099)       167,221        374,008
           Other current assets                             (99,746)        13,638       (239,521)
           Accounts payable to stockholders                 286,016        199,296         73,509
           Accounts payable                                 (38,545)       (27,302)        12,911
           Accrued payroll and related expenses              70,755        (42,215)      (136,781)
           Other current liabilities                         25,884         16,372        157,329
                                                        ------------   ------------   ------------
Net cash used in operating activities                    (1,072,131)       (38,747)    (1,835,185)
                                                        ------------   ------------   ------------
Cash flows from investing activities:
    Purchase of equipment                                        --             --       (175,415)
    Disposal of equipment                                     2,063             --             --
                                                        ------------   ------------   ------------
 Net cash provided (used) in investing activities             2,063             --       (175,415)
                                                        ------------   ------------   ------------

(Continued on next page)



F-12

                     ALTERNATIVE TECHNOLOGY RESOURCES, INC.

                            STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                   (CONTINUED)



                                                                                              

                                                                              Years ended June 30,
                                                               -----------------------------------------------------
                                                                    1998                1999                 2000
                                                               -------------        ------------        ------------
Cash flows from financing activities:
    Proceeds from private sale of common stock                           --                  --         $ 3,712,348
    Proceeds from exercise of warrants and options              $    43,641         $       125             193,319
    Proceeds from notes payable to stockholders                   1,317,000             992,543              33,500
    Payments on notes payable to stockholders                      (275,000)         (1,014,665)            (33,500)
    Proceeds from notes payable to directors                         37,919              72,690               3,361
    Payments on notes payable to directors                               --             (69,000)            (21,649)
    Payments on other notes payable                                 (23,539)                 --                  --
                                                                ------------        ------------        ------------
Net cash provided (used) by financing activities                  1,100,021             (18,307)          3,887,379
                                                                ------------        ------------        ------------
Net increase (decrease) in cash and cash equivalents                 29,953             (57,054)          1,876,779
Cash and cash equivalents at beginning of year                       59,743              89,696              32,642
                                                                ------------        ------------        ------------
Cash and cash equivalents at end of year                        $    89,696         $    32,642         $ 1,909,421
                                                                ============        ============        ============

Supplemental disclosure of cash flow information:
    Cash paid during the year for interest                      $    73,448         $    89,699         $    54,926

Supplemental disclosure of non-cash financing activities:
    Conversion of Notes payable to common stock                          --                  --         $ 1,000,000

See accompanying notes.



F-13

1.  Summary of Significant Accounting Policies

Description of Business

The Company was founded in 1989 and during fiscal 1997, the Company  changed its
name to Alternative  Technology Resources,  Inc. (the "Company") and focused its
efforts on its  computer  programmer  placement  business  whereby it  recruited
experienced,  qualified  computer  programmers  primarily from the former Soviet
Union,  obtained  necessary  visas, and placed them for assignment in the United
States. The Company's computer  programmer  placement business has not generated
and  currently is not  generating  sufficient  cash flow to support  operations.
Therefore,  the  Company  suspended  recruitment  for the  contract  programming
division in December 1999 and is pursuing the conversion of computer programmers
to become the customers' employees.

In August 1999, the Company decided to pursue the  establishment  of an Internet
Exchange for healthcare services under the name "DoctorAndPatient".  The Company
plans to use current  management's  experience  in  healthcare  and  information
technology to offer the nation's medical  providers the ability to more directly
link their  practice via the Internet to parties that pay for medical  services.
At  present  the  Company  is in the early  stages of  developing  the  Internet
Exchange.  The Company is currently recruiting medical doctors,  medical groups,
hospitals and other health care  practitioners  (collectively,  "Providers")  to
offer their services,  on a  non-exclusive  basis, to individuals and others who
purchase or facilitate the purchase of health care services ("Purchasers").  The
purpose  of  the  Internet  Exchange  is  to  utilize  the  Internet  and  other
technologies to provide administrative, billing and re-pricing services, as well
as a direct and efficient connection between Providers and Purchasers. There can
be no assurance  that the Company will be successful in its efforts to establish
the Internet Exchange.

The Company has incurred  operating losses since inception,  which have resulted
in an accumulated deficit of $40,632,218 at June 30, 2000. In addition,  at June
30, 2000 the Company had a  stockholders'  deficit of  $2,974,406.  Based on the
steps the  Company  has taken to refocus its  operations  and obtain  additional
financing (see Note 8), 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 2001.  However,  there can be no assurance that this plan
will be  successfully  implemented.  The  Company  does not  expect to  generate
positive  cash flow from  operations  during  fiscal  2001 to be able to pay off
obligations and pursue the  establishment of the Internet  Exchange;  therefore,
the Company has raised  additional  financing  during  fiscal  2001,  as well as
negotiated further deferral of payment under its existing  obligations (see Note
8).

Cash and Cash Equivalents

Cash in  excess of daily  requirements  is  invested  in  marketable  securities
consisting of  commercial  paper with  maturities of three months or less.  Such
investments are deemed to be cash equivalents.

Prepaid Annual Service Fee

The  prepaid  annual  service  fee  will be  amortized  over a  12-month  period
beginning at the  commencement of operation of the Company's  Internet  Exchange
through  Healtheon/Web  MD Corp.'s Internet  consumer portal.  Operations are to
begin no later than six months following  acceptance of application  software or
when the  Company's  Internet  Exchange  has  100,000  primary  care  providers,
whichever is earlier. Terms are more fully described in Note 4.

F-14

Internet Exchange for Healthcare Services Costs

In connection with the costs to develop the "DoctorAndPatient"  Internet portal,
the Company has adopted  EITF Issue 00-2,  "Accounting  for Website  Development
Costs". Costs incurred during the year ended June 30, 2000 represented primarily
costs  of  developing  the  portal's   functional   specifications,   evaluating
alternatives,  and designing the databases,  and were expensed as planning stage
and  preliminary  project stage costs,  in  accordance  with EITF 00-2 and AICPA
Statement  of Position  98-1,  "Accounting  for the Costs of  Computer  Software
Developed or Obtained for Internal Use", respectively.

Property and Equipment

Property  and  equipment  are  recorded  at  cost  and  are   depreciated  on  a
straight-line  basis over the estimated  useful lives of the assets or the lease
term,  whichever is shorter. The estimated useful lives range from three to five
years.

Revenue Recognition

Contract programming revenue represents work performed for customers,  primarily
on a time and materials  basis,  and is recognized when the related services are
rendered.  Contract  termination  fees are amounts  received from customers when
they exercise the contract provision, which allows them to convert the Company's
programmer to their employee. In addition,  these fees can also be received from
programmers  when they  exercise  their  contract  provision to terminate  their
relationship  with the Company prior to the termination  date of their contract.
These fee amounts are stipulated in customer and programmer contracts, are based
on the  length of time  remaining  under the  contract,  and are  recognized  as
revenue when such contract provisions are invoked.

The Internet Exchange has not yet generated revenue.

Income Taxes

The Company accounts for income taxes under Statement of Financial    Accounting
Standards No. 109,  "Accounting  for Income Taxes" ("SFAS No. 109").  Under SFAS
No. 109, the liability method is used to account for income taxes.  Deferred tax
assets and liabilities are determined based on differences between the financial
reporting  and tax bases of assets and  liabilities  and are measured  using the
enacted  tax rates and laws that  will be in  effect  when the  differences  are
expected to reverse.

Stock-Based Compensation

As permitted under the provisions of Statement of Financial Accounting Standards
No. 123 "Accounting for Stock-Based  Compensation" ("SFAS No. 123"), 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"  ("APB No. 25").  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.  Disclosures  required under SFAS No.
123 are included in Note 7 to the financial statements.

Concentration of Credit Risk

The Company's accounts receivable are unsecured and are primarily with companies
in the contract placement and consulting industry. The Company performs periodic
credit  evaluations  of its customers  and believes that adequate  provision for
uncollectable  accounts  receivable has been made in the accompanying  financial
statements.  The Company maintains  substantially all of its cash in the form of
short-term commercial paper from several companies.

F-15


Net Loss Per Share

All loss per share  amounts for all periods have been  presented  in  accordance
with Statement of Financial  Accounting  Standards Board No. 128,  "Earnings per
Share". As the Company has reported net losses in all periods  presented,  basic
and  diluted  loss per  share  have  been  calculated  on the  basis of net loss
applicable  to common  stockholders  divided by the weighted  average  number of
common stock shares  outstanding  without giving effect to outstanding  options,
warrants, and convertible securities whose effects are anti-dilutive. As of June
30, 2000, 1999 and 1998, there were stock options,  stock warrants,  convertible
preferred  stock and a  convertible  note  payable  (Notes 3 and 7) which  could
potentially  dilute basic 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.

Significant Customers and Labor Suppliers

During the year ended June 30, 2000, three customers  individually accounted for
40%, 21% and 10% of total  revenues.  During the year ended June 30,  1999,  two
customers individually  accounted for 52% and 31% of total revenues.  During the
year ended June 30, 1998, two customers  individually  accounted for 51% and 34%
of total revenues.

During the years ended June 30, 2000,  1999 and 1998,  two suppliers  identified
100% of the computer programmer candidates employed by the Company.

Financial Instruments

The  Company's  financial  instruments  consist  of cash and  cash  equivalents,
accounts  receivable,  and accounts and notes  payable.  Fair values of cash and
cash equivalents, accounts receivable, and accounts payable (other than accounts
payable to stockholders) are considered to approximate their carrying values.

Fair values of accounts  payable to stockholders  and notes payable could not be
determined with  sufficient  reliability  because these are instruments  held by
related  parties  and  because  of the  cost  involved  in  such  determination.
Principal  characteristics  of these  financial  instruments  that,  along  with
information  on the  financial  position of the Company,  are pertinent to their
fair values are described in Notes 2 and 3.

Recent Accounting Pronouncements

In March 2000, the FASB issued Interpretation No. 44 ("FIN44"),  "Accounting for
Certain  Transactions  Involving  Stock  Compensation-an  Interpretation  of APB
Opinion No. 25." This  Interpretation  clarifies (a) the  definition of employee
for purposes of applying Opinion 25, (b) the criteria for determining  whether a
plan qualifies as a  noncompensatory  plan,  (c) the  accounting  consequence of
various  modifications to the terms of a previously fixed stock option or award,
and (d) the  accounting  for an  exchange  of  stock  compensation  awards  in a
business combination. This Interpretation is effective July 1, 2000, but certain
conclusions in this Interpretation cover specific events that occur after either
December 15, 1998, or January 12, 2000.  To the extent that this  Interpretation
covers events  occurring  during the period after  December 15, 1998, or January
12, 2000, but before the effective date of July 1, 2000, the effects of applying
this Interpretation are recognized on a prospective basis from July 1, 2000. The
adoption of FIN 44 is not  expected to have a material  impact on the  Company's
financial statements.


F-16


Use of Estimates in Preparation of Financial Statements

The  preparation  of the  financial  statements in  conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

Reclassifications

Certain reclassifications have been made to amounts reported as of June 30, 1999
and 1998,  and for the years  then  ended,  to  conform  with the June 30,  2000
presentation.

2.  Investor Group Transactions

In fiscal 1994, the Company entered   into a series of  agreements with James W.
Cameron,  Jr.  pursuant to which Mr. Cameron and Dr. Max Negri became  principal
stockholders of the Company.

As of June 30, 2000, Mr. Cameron  beneficially owned 39,268,871 shares of common
stock (Notes 3 and 7), and 76,167 shares of preferred stock, Series D, which are
convertible  into 73,120 shares of common stock at Mr. Cameron's  option.  As of
June 30, 2000 Dr. Negri held less than 5% of the Company's common stock.

During fiscal years 2000, 1999 and 1998, the Company did not generate sufficient
cash flow from  operations  and  borrowed  from  these two  stockholders.  Notes
payable to stockholders  were $3,567,424 at June 30, 2000 and $4,258,090 at June
30, 1999 (Note 3). Accrued interest of $148,481 at June 30, 2000 and $337,618 at
June 30, 1999 on these notes is  included in accounts  payable to  stockholders.
The Company also leases its office facilities from Mr. Cameron (Note 6). Accrued
lease expense of $465,149 at June 30, 2000 and $423,923 at June 30, 1999 is also
included in accounts  payable to stockholders at June 30, 2000.  During the year
ended June 30, 2000, Cameron & Associates  provided  consulting  services to the
Company in the amount of $90,000.

3.  Financing Arrangements

The Company has received short-term,  unsecured financing to fund its operations
in the form of notes payable of $3,567,424 at June 30, 2000 from Mr. Cameron and
another  stockholder.  These notes bear interest at 10.25%.  On January 1, 2000,
Mr.  Cameron and the other  stockholder  extended the maturity date on all notes
payable  originally  maturing  December 31, 1999, to the earlier of December 31,
2000, or such time as the Company  obtains  equity  financing,  in return for an
extension fee of 2% of the amounts  extended.  In addition,  interest accrued on
these  notes as of  December  31,  1999 and 1998 was  included  in the  extended
principal amounts on those dates (see Note 8).

The aggregate principal  maturities of long-term debt obligations are $3,567,424
in the year ending June 30,  2002,  and $0 in each of the years  ending June 30,
2001, 2003, 2004 and 2005, and thereafter.

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

F-17

Subsequent to June 30, 1999, Mr.  Cameron  disposed of a portion of his interest
in the Straight  Note,  reducing  the balance due him to $711,885,  plus accrued
interest.  On August 19, 1999, the Company's Board of Directors  agreed with the
Straight Note holders to fix the  conversion  price of the  Convertible  Note to
$0.044 in exchange for the Straight and/or  Convertible  Notes ceasing to accrue
interest  as of that date.  Because of the  decline  in  revenues  caused by the
non-renewal  of programmer  contracts and the steady decline in the quoted value
of the Company's common stock at that time (trading price was at $0.25 on August
19,  1999),  the Board  agreed it was in the best  interest  of the  Company  to
eliminate the future market risk that the  conversion  price become lower than a
fixed  conversion  price of $0.044.  The benefit  accruing  to the note  holders
resulting from the amendment to the conversion  terms, as measured on August 19,
1999,  was  approximately  $2.4 million and was recorded as additional  interest
expense.

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

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

The Company's  Internet Exchange  development  efforts will require  substantial
funds prior to generating  revenues.  Therefore,  the Company engaged a New York
based  financial and investment  banking firm to assist the Company in raising a
minimum of $10 million and up to $40 million  through the private  placement  of
common  stock at the price of $3.00 per share.  The  proceeds  from the  private
placement will be used to develop the Company's  proposed  Internet Exchange and
are  expected to be  sufficient  to meet the  Company's  working  capital  needs
through the end of fiscal 2001. If the offering is not fully  subscribed,  or if
alternative  funding is not obtained,  the development of the Internet  Exchange
could be slowed. (See Note 8).

4. WebMD Corp. Agreement

In September  1999 the Company  entered into an  agreement  with WebMD Corp.  to
allow under  insured and uninsured  healthcare  consumers to register to use the
Company's Internet Exchange,  when (and if) it is developed,  through the use of
WebMD Corp.'s  Internet  consumer  portal.  The agreement  provides for start up
development  fees to WebMD  Corp.  estimated  to cost  $160,000,  of which about
$135,000 has been incurred and expensed  during fiscal year 2000.  The agreement
also required payment to WebMD Corp. of $250,000 upon a promotional announcement
of the Company's  Internet Exchange program on WebMD Corp's Internet portal, and
a sharing of revenues when  operational.  This $250,000 is an annual service fee
to be  amortized  over  a  12-month  period  beginning  at the  commencement  of
operations.  Operations  are  to  begin  no  later  than  six  months  following
acceptance of the application software or when the Internet Exchange has 100,000
primary care providers, whichever is earlier. The agreement term is three years,
but subject to  modification  or  withdrawal  of  services  by WebMD Corp.  with
certain  financial  penalties.  In  addition,  revenue  sharing  is  subject  to
renegotiation  on an  annual  basis  based  on  the  date  the  program  becomes
operational.

In October 1999,  the  Department  issued the Company a subpoena with respect to
documents  relating the agreement  with WebMD Corp. and the potential of being a
health  care  service  plan under the  Department's  jurisdiction.  The  Company
responded to this subpoena and does not believe the Internet  Exchange is within
the scope of the HCSP Act.  However,  the  Department  may  continue  to require
compliance  with the HCSP Act,  which would require  substantial  changes in the
Company's business model.  Legislation is being proposed in California to impose
minimal  licensing  requirements on discount  plans.  The Company cannot predict
whether this  legislation  will pass or whether it will ultimately  apply to the
Company.  As  the  Company  develops  its  business  plan,  compliance  with  or


F-18


prohibitions by state regulations could delay,  eliminate or force  modification
of  certain  aspects  of the  Company's  business,  which  could have a material
adverse impact to the Company.

5.  Income Taxes

Significant  components of the Company's deferred tax assets and liabilities for
federal and state income taxes as of June 30, 2000 and 1999 are as follows:


                                                                                 
                                                                                   June 30,
                                                                 ------------------------------------------
                                                                         2000                   1999
                                                                 --------------------- --------------------

Net operating loss carry forwards                                $       11,486,000    $        8,595,000
Research credits                                                            123,000               123,000
Common stock options                                                      2,539,000             2,539,000
Common stock warrants                                                       789,000               789,000
Other - net                                                                (348,000)              466,000
                                                                 --------------------- --------------------
Total deferred tax assets                                                14,589,000            12,512,000
Valuation allowance for deferred tax assets                             (14,589,000)          (12,512,000)
                                                                 --------------------- --------------------
Net deferred tax assets                                          $                -    $                -
                                                                 ===================== ====================




The Company's  valuation  allowance as of June 30, 1999 and 1998 was $12,512,000
and  $12,609,000,  respectively,  resulting  in a net  change  in the  valuation
allowance of $2,077,000 and ($97,000) in the years ended June 30, 2000 and 1999,
respectively.

As of June 30, 2000 the Company has net operating loss carryforwards for federal
and state  income tax  purposes of  approximately  $30 million and $13  million,
respectively.  The  federal  net  operating  loss  carryforward  expires in 2006
through  2019 and the state net  operating  loss  carryforward  expires  in 2000
through 2005. 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) will
be subject to an annual limitation in the amount of approximately $300,000.

In August and September of 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).

The Company expects that the  aforementioned  annual  limitations will result in
approximately  $4,500,000 of net operating  loss  carryovers,  which will not be
utilized prior to the expiration of the carryover period.

6.  Commitments

In November  1995,  the Company  entered into a lease  agreement for its current
facility under a one-year lease with Mr. Cameron. The lease has been extended to
January 31, 2004. At June 30, 2000,  $465,149 of rent owed for fiscal years 1996
through  2000 is included in the  balance of accounts  payable to  stockholders.
Rental expense for all operating leases was approximately $189,121, $224,598 and
$181,589  for the  years  ended  June 30,  2000,  1999 and  1998,  respectively,
including  approximately  $114,285,  $88,676 and $86,769 related to the lease of
the office  facilities  from Mr. Cameron for the years ended June 30, 2000, 1999
and 1998, respectively.


F-19


Minimum annual rental payments for all  non-cancelable  operating  leases are as
follows:

     2001            $    22,000
     2002            $    21,100
     2003            $    20,500
     2004            $    17,700
     2005            $    16,300


7.  Stockholders' Deficit

Series D Preferred Stock

In June  1994,  existing  stockholders  purchased  204,167  shares  of  Series D
Convertible  preferred  stock for  $1,225,002.  The  Company is  required to pay
cumulative  preferential  dividends to holders of Series D preferred  stock on a
quarterly  basis  beginning July 1, 1994, at a rate of $0.60 per year per share.
As of June 30, 2000, cumulative unpaid, undeclared dividends were $735,001. Each
share  of  Series  D  preferred  stock  is  convertible  at  the  option  of the
stockholder  into  such  number  of fully  paid  shares  of  common  stock as is
determined by dividing the sum of $6.00 and the accrued but unpaid  dividends by
the Series D conversion  price,  as defined in the  agreement,  in effect on the
conversion   date.   The  Series  D  conversion   price  is  $10.00  per  share.
Additionally,  the Series D  preferred  stock is  redeemable  at any time at the
Company's  option  at a price  of  $6.00  per  share  plus  accrued  but  unpaid
dividends. The liquidation preference is $6.00 per share plus accrued but unpaid
dividends.

Each  share of  Series D  preferred  stock  bears the right to one vote for each
share of common  stock into which such  Series D  preferred  stock could then be
converted (196,000 votes in the aggregate at June 30, 2000), and with respect to
such vote,  such  holder has full voting  rights and powers  equal to the voting
rights and powers of the holders of common stock.

Warrants

Warrant activity during the periods indicated is as follows:


                                                                          

                                                Number of          Range of        Weighted Average
                                                 Shares         Exercise Prices     Exercise Price
                                               ------------    -----------------   -----------------

Balance at June 30, 1997                        1,177,415       $ 0.01 - $28.80          $10.87
Expired/Cancelled                                (471,832)      $13.75 - $28.80          $21.94

Balance at June 30, 1998                          705,583       $ 0.01 - $25.00          $ 3.47
Exercised                                         (12,500)      $ 0.01                   $ 0.01
Expired/Canceled                                 (133,283)      $ 5.00 - $15.00          $14.40

Balance at June 30, 1999                          559,800       $ 0.01 - $25.00          $ 0.94
Exercised                                         (20,000)      $ 0.75                   $ 0.75

Balance at June 30, 2000                          539,800       $ 0.01 - $25.00          $ 0.95
                                               ============



At June 30, 2000, 1999 and 1998, the weighted-average remaining contractual life
of outstanding  warrants was 5.2 years,  6.2 years and 4.2 years,  respectively.
All warrants are immediately exercisable for common stock at June 30, 2000.


F-20


Stock Option/Stock Issuance Plans

The 1993 Stock Option/Stock  Issuance Plan (the "1993 Plan"),  pursuant to which
key  employees  (including  officers)  and  consultants  of the  Company and the
non-employee members of the Board of Directors may acquire an equity interest in
the Company, was adopted by the Board of Directors on August 31, 1993 and became
effective at that time.

The 1993 Plan provided that up to 400,000 shares of common stock could be issued
over the ten-year term of the 1993 Plan.

The 1997 Stock Option Plan (the "1997  Plan"),  pursuant to which key  employees
(including officers) and consultants of the Company and the non-employee members
of the Board of Directors  may acquire an equity  interest in the  Company,  was
adopted by the Board of Directors  on November 18, 1997 and became  effective at
that time.

An  aggregate  of  3,000,000  shares  of common  stock  may be  issued  over the
five-year  term of the 1997  plan.  Subject to the  oversight  and review of the
Board of  Directors,  the 1997  Plan  shall  generally  be  administered  by the
Company's  Compensation  Committee  consisting  of  at  least  two  non-employee
directors as appointed by the Board of Directors.  The grant date, the number of
shares covered by an option and the terms and conditions for exercise of options
shall be determined by the Committee, subject to the 1997 Plan requirements. The
Board of Directors  shall determine the grant date, the number of shares covered
by an option and the terms and  conditions for exercise of options to be granted
to members of the Committee.

Outstanding  option  activity for the 1993 and the 1997 Plans during the periods
indicated is as follows:


                                                                             

                                                Number of          Range of           Weighted Average
                                                 Shares         Exercise Prices        Exercise Price
                                              ------------      ---------------       ----------------

Balance at June 30, 1997                          415,780        $0.75-$13.10               $1.11
Granted                                           240,000        $0.75                      $0.75
Exercised                                         (55,861)       $0.78                      $0.78
Expired/Cancelled                                 (30,000)       $0.78                      $0.78
                                              ------------
Balance at June 30, 1998                          569,919        $0.75-$13.10               $1.01
Granted                                            25,000        $0.28                      $0.28
                                              ------------
Balance at June 30, 1999                          594,919        $0.28-$13.10               $0.98
Granted                                           880,000        $0.25-$7.19                $2.72
Exercised                                        (269,919)       $0.25-$1.62                $0.65
Cancelled                                         (25,000)       $0.25                      $0.25
                                              ------------
Balance at June 30, 2000                        1,180,000        $0.25-$13.10               $2.36
                                              ============



F-21


The following table summarizes information about stock options outstanding under
the 1993 and the 1997 Plans at June 30, 2000:


                                                                                 

                                              Weighted         Weighted Average                Weighted Average
 Range of Exercise                            Average              Remaining        Options        Exercise
      Prices           Options Outstanding  Exercise Price     Contractual Life   Exercisable       Price
-------------------   --------------------  ---------------    ----------------  ------------- -----------------

$    0.25 - 0.28            285,000            $0.25                9.12            25,000      $        0.28
$    0.75 - 0.78            275,000            $0.75                7.51           265,000      $        0.75
$    0.91 - 1.62             85,000            $0.91                6.75            85,000      $        0.91
$    3.00 - 3.75            282,500            $3.69                9.90                 -                 -
$    4.00 - 4.82            155,000            $4.42                9.60           100,000      $        4.44
$    5.88 - 6.63             72,500            $6.43                9.78                 -                 -
$           7.19             15,000            $7.19                9.67                 -                 -
$          13.10             10,000           $13.10                3.83            10,000      $       13.10
                       ----------------                                           ---------
                          1,180,000           $ 2.36                               485,000      $        1.77
                       ================                                           =========




The following table summarizes information about stock options outstanding under
the 1993 and the 1997 Plans at June 30, 1999:


                                                                                 


                                             Weighted           Weighted Average                 Weighted Average
 Range of Exercise                            Average              Remaining        Options         Exercise
      Prices           Options Outstanding  Exercise Price     Contractual Life   Exercisable        Price
-------------------   --------------------  ---------------    ----------------  -------------  -----------------

$           0.28             25,000           $0.28                 9.05            25,000      $        0.28
$    0.75 - 0.78            469,919           $0.76                 7.47           447,919      $        0.76
$    0.91 - 1.62             90,000           $0.95                 7.43            90,000      $        0.95
$          13.10             10,000          $13.10                 4.79            10,000      $        13.10
                      --------------------                                       -------------
                            549,919           $0.98                                572,919      $        0.98
                      ====================                                       =============



The following table summarizes information about stock options outstanding under
the 1993 and the 1997 Plans at June 30, 1998:


                                                                                 

                                             Weighted         Weighted Average                Weighted Average
 Range of Exercise                            Average              Remaining        Options        Exercise
      Prices           Options Outstanding  Exercise Price     Contractual Life   Exercisable       Price
-------------------   --------------------  ---------------    ----------------  ------------- -----------------

$   0.75 - $0.78               469,919           $0.76              8.47           145,919      $         0.78
$   0.91 - $1.62                90,000           $0.95              8.43             8,333      $         1.37
$          13.10                10,000          $13.10              5.79            10,000      $        13.10
                      -------------------                                        --------------
                                                 $1.01                             164,252      $         1.56
                      ===================                                        ==============


F-22

In addition to options granted pursuant to the 1993 and 1997 Stock  Option/Stock
Issuance  Plans,  the Company has granted options outside these plans. In fiscal
year 1994,  the  Company  granted  to its former  Chief  Executive  Officer  and
director stock options for 400,000  shares of common stock  exercisable at $0.10
per share. Out of these options 370,000 remain  outstanding and are fully vested
as of June 30, 2000. These options expire on August 10, 2003.

In September  1996,  the Board of Directors  granted a  non-statutory  option to
purchase  20,000  shares of the Company's  common stock at an exercise  price of
$2.00 per share to the then Chairman of the Board. The option vests over 3 years
and expires in September 2001.

During fiscal year 2000, in accordance with an employment agreement, the Company
granted the current Chief Executive  Officer stock options for 7,000,000  shares
of common  stock  exercisable  at $3.00 per share,  the fair market value of the
Company's common stock on the date of grant.  These options are not vested as of
June 30, 2000 and will vest ratably over 5 years. They expire on April 14, 2010.

SFAS No. 123 requires presentation of pro forma information regarding net income
(loss) and earnings per share as if the Company had  accounted  for its employee
stock options under the fair value method of that Statement.  The fair value for
the Company options was estimated at the date of grant using the binomial option
pricing model with the following  weighted average  assumptions for fiscal years
2000 and 1999:  dividend  yield of 0%, an expected life of five years from grant
date, and a risk-free interest rate of 5.0%. There was an expected volatility of
1.271 and 0.959,  respectively  for fiscal years 2000 and 1999.  For fiscal year
1998,  dividend  yield was 0%  expected  life was three  years from grant  date,
risk-free interest rate was 6.6% and expected volatility was 0.955.

The model was developed for use in estimating the fair value of traded  options,
which have no vesting  restrictions and are fully transferable.  It requires the
input of highly  subjective  assumptions,  the quality of which cannot be judged
except by hindsight. The Company's pro forma information follows:

                                                                                    
                                                        2000                  1999                 1998
                                                --------------------- --------------------- -------------------
Net loss applicable to common stockholders:
      As reported                               $       (4,938,141)   $         (839,247)   $    (1,366,444)
      Pro forma                                 $       (6,224,858)   $         (938,388)   $    (1,477,071)

Basic and diluted net loss per share:
      As reported                               $            (0.10)   $            (0.03)   $         (0.05)
      Pro forma                                 $            (0.12)   $            (0.04)   $         (0.06)



The weighted  average fair value of options  granted during the years ended June
30, 2000, 1999 and 1998 was $2.58, $0.21 and $0.47,  respectively.  Because SFAS
No. 123 is applicable only to options  granted  subsequent to June 30, 1995, its
pro forma effect will not be fully reflected until 2001.

Total compensation cost recognized for stock-based employee  compensation awards
was $77,343 in fiscal year 1999 and $161,720 in fiscal year 1998.  There were no
stock based compensation awards recognized in fiscal year 2000.


F-23

Stock Reserved for Issuance

As of June 30, 2000,  the Company has reserved a total of  11,176,973  shares of
common stock pursuant to outstanding warrants,  options,  conversion of Series D
preferred  stock,  and future issuance of options to employees and  non-employee
directors

8.  Subsequent Events

On August 28, 2000 the Company  received  gross  proceeds  of  $10,000,000  in a
private  placement of its common  stock at a price of $3.00 per share.  Proceeds
net of offering costs are expected to be approximately $9,600,000. The Company's
Chief Executive  Officer,  Jeffrey S. McCormick and related entities,  purchased
2,333,335 shares of the Company's common stock in the Private Placement. Because
the purchase  price of such stock was less than the public  trading price on the
date of  purchase,  the  Company  expects  to  record  compensation  expense  of
approximately $1.5 million in the quarter ending September 30, 2000.

On September 11, 2000,  the Company agreed with one of the note holders of Notes
payable  to  stockholders  to extend the due date on notes  totaling  $2,288,815
including  interest  until  December  31,  2001 in  consideration  of such notes
becoming  convertible  promissory  notes. The convertible  promissory notes bear
interest at 10.25% per annum and are convertible  into common stock at $3.00 per
share at the note  holder's  option.  In addition,  the Company  agreed with the
other note holder to extend the due date on notes totaling $1,511,634  including
interest  until  December 31, 2001 in exchange for an extension fee of 2%. These
notes also bear interest at 10.25% per annum.

Also on  September,  11,  2000,  the Company  agreed with the Series D Preferred
stockholders to exchange all their  outstanding  Series D shares and $475,915 in
accrued preferred stock dividends into 566,972 shares of common stock based on a
purchase price of $3.00 per common share.  The benefit  accruing to the Series D
Preferred  stockholders of approximately $1.2 million is expected to be recorded
in the quarter ending September 30, 2000.

On August 1, 2000,  Mr.  Cameron  entered into an agreement  with the  Company's
Chief Executive  Officer to grant him the option to purchase 6 million shares of
the Company's  common stock from Mr. Cameron at the purchase price of $3.625 per
share the fair market value of the Company's  stock on that date. This option is
vested  immediately  and can be  exercised  within  three years from the date of
grant.



F-24

                 PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.

         The following table sets forth the costs and expenses  payable by us in
connection with the issuance and distribution of the securities being registered
hereunder.  No expenses  will be borne by the selling  stockholders.  All of the
amounts shown are estimates,  except for the SEC  registration  fee and the NASD
fee.

SEC registration fee                               $   8,049
Accounting fees and expenses                       *
Legal fees and expenses                            *
Transfer agent and registrar fees                  *
Miscellaneous                                      *

     Total                                         $*

* To be filed by amendment.

Item 14.  Indemnification of Directors and Officers.

         Our certificate of  incorporation  contains  provisions  eliminating or
limiting  director  liability to us and our  stockholders  for monetary  damages
arising from acts or omissions in the capacity as a director.  The provisions do
not, however, eliminate the personal liability of a director for any breach of a
director's duty of loyalty to us or our stockholders,  for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law or for any transaction from which the director derived an improper  personal
benefit.  In addition,  these  provisions do not eliminate  personal  liability,
under a negligence  standard,  for violations of Delaware  statutory  provisions
concerning  unlawful  dividends  or  stock  repurchases  or  redemptions.   This
provision offers persons who serve on our board of directors  protection against
awards of monetary damages resulting from breaches of their duty of care, except
as discussed  above. As a result,  our ability or our  stockholders'  ability to
successfully  prosecute  an action  against a director  for breach of his or her
duty of care is limited. However, the provision does not affect the availability
of  equitable  remedies  such  as an  injunction  or  rescission  based  upon  a
director's breach of his duty of care.

         Our certificate of  incorporation  and bylaws also provide that we will
indemnify  our  directors  and  officers  to the  fullest  extent  permitted  by
applicable law, subject to limited  exceptions  against  liabilities  arising by
reason of their status or services as an officer or director.

Item 15.  Recent Sales of Unregistered Securities.

         On August 28, 2000 the Company sold $10,000,002 of its shares of common
stock at $3.00  per  share  to 22  accredited  investors.  The  Company  engaged
Shattuck  Hammond  Partners as placement  agent,  who  received a commission  of
$318,000.  The  sale  was  exempt  from  registration  pursuant  to Rule  506 of
Regulation D of the Securities Act.

         During the period of September 1999 to January 2000, the Company sold a
total of 1,086,145  shares of common stock for aggregate  proceeds of $3,708,611
to two stockholders who are accredited investors.  No commissions were paid. The
sales were exempt from registration  pursuant to Rule 506 of Regulation D of the
Securities Act.

II-2


         In August and  September  1999,  the  Company  issued an  aggregate  of
27,761,197  shares of common stock upon the conversion of a convertible  note in
the  aggregate  of  $1,221,420.  The  holder  of the  convertible  notes was the
Chairman of the Board who is an accredited investor. No commission was paid. The
issuer was exempt from  registration  pursuant to Rule 506 of  Regulation  D and
Section 3(a) (9) of the Securities Act.

         In December  1997,  March,  May and September  1999,  and May 2000, the
Company  issued an  aggregate  of 26,643  shares of common stock in exchange for
legal services of $16,051.  The purchaser is [a sophisticated]  investor and the
purchases  were  exempt  from  registration  pursuant  to  Section  4(2)  of the
Securities Act. No commission was paid.

         In January 1998,  the Company  issued 275,000 shares of common stock to
the then Chief Executive Officer as compensation.  In addition, in June and July
1999,  the  Company  issued an  aggregate  of 26,188  shares of common  stock in
exchange  for  consulting  services due to a Company's  director who  previously
served as Chief Financial Officer.  The purchaser is an accredited  investor and
the issuances were exempt  pursuant to Section 4(2) and Rule 506 of Regulation D
of the Securities Act. No commission was paid.

Item 16.  Exhibits and Financial Statement Schedules.

         Unless  otherwise  noted,  the  following  exhibits are filed with this
registration statement.

         Exhibit
         Number       Description of Document

         3.1.1    Amended and Restated Certificate of Incorporation of the
                  Registrant.

         3.1.2    Amended  and  Restated   Certificate   of   Incorporation   of
                  Registrant, including Certificates of Designation with respect
                  to  Series  A,  Series B,  Series  C,  Series D, and  Series E
                  preferred    stock,    including   any   amendments    thereto
                  (incorporated  by  reference  to Exhibit  4.1 to  Registration
                  Statement on Form S3, Reg. No. 3386962).

         3.2.1    Second Amended and Restated   Bylaws    of    the   Registrant
                  (incorporated by reference to   Exhibit 3.3 to Amendment No. 1
                  to Registration Statement on Form S18, Reg. No. 3348666).

         3.2.3    Amendment  to  Second  Amended  and  Restated  Bylaws  of  the
                  Registrant  (incorporated  by  reference to Exhibit 3.3 of the
                  Registrant's  Annual  Report on Form 10KSB for the fiscal year
                  ended June 30, 1994).

         5.0      Legal Opinion of Bartel Eng Linn & Schroder. *

         10.1     Form of   Director and   Executive   Officer   Indemnification
                  Agreement   (incorporated   by   reference to Exhibit 10.19 to
                  Registration Statement on Form S18, Reg. No. 3348666).

         10.2     Form of Reimbursement   Agreement,  dated  February  28, 1994,
                  between the Registrant and James W. Cameron, Jr. (incorporated
                  by   reference  to  Exhibit 10.29 to Form 10KSB for the fiscal
                  year ended June 30, 1994).

         10.3     Form of Stock Purchase  Warrant issued in connection  with the
                  Confidential  Private Placement  Memorandum of the Registrant,
                  dated  February  13, 1992 (Class A Warrant)  (incorporated  by
                  reference  to Exhibit  10.31 to Form 10KSB for the fiscal year
                  ended June 30, 1994).


II-3


         10.4     Form of Stock Purchase  Warrant issued April 22, 1993 (Class B
                  Warrant)  (incorporated  by reference to Exhibit 10.32 to Form
                  10KSB for the fiscal year ended June 30, 1994).

         10.5+    Stock Purchase  Warrant issued to William T. Manak on April 6,
                  1994,  for the purchase of 57,286 shares  [restated to reflect
                  oneforten  consolidation of the Company's  outstanding  common
                  stock effective  December 2, 1996] of the Registrant's  common
                  stock  (incorporated  by  reference  to Exhibit  10.34 to Form
                  10KSB for the fiscal year ended June 30, 1994).

         10.6     Stock Purchase Warrant issued to Dennis L. Montgomery on April
                  6, 1994 for the purchase of 12,500 shares [restated to reflect
                  oneforten  consolidation of the Company's  outstanding  common
                  stock effective  December 2, 1996] of the Registrant's  common
                  stock  (incorporated  by  reference  to Exhibit  10.35 to Form
                  10KSB for the fiscal year ended June 30, 1994).

         10.7     Stock Purchase Warrant issued to Dennis L. Montgomery on April
                  6, 1994,  for the  purchase  of 58,000  shares  [restated  to
                  reflect one-for-ten consolidation of the Company's outstanding
                  common stock effective  December  2, 1996] of the Registrant's
                  common  stock (incorporated  by reference to Exhibit 10.36  to
                  Form 10KSB for the  fiscal year ended June 30, 1994).

         10.8     Form of Amended Stock Purchase Warrant issued to certain Class
                  A, Class B, Class C and Class D Warrant Holders  (incorporated
                  by  reference  to  Exhibit  10.37 to Form 10KSB for the fiscal
                  year ended June 30, 1994).

         10.9     Form of Stock Purchase Warrant, dated June 30, 1994, issued to
                  stockholders of record on September 7, 1993  (incorporated  by
                  reference  to Exhibit  10.38 to Form 10KSB for the fiscal year
                  ended June 30, 1994).

         10.10    Form of Stock Purchase Warrant to Jeff Buckner as designee for
                  James W. Cameron, Jr. (incorporated by reference to    Exhibit
                  10.40 to Form 10KSB for the fiscal year ended June 30,  1994).

         10.11+   1993  Stock   Option/Stock   Issuance  Plan   (incorporated by
                  reference to Exhibit 10.47 to Form 10KSB for the  fiscal  year
                  ended June 30, 1994).

         10.12+   Stock Option  Agreement,  dated  August 11, 1993,  between the
                  Registrant and Russell J. Harrison  (incorporated by reference
                  to Exhibit  10.51 to Form 10KSB for the fiscal year ended June
                  30, 1994).

         10.13    Contractor   Agreement,   dated   June 3,  1996,  between  the
                  Registrant and Technical Directions, Inc.  [formerly  known as
                  The Systems Group, Inc.] (incorporated by reference to Exhibit
                  10.42 to Form 10KSB for the year ended June 30, 1996).

         10.14    Lease, dated November 6, 1995, between  the   Registrant   and
                  James W. Cameron, Jr. (incorporated by  reference  to  Exhibit
                  10.46 to Form 10KSB for the year ended June 30, 1996).

         10.15    Agreement with Technical Directions,   Inc.  (incorporated  by
                  reference to Exhibit 10.47 to Form 10KSB for the  year   ended
                  June 30, 1996).

II-4

         10.16    First Addendum to Lease between James W. Cameron, Jr., and the
                  Registrant, dated October 1,  1996  (incorporated by reference
                  to Exhibit 10.52 to Form SB-2 filed December 18, 1996).

         10.17     Agreement  between Liberty Mutual  Insurance  Company and the
                   Registrant  dated October 9, 1996  (incorporated by reference
                   to Exhibit 10.53 to Form SB-2 filed December 18, 1996).

         10.18     Note Payable between the Registrant and the Negri  Foundation
                   dated December 24, 1996 (incorporated by reference to Exhibit
                   10.60 to Form 10QSB for the quarter ended December 31, 1996).

         10.19    Note Payable  between the Registrant and the Negri  Foundation
                  dated December 31, 1996  (incorporated by reference to Exhibit
                  10.61 to Form 10QSB for the quarter ended December 31, 1996).

         10.20    Note Payable  between the  Registrant  and the Max Negri Trust
                  dated December 31, 1996  (incorporated by reference to Exhibit
                  10.62 to Form 10QSB for the quarter ended December 31, 1996).

         10.21    Note Payable between the Registrant and the Cameron Foundation
                  dated December 31, 1996  (incorporated by reference to Exhibit
                  10.63 to Form 10QSB for the quarter ended December 31, 1996).

         10.22    Note Payable between the Registrant and the James W.  Cameron,
                  Jr., as an individual, dated  December 31, 1996  (incorporated
                  by  reference  to  Exhibit 10.64 to Form 10QSB for the quarter
                  ended December 31, 1996).

         10.23    Note Payable between the Registrant and James W. Cameron, Jr.,
                  as  an  individual, dated January 16, 1997  (incorporated   by
                  reference to Exhibit 10.65 to Form 10QSB for the quarter ended
                  December 31, 1996).

         10.24    Note Payable between the Registrant and James W. Cameron, Jr.,
                  as  an  individual, dated   January 31, 1997 (incorporated  by
                  reference to Exhibit 10.66 to Form 10QSB for the quarter ended
                  December 31, 1996).

          10.25   Note Payable between the Registrant and James W. Cameron, Jr.,
                  as an   individual,  dated  February 7,  1997 (incorporated by
                  reference to Exhibit 10.67 to Form 10QSB for the quarter ended
                  December 31, 1996).

          10.26   Agreement    between   the   Registrant and  Adept, Inc. dated
                  February 1997 (incorporated by reference to   Exhibit 10.68 to
                  Form 10-QSB for the quarter ended March 31, 1997).

         10.27    Sale of Cortex between the Registrant and Omnitech  Migrations
                  International, Inc. (formerly known as   Centre  de  Traitment
                  I.T.I.  Omnitech, Inc.),  dated  May 2,  1997 (incorporated by
                  reference  to   Exhibit  10.69  to Form 10-QSB for the quarter
                  ended March 31, 1997).

         10.28    Mutual Release and Settlement Agreement between the Registrant
                  and Omnitech Migrations International, Inc. (formerly known as
                  Centre de Traitment I.T.I. Omnitech, Inc.), dated May 6,  1997
                  (incorporated by reference to Exhibit 10.70 to Form 10-QSB for
                  the quarter ended March 31, 1997).

II-5


         10.29    Note Payable between the Registrant and James W. Cameron, Jr.,
                  dated  April 21,  1997  (incorporated by  reference to Exhibit
                  10.29 to Form 10KSB for the year ended June 30, 1997).

         10.30    Second Addendum to Lease between James W.  Cameron,  Jr.,  and
                  the Registrant, dated June 3, 1997  (incorporated by reference
                  to Exhibit 10.30 to Form 10-KSB for the year ended June 30,
                  1997).

         10.31    Joint Services Agreement between the Registrant and Prize-ITM,
                  Ltd.,  dated  August 1, 1997  (incorporated  by  reference  to
                  Exhibit  10.31  to Form  10-KSB  for the year  ended  June 30,
                  1997).

         10.32    Third Addendum to Lease between James W. Cameron, Jr., and the
                  Registrant, dated January 5,  1998 (incorporated  by reference
                  to Exhibit 10.32 to Form 10-QSB for the quarter ended December
                  31, 1997).

         10.33+   Alternative Technology Resources, Inc. 1997 Stock Option  Plan
                  (incorporated by reference to  Exhibit 10.33 to Form 10KSB for
                  the year ended June 30, 1998).

          10.34   Memorandum  regarding rent   reduction on that  Lease  between
                  James W. Cameron, Jr., and the Registrant, dated July 15, 1998
                  (incorporated by reference to Exhibit 10.34 to Form 10KSB  for
                  the year ended June 30, 1998).

         10.35    Fourth Addendum to Lease between James W. Cameron, Jr.,    and
                  the Registrant, effective January   1, 1999  (incorporated  by
                  reference to Exhibit 10.35 to  Form  10-QSB  for  the  quarter
                  ended March 31, 1999).

         10.36    Fifth Addendum to Lease between James W. Cameron, Jr., and the
                  Registrant,    effective   January 1,  2000  (incorporated  by
                  reference to Exhibit 10.36 to Form 10KSB for  the  year  ended
                  June 30, 2000).

         10.37    Healtheon  Customer  Agreement  effective  September  16, 1999
                  (incorporated  by reference to the Company's Form 10-K for the
                  year ended June 30, 2000).

         10.39    Employment Agreement with Jeffrey McCormick

          23.1    Consent of Ernst & Young LLP, Independent Auditors

          23.2    Consent  of  Bartel  Eng Linn & Schroder (contained in Exhibit
                  5)*

+    Indicates a management  contract or  compensatory  plan or  arrangement  as
     required by Item 13(a).

*    To be filed in Amendment.

Item 17.  Undertakings.

The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
          Securities Act of 1933;

F-6


     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement.

    (iii) To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities  being registered that remain unsold at the termination of
the offering.

         (4)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

         (5) For purposes of determining  any liability under the Securities Act
of 1933, the  information  omitted form the form of prospectus  filed as part of
this registration  statement in reliance up[on Rule 430A and contained in a form
of  prospectus  filed by the  registrant  pursuant to Rule  424(b)(1)  or (4) or
497(h) under the Securities Act shall be deemed to be part of this  registration
statement as of the time it was declared effective.

         (6) For the purpose of determining  any liability  under the Securities
Act of 1933,  each  post-effective  amendment that contains a form or prospectus
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

II-7


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunder duly authorized, in Sacramento,  California, on January
10, 2001.

                                        ALTERNATIVE TECHNOLOGY RESOURCES,
                                              a Delaware Corporation


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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         Known All Persons By These  Present,  that each person whose  signature
appears below appoints Jeffrey S. McCormick or James W. Cameron, Jr. as his true
and lawful attorney-in-fact and agent, with full power of substitution,  for him
and  in  his  name,   place  and  stead,   to  sign  any  amendment   (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he may do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or any of them, or of his substitutes,  may
lawfully do or cause to be done by virtue hereof.


Date  January 10, 2001                        /s/ JEFFREY S. MCCORMICK
                                                  ------------------------------
                                                  Jeffrey S. McCormick,
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)


Date  January 10, 2001                        /s/ JAMES W. CAMERON, JR.
                                                  ------------------------------
                                                  James W. Cameron, Jr.,
                                                  Chairman of the Board, Chief
                                                  Financial Officer (Principal
                                                  Accounting and Financial
                                                  Officer)


Date  January 10, 2001                        /s/ EDWARD L. LAMMERDING
                                                  ------------------------------
                                                  Edward L. Lammerding,
                                                  Director


Date  January 10, 2001                        /s/ THOMAS W. O'NEIL, JR.
                                                  ------------------------------
                                                  Thomas W. O'Neil, Jr.,
                                                  Director