Alpha Investment Inc. - Quarter Report: 2017 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017

Commission file number 333-198772

 

Alpha Investment Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

200 East Campus View Blvd., Suite 200

Columbus, OH  43235

 (Address of principal executive offices, including zip code.)

(305) 704-3294

(Telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [  ] NO [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  40,175,000 shares as of August 14, 2017.

 

 

ITEM 1. FINANCIAL STATEMENTS

 

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		As of				As of
		June 30,				December 31,
		2017				2016
		(Unaudited)
ASSETS
Current Assets
Cash		$	-			$	382
Total Current Assets			-				382
Other Assets
Intangible Assets, net			-				-
Total Other Assets			-				-
TOTAL ASSETS		$	-			$	382
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable		$	1,640			$	5,636
Promissory notes payable--long tem notes due in one year			-				13,000
Accrued interest			-				1,093
Total Current Liabilities			1,640				19,729
Long-Term Liabilities
Accrued interest			-				2,122
Promissory note payable			-				36,500
Total Long-Term Liabilities			-				38,622
Total Liabilities			1,640				58,351
Stockholders' Deficit
Preferred Stock ($0.0001 par value, 20,000,000 shares authorized;
zero shares issued and outstanding as of June 30, 2017 and December 31, 2016			-				-
Common stock, ($0.0001 par value, 105,000,000 shares authorized;
40,175,000 and 36,550,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016			4,018				3,655
Additional paid-in capital			80,703				850
Deficit accumulated			(86,360	)			(62,474	)
Total Stockholders' Deficit			(1,639	)			(57,969	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT		$	-			$	382

 

 

 

 

Alpha Investment Inc.

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		Three Months				Three Months				Six Months				Six Months
		Ended				Ended				Ended				Ended
		June 30,				June 30,				June 30,				June 30,
		2017				2016				2017				2016
Revenues
Revenues		$	12,000			$	-			$	12,000			$	-
Total Revenues			12,000				-				12,000				-
General & Administrative Expenses
Administrative expenses			10,954				2,520				14,186				4,086
Stock compensation for consulting services			14,500								14,500
Professional fees			2,700				2,000				7,200				6,000
Total General & Administrative Expenses			28,154				4,520				35,886				10,086
Loss from Operation			(16,154	)			(4,520	)			(23,886	)			(10,086	)
Other Expense
Impairment loss			-				-				-				-
Interest expense							415								754
Total Other Expenses			-				415				-				754
Other Income
Donation from Shareholders			-				-				-				-
Gain on Debt Forgiveness			-				-				-				-
Total Other Income			-				-				-				-
Net Income (Loss)		$	(16,154	)		$	(4,935	)		$	(23,886	)		$	(10,840	)
Basic earnings per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding			40,135,165				36,550,000				36,730,249				36,550,000

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

 

June 30, 2017

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Corporate History

Alpha Investment Inc., formerly GoGo Baby, Inc. (the “Company”) was incorporated on February 22, 2013 under the laws of the State of Delaware to develop, create, manufacture and market, toys for small children which would be designed to attach to car seats and amuse and entertain children during a drive, without distracting the attention of the driver.  The Company, however, encountered significant constraints in raising sufficient capital to fully implement its business plan.

 

On March 17, 2017, Omega Commercial Finance Corp. purchased all 35,550,000 outstanding “restricted” shares of the Company’s common stock (the “Control Share Sale”) from Malcolm Hargrave (35,000,000 shares), DTH International Corporation (500,000 shares) and Lisa Foster (50,000 shares) for aggregate consideration of $295,000.  The Control Share Sale was consummated in a private transaction pursuant to a common stock purchase agreement entered between Omega and Mr. Hargrave, acting individually and on behalf of the other selling stockholders.  Upon completion of the Control Share Sale, a “Change in Control” of the Company took place and in connection therewith, Mr. Hargrave resigned as our sole director and officer and Omega, as the new majority stockholder of the Company, elected Timothy R. Fussell, Ph.D. as President, Chairman of the Board and a director and Todd C. Buxton, Omega’s Chief Executive Officer, as Chief Executive Officer, Vice Chairman of the Board and a director.

 

In addition to the foregoing, new management elected to focus the shift in the Company’s business focus to real estate and other commercial lending, which they believed offered better opportunities for shareholder growth.  In connection therewith, on March 30, 2017, we filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State changing our name from “Gogo Baby, Inc.” to “Alpha Investment Inc.” to better reflect our new business plan.   The name change and a corresponding change in the Company’s OTC markets trading symbol from GGBY to ALPC received approval from FINRA and became effective as of April 19, 2017.

The Company’s activities to date have been limited to activities organizational matters, as well as planning implementation of its proposed business.  The Company’s fiscal year end is December 31.

Basis of Presentation – Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended December 31, 2016 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2017.  The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

 

 

Future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company’s present revenues are insufficient to meet operating expenses. The financial statement of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $86,360 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. Securing additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

 

1.  Related Party Loan

 

		June 30, 2017				December 31, 2016
Long Term Notes Payable-related part		$	0			$	49,500
Less: Due in one year			0				17,000
Balance		$	0			$	32,500

 

Since inception the Company received cash totaling $52,500 from Malcolm Hargrave, the previous director, in the form of a promissory note. The loan is at interest 4%. On March 17, 2017 Malcolm Hargrave signed an agreement to forgive all debt, including unpaid interest, amounting $ 55,715, due to him from the Company and as of June 30, 2017, the amount due to Malcolm Hargrave was $0.

 

2. Consulting revenue

 

On May 1, 2017 the company billed Omega Commercial Finance Corp., the 88.48% shareholder,  $12,000 for consulting services in capital markets activities rendered, such as defining appropriate capital raising mechanisms and types of Offerings to utilize what best benefits the Company’s verticals overall, strategies to implement within the capital markets for growth and increased shareholder value, effective means to create relationships within the CRE sector for target mergers and acquisitions, loan financing requests, distressed commercial real estate portfolios.

 

 

The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2017:

·	Common stock, $ 0.0001 par value: 105,000,000 shares authorized; 40,175,000 shares issued and outstanding.

·	Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; no shares issued and outstanding.

On March 17, 2017, Malcolm Hargrave signed an agreement to forgive all debt, including unpaid interest, amounting $ 55,715, due to him from the Company. This was classified as additional paid -in capital.

On March 29, 2017, Omega, the principal stockholder of the Company, made an additional capital contribution to the Company of $10,000. This was classified as additional paid-in capital.

On June 21, 2017 the company filed an S-8 with the SEC to register an additional 5,000,000 shares of common stock with a par value of $0.0001.

On June 22, 2017 3,625,000 shares of common stock were issued at a value of $0.004 per share to various individuals in exchange for consulting services.

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Alpha Investment Inc. (formerly Gogo Baby, Inc.) (the “Company”) was incorporated on February 22, 2013 under the laws of the state of Delaware to enter into the toy industry.  On March 30, 2017, the Company filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State changing our name from “Gogo Baby, Inc.” to “Alpha Investment Inc.” following the change in control transaction which was consummated on March 17, 2017.   The aforementioned change of name and a related change in the Company’s OTC markets trading symbol from GGBY to ALPC received approval from FINRA effective as of April 19, 2017.

As of June 30, 2017 the Company had no cash.  The Company may raise additional capital either through debt or equity. No assurances can be given that such efforts will be successful.

On March 17, 2017, Omega Commercial Finance Corp., a publicly-held Wyoming corporation (“Omega”), purchased a total of 35,550,000 “restricted” shares of the Company’s common stock (the “Control Share Sale”) from Malcolm Hargrave (35,000,000 shares), DTH International Corporation (500,000 shares) and Lisa Foster (50,000 shares) for aggregate consideration of $295,000.  The Control Share Sale was consummated in a private transaction pursuant to a common stock purchase agreement entered into between Omega and Mr. Hargrave, acting individually and on behalf of the other selling stockholders of Gogo Baby.  As a result of the completion of the Control Share Sale, a “Change in Control” of the Company took place.

Contemporaneously with the closing of and about the Control Share Sale, Malcolm Hargrave resigned as Gogo Baby’s sole director and officer and Omega, as the new majority stockholder of the Company, elected the following persons to the offices set forth beside their respective names:

 

 

(Note 1)  On May 9^th, 2017, Alpha Investment Inc. (the “Company”), (OTCPINK: ALPC) announced a resignation of Jon Cummings as Executive Vice President and Board of Director of ALPC.  The resignation was effective May 9, 2017.  The Company is not looking to replace the Executive Vice President position at this present time, but shall consider adding other key positons as the Company continues to grow and evaluate its needs.

We have generated $12,000 in revenue since inception through June 30, 2017.  From inception date to June 30, 2017 the Company has an accumulated deficit of $86,360.

The following table provides selected financial data about our company for the period from the date of incorporation through June 30, 2017.

For the three months ended June 30, 2017 we generated $12,000 in revenues and had $28,154 in general and administrative expenses, resulting in a net loss of $16,154.

For the three months ended June 30, 2016 we generated no revenues and had $4,520 in general and administrative expenses.  We recorded $415 in interest expense, resulting in a net loss of $4,935.

For the six months ended June 30, 2017 we generated $12,000 in revenues and had $35,886 in general and administrative expenses, resulting in a net loss of $23,886.

For the six months ended June 30, 2016 we generated no revenues and had $10,086 in general and administrative expenses.  We recorded $754 in interest expense, resulting in a net loss of $10,840.

On March 17, 2017, Malcolm Hargrave signed an agreement to forgive all debt, including unpaid interest, amounting $ 55,715, due to him from the Company. This was classified as additional paid -in capital.

 

On March 29, 2017, Omega, the principal stockholder of the Company, made an additional capital contribution to the Company of $10,000. This was classified as additional paid-in capital.

On June 21, 2017 the company filed an S-8 with the SEC to register an additional 5,000,000 shares of common stock with a par value of $0.0001.

On June 22, 2017 3,625,000 shares of common stock were issued at a value of $0.004 per share to various individuals in exchange for consulting services.

Our auditor has issued a going concern opinion of  December 31, 2016 financial statements . This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  Our cash balance at June 30, 2017 was $0. Our cash balance is not sufficient to fund our limited levels of operations without revenues, equity funding or loans from our current officers and directors.

There is no historical financial information about us on which to base an evaluation of our performance. We are a development stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in implementing our business plan, and possible cost overruns due to increases in the cost of services.

To become profitable and competitive, we must implement our business plan and generate revenue and raise additional capital.

The Company estimates its quarterly public company expense as follows:

Our cash balance at June 30, 2017 was $0. Our cash balance is not sufficient to fund our limited levels of operations without additional income or loans from our current officers and directors.

The Company primarily invests and provides lending capital directly to affiliated lenders through their correspondent platform within the commercial real estate and other related asset backed financing market spaces.  Furthermore, the Company invests in, acquires and manages performing commercial first mortgage loans, subordinate financing, commercial mortgage backed securities and other commercial real estate related debt investments, plus engages in various direct participation equity ownership opportunities.

 

The Company shall seek to provide lending capital on a Cost-of-funds platform for experienced lenders seeking capital within the commercial real estate sector as well as other related asset backed secured financing market spaces.

The Company shall maintain its ability to underwrite and structure complex transactions and enable the Company to customize creative capital solutions for other lenders, mortgage bankers, borrowers and owners.

The Company’s principal business objective is to make investments in selective target assets to generate attractive risk adjusted returns for its shareholders primarily through capital appreciation and through direct ownership stake investments in other related lenders.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 4. CONTROLS AND PROCEDURES

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2017.

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended June 30, 2017, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

 

 

PART II. OTHER INFORMATION

 

 

ITEM 6. EXHIBITS

 

The following exhibits are included with this quarterly filing.  Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-198772, at the SEC website at www.sec.gov:

Exhibit No.		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Sec. 302 Certification of Principal Executive Officer
31.2		Sec. 302 Certification of Principal Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer
32.2		Sec. 906 Certification of Principal Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T

 

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By /s/ Todd C. Buxton			August 15, 2017
TODD C. BUXTON
Director, Chief Executive Officer, Acting Chief Financial Officer

/s/ Todd C. Buxton	Principal Executive Officer	August 15, 2017
TODD C. BUXTON	Title	Date
/s/ Todd C. Buxton	Acting Chief Financial Officer	August 15, 2017
TODD C. BUXTON	Title	Date
/s/ Timothy R. Fussell, Ph.D.	President and Chairman of the Board	August 15, 2017
TIMOTHY R. FUSSELL Ph.D.	Title	Date