Alpha Investment Inc. - Quarter Report: 2017 March (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 MARCH 31, 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)

Gogo Baby, Inc.

(Former name or former address, in changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the 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:  36,550,000 shares as of May 12, 2017.

ITEM 1. FINANCIAL STATEMENTS

 

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		As of				As of
		March 31,				December 31,
		2017				2016
		(Unaudited)
ASSETS
Current Assets
Cash		$	14			$	382
Total Current Assets			14				382
Other Assets
Intangible Assets, net			-				-
Total Other Assets			-				-
TOTAL ASSETS		$	14			$	382
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable		$	-			$	5,636
Promissory notes payable--long tem notes due in one year			-				13,000
Accrued interest			-				1,093
Total Current Liabilities			-				19,729
Long-Term Liabilities
Accrued interest			-				2,122
Promissory note payable			-				36,500
Total Long-Term Liabilities			-				38,622
Total Liabilities			-				58,351
Stockholders' Deficit
Preferred Stock ($0.0001 par value, 20,000,000 shares authorized;
zero shares issued and outstanding as of March 31, 2017 and December 31, 2016			-				-
Common stock, ($0.0001 par value, 100,000,000 shares authorized;
36,550,000 and 36,550,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016			3,655				3,655
Additional paid-in capital			66,565				850
Deficit accumulated			(70,206	)			(62,474	)
Total Stockholders' Deficit			14				(57,969	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT		$	14			$	382

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

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		Three Months				Three Months
		Ended				Ended
		March 31,				March 31,
		2017				2016
Revenues
Revenues		$	-			$	-
Total Revenues			-				-
General & Administrative Expenses
Administrative expenses			3,232				1,566
Professional fees			4,500				4,000
Total General & Administrative Expenses			7,732				5,566
Loss from Operation			(7,732	)			(5,566	)
Other Expense
Impairment loss			-				0
Interest expense			-				339
Total Other Expenses			-				339
Net Income (Loss)		$	(7,732	)		$	(5,905	)
Basic earnings per share		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding			36,550,000				36,550,000

 

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.  As of March 31, 2017 the Company had a cash balance of $14.  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:

 

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.” 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.

 

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(note1) On May 9^th, 2017, Alpha Investment Inc. (the “Company”), (OTCPINK: ALPC) announces a resignation of Jon Cummings as Executive Vice President and Board of Director of ALPC.  The resignation is 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 no revenue since inception and have incurred $1,000 research and development expenses through March 31, 2017.  From inception date to March 31, 2017 the Company has an accumulated deficit of $4,491.

The following table provides selected financial data about our company for the period from the date of incorporation through March 31, 2017.

For the three months ended March 31, 2017 we generated no revenues and had $7,732 in general and administrative expenses, resulting in a net loss of $7,732.

For the three months ended March 31, 2016 we generated no revenues and had $5,566 in general and administrative expenses.  We recorded $339 in interest expense, resulting a net loss of $5,905.

Our auditor has issued a going concern opinion. 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 March 31, 2017 was $14. We do not believe our cash balance is sufficient to fund our limited levels of operations without revenues, equity funding or loans from our current officers and directors.

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.

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 March 31, 2017 was $14. We do not believe our cash balance is sufficient to fund our limited levels of operations without additional income or loans from our current officers and directors.

The following are the past and projected future activities of the company in milestone format. The specific timing of each milestone will depend on the ability of the Company to raise capital; therefore these dates are estimates which may not be met.

MILESTONES:

The Company has during this period:

·	Purchased a provisional patent on its product

·	Built and operated models of its product successfully

·	Filed for and has received a patent pending on its product

·	Product Prototype which can be shown to manufacturers of toys and child car seats.

·	Compiled list of manufacturers of toys and child car seats.

·	Completed version for demo to manufacturers of car seats and toys

·	Completed new version for testing

·	Test latest version on new model cars

·	Make list of prospective manufactures

·	Start contacting manufactures

The prototype must still be tested on several different types of auto and other vehicles.  No prototype has yet been shown nor have we contacted any potential purchasers or manufacturers.

On April 10, 2016 the company was advised by legal counsel that the patent pending for the product had been formally turned down.  We are now investigating alternative marketing strategies or possible alternative directions for the Company that could enhance shareholder value.  As of the date of this report we do not have any definitive agreements and the Company has not entered into any definitive agreement to change our business plan.

We have no off-balance sheet arrangements.

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 March 31, 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 March 31, 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:

 

 

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.

Alpha Investment Inc., Registrant

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.