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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.

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [X]
 
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
 
Alpha Investment Inc.
Balance Sheets

 
 
   
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
 
2

Alpha Investment Inc.
Statements of Operations
(Unaudited)

 
 
   
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
 

 
 
 
The accompanying notes are an integral part of these financial statements
 
3

Alpha Investment Inc.
Statements of Cash Flows
(Unaudited)

 
 
   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
March 31,
   
March 31,
 
   
2017
   
2016
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss)
 
$
(7,732
)
 
$
(5,905
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Impairment loss
    -       -  
Changes in operating assets and liabilities:
               
Increase (Decrease) in accounts payable and accrued liabilities
   
(5,636
)
   
299
 
Increase in accrued interest
    -      
339
 
Net cash provided by (used in) operating activities
   
(13,368
)
   
(5,267
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Acquisition of Intangible Assets
    -       -  
Net cash provided by (used in) investing activities
   
-
     
-
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceed from donation from shreholder
   
10,000
     
-
 
Proceed from notes payable - related party
   
3,000
     
5,000
 
Net cash provided by (used in) financing activities
   
13,000
     
5,000
 
                 
Net increase (decrease) in cash
   
(368
)
   
(267
)
                 
Cash at beginning of period
   
382
     
416
 
                 
Cash at end of period
  $
14
    $
149
 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
                 
Cash paid during period for:
               
Interest
 
$
-
   
$
-
 
                 
Income Taxes
 
$
-
   
$
-
 
 
 
 
 
The accompanying notes are an integral part of these financial statements
 
4

 
Alpha Investment Inc.
Notes to Condensed Financial Statements (Unaudited)
March 31, 2017


 
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Alpha Investments 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. The invention of a wireless car seat toy system was created with the objective to provide a car seat toy system that the driver can activate from the steering wheel. It is Alpha Investments Inc. objective to test the latest version on new model cars, seek and start contacting prospective manufactures for production.

The Company’s activities to date have been limited to organization and capital.  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 10K 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 10K. 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 months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.
 
NOTE 2 – GOING CONCERN
 
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 $70,206. 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. The obtainment of 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.
 
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Alpha Investment Inc.
Notes to Condensed Financial Statements (Unaudited)
March 31, 2017

 
 
NOTE 3 – NOTES PAYABLE - RELATED PARTY
 
   
March 31, 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 in the form of a promissory note. On March 17, 2017 Malcolm Hargrave signed an agreement to forgive all debt, including unpaid interest, amounting $ 55,715, due to him from Gogo Baby Inc. As of March 31, 2017, the amount due to Malcolm Hargrave was $0.

On December 31, 2013, the Company received a $4,000 loan. This loan is at 4% interest with principle and interest all due on December 31, 2015. On December 31, 2015, the loan was extended to December 31, 2017.

On June 30, 2014, the Company received a $6,000 loan. This loan is at 4% interest with principle and interest all due on June 30, 2016. On June 30, 2016, the loan was extended to June 30, 2018.

On September 9, 2014, the Company received a $9,000 loan. This loan is at 4% interest with principle and interest all due on September 9, 2016. On September 9, 2016, the loan was extended to September 9, 2018.

On January 5, 2015, the Company received a $4,000 loan. This loan is at 4% interest with principle and interest all due on January 5, 2017.

On April 20, 2015, the Company received a $9,000 loan. This loan is at 4% interest with principle and interest all due on April 20, 2017.

On February 26, 2016, the Company received a $5,000 loan. This loan is at 4% interest with principle and interest all due on February 26, 2018.

On April 11, 2016, the Company received a $5,000 loan. This loan is at 4% interest with principle and interest all due on April 11, 2018.

On August 3, 2016, the Company received a $1,500 loan. This loan is at 4% interest with principle and interest all due on August 3, 2018.

On November 7 2016, the Company received a $5,000 loan. This loan is at 4% interest with principle and interest all due on November 7, 2018.

On December 21, 2016, the Company received a $1,000 loan. This loan is at 4% interest with principle and interest all due on December 21, 2018.

On January 13, 2017, the Company received a $1,000 loan. This loan is at 4% interest with principle and interest all due on January 13, 2019.

6

Alpha Investment Inc.
Notes to Condensed Financial Statements (Unaudited)
March 31, 2017

 
 
On February 28, 2017, the Company received a $2,000 loan. This loan is at 4% interest with principle and interest all due on February 28, 2019.

As of March 31, 2017, accrued interest is $0 and December 31, 2016 is $3,215.
 
NOTE 4 – STOCKHOLDERS’ EQUITY
 
The stockholders’ equity section of the Company contains the following classes of capital stock as of March 31, 2017:

Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 36,550,000 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 Gogo Baby Inc. This was classified as additional paid -in capital.

On March 29, the shareholders made a donation to the company of $10,000. This was classified as additional paid-in capital
 
NOTE 5 – SUBSEQUENT EVENT
 
Corporate action initiated through FINRA to change the name and ticker from GGBY (Gogo Baby, Inc) to AlPC (Alpha Investment Inc).
 
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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.

Overview

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:

Name
 
Office
 
 
 
Timothy R. Fussell, Ph.D.
 
President and Chairman of the Board
 
 
 
Todd C. Buxton
 
Chief Executive Officer and Vice Chairman of the Board
 
 
 
Jon S Cummings IV (note 1)
 
Executive Vice President and Director
 
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.
 
_______________
 
(note1) On May 9th, 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.
 
8

Results of Operations

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.

Balance Sheet Data:
 
3/31/2017
 
       
Cash
 
$
14
 
Total assets
 
$
14
 
Total liabilities
 
$
0
 
Shareholders' equity
 
$
14
 

Three Months ended March 31, 2017 and 2016

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.

Going Concern

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.

Off-Balance Sheet Arrangements

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.

Limited Operating History; Need for Additional Capital

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.

Public Company Expense

The Company estimates its quarterly public company expense as follows:

Audit review
 
$
1,800
 
Accounting
   
450
 
Edgar
   
500
 
Total
 
$
2,750
 
 
9

 
Liquidity and Capital Resources

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.

Plan of Operation

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:

February 22, 2013 to December 31, 2014

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

January 1, 2015 to March 31, 2015

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

April 1, 2015 to June 30, 2015

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

July 1, 2015 to Dec 31, 2016

·
Completed new version for testing

Future Plans

January 1, 2017 to December 31, 2017

·
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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

10

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure 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.
 
Changes in Internal Controls over Financial Reporting

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.

11

 
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

 
12

 
SIGNATURES

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


By /s/ TODD C. BUXTON
   
May 12, 2017
TODD C. BUXTON
   
Director, Chief Executive Officer, Acting Chief Financial Officer
   

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.


/s/ Todd C. Buxton
Principal Executive Officer
May 12, 2017
TODD C. BUXTON
Title
Date
     
     
/s/ Todd C. Buxton
Acting Chief Financial Officer
May 12, 2017
TODD C. BUXTON
Title
Date
     
     
/s/ Timothy R. Fussell, Ph.D.
President and Chairman of the Board
May 12, 2017
TIMOTHY R. FUSSELL Ph.D.
Title
Date

 
 
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