Alpine Auto Brokers Inc. - Quarter Report: 2016 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

 

For the Quarterly Period Ended March 31, 2016

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 333-201273

 

(Exact name of registrant as specified in its charter)

 

NEVADA		38-3970138
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

749 South State Street Salt Lake City, UT	84111
(Address of principal executive offices)	(Zip Code)

 

(801) 455-8488

(Registrant's telephone number)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ]  No [  ]

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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]		Accelerated filer [  ]
Non-accelerated filer [  ]    (Do not check if a smaller reporting company)		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 ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

TABLE OF CONTENTS

 

Heading		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets – March 31, 2016 and December 31, 2015	4
	Consolidated Statements of Operations – three months ended March 31, 2016 and 2015	5
	Consolidated Statements of Cash Flows – three months ended March 31, 2016 and 2015	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
	Signatures	19

 

 

PART I – FINANCIAL INFORMATION

ASSETS
			March 31,			December 31,
			2016			2015
			(Unaudited)
CURRENT ASSETS
Cash		$	64,821		$	31,976
Inventory			59,640			81,040
Total Current Assets			124,461			113,016
TOTAL ASSETS		$	124,461		$	113,016
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Sales tax payable		$	925		$	3,220
Customer Deposits			3,083			19,583
Accounts payable - related parties			50,802			44,002
Total Current Liabilities			54,810			66,805
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding			—			—
Common stock: $0.001 par value, 100,000,000 shares authorized, 4,050,000 and 3,000,000 shares issued and outstanding, respectively			4,050			3,000
Additional paid-in capital			192,106			158,156
Accumulated deficit			(126,505	)		(114,945	)
Total Stockholders' Equity			69,651			46,211
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	124,461		$	113,016

			For the Three Months Ended March 31,
			2016			2015
REVENUES			41,882			36,976
COST OF SALES			42,321			35,870
GROSS PROFIT (LOSS)			(439	)		1,106
OPERATING EXPENSES
Compensation expense			6,500			6,500
General and administrative			4,621			2,604
Total Operating Expenses			11,121			9,104
INCOME (LOSS) FROM OPERATIONS			(11,560	)		(9,104	)
INCOME TAX EXPENSE			—			—
NET INCOME (LOSS)		$	(11,560	)	$	(7,998	)
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE		$	0.01		$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			3,700,000			3,000,000

			For the Three Months Ended March 31,
			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(11,560	)	$	(7,998	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Changes in operating assets and liabilities:
Customer deposits			(16,500	)		—
Inventory			21,400			(24,500	)
Sales tax payable			(2,295	)		1,717
Net Cash Used in Operating Activities			(8,955	)		(30,781	)
CASH FLOWS FROM INVESTING ACTIVITIES			—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock			35,000			—
Change in related party payable			6,800			8,033
Net Cash Provided by Financing Activities			41,800			8,033
NET INCREASE (DECREASE) IN CASH			32,845			(22,748	)
CASH AT BEGINNING OF PERIOD			31,976			55,981
CASH AT END OF PERIOD		$	64,821		$	33,233
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest		$	—		$	—
Income Taxes		$	—		$	—
NON CASH FINANCING ACTIVITIES:
Common stock issued for subsidiary		$	—		$	—
Cancellation of common stock		$	—		$	—
Issuance of series A preferred stock for settlement of accounts payable related parties		$	—		$	—

 

NOTE 1 - ORGANIZATION AND HISTORY

Alpine Auto Brokers, Inc. was organized as Alpine Auto Brokers, LLC in the state of Utah in December 2010. The Company sells automobiles and also provides dealer services, for a fee.

We were incorporated as Alpine Auto Brokers, Inc. on May 12, 2011, in the State of Nevada for the purpose of locating and purchasing used vehicles at auctions, from private individuals, from other dealers and selling these vehicles specifically to consumers in Salt Lake City, Utah. On January 1, 2014 we acquired 100 percent of the membership interests of Alpine Auto Brokers, LLC, a Utah Limited Liability Company formed on December 10, 2010. We now operate through our wholly-owned subsidiary Alpine Auto Brokers, LLC. Our dealership and executive offices are located at 749 South State Street, Salt Lake City, Utah 84111.

The acquisition was accounted for as a reverse recapitalization in which the operating entity's historical financial statements become those of the "accounting acquirer" in which historical operating results are presented from inception.

The unaudited condensed consolidated financial statements include herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, that was filed with the SEC on April 14, 2016.  The results of operations for the three months ended March 31, 201, are not necessarily indicative  of the results to be expected for the full year.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

The Company's inventory consists of various makes and models of used automobiles. The automobiles are purchased primarily from various auction outlets. The automobiles are recorded and valued at cost. Cost includes the initial purchase price of the vehicle and any costs incurred to ship, recondition or repair the vehicle prior to sale. Management performs periodic reviews of its inventory for possible impairment. The Company values its inventory using the specific identification method.

Revenue Recognition         

The Company's sales revenue is derived from the sale of automobiles.  The Company records revenue at the time the sales documents are executed and full payment is reasonably assured. 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Occasionally, cars held in inventory are sold for cash to automobile wholesalers when it is determined that they are not likely to be purchased by our retail customers within a reasonable time frame.  Management periodically reviews inventory for obsolescence.  As of March 31, 2016, the Company has recognized $-0- in obsolescence expense.

The Company's cost of sales consists of three components: (1) the original purchase price of the vehicle; (2) taxes, licenses and other fees associated with purchasing the vehicle, (3) expenses incurred to ship, repair, recondition, and inspect the vehicles prior to placing the vehicle for sale on the lot.

The Company's general and administrative expenses consist of all other expenses incurred in normal operations of the business and include insurance, telephone and internet, office supplies and utilities. All expenses that exceed 10% of total expenses are segregated into a separate line on the Company's statements of operation. All other expenses incurred that individually fall below the 10% threshold are included in general and administrative expense.

Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, $0.001 par value per share, 4,050,000 shares were outstanding as of the March 31, 2016. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock have no cumulative voting rights, but are entitled to one vote for each shares of common stock they hold. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available to be distributed. In the event of a liquidation, dissolution or winding up of the Company, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities and the prior payment to the preferred stockholders if any. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 "Earnings per Share", which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period.  Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. 

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

The accounts of the Company include those of Alpine Auto Brokers Inc, and its subsidiary, Alpine Auto Brokers, LLC. All intercompany accounts have been eliminated in consolidation.

The Company received a $55,000 line of credit with Wells Fargo Bank on February 10, 2016. The line of credit may be used for purchasing dealership inventory. At this time the Company has not yet used the line of credit.

On January 29, 2016, 350,000 shares were sold for $35,000. Effective February 9, 2016, we forward split our issued and outstanding shares of common stock on a 3 for 1 basis.  This increased the number of shares our common stock issued and outstanding from 1,350,000 pre-split shares to 4,050,000 post-split shares. 

NOTE 3 – GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company has an accumulated deficit of $126,505 as of March 31, 2016 which raises substantial doubt about its ability to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

The Company utilizes a related-party due to/from account for reimbursing automobile purchases and sales.  The Company's sole owner and officer provides inventory and office space to the Company on a month-to-month basis.  Amounts accrued to the officer for rent have been included in related party payables.  The Company also accrues compensation to the same officer at $26,000 per year, which is also included in related party payables at March 31, 2016. The liability accrues no interest and is due on demand. The payable had balance of $50,802 and $44,002 on March 31, 2016 and December 31, 2015, respectively.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report was issued and determined that there are no material subsequent events to report.

 

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview and Plan of Operation

We were incorporated as Alpine Auto Brokers, Inc. on May 12, 2011, in the State of Nevada for the purpose of locating and purchasing used vehicles at auctions, from private individuals, from other dealers and selling these vehicles specifically to consumers in Salt Lake City, Utah. On January 1, 2014 we acquired 100 percent of the membership interests of Alpine Auto Brokers, LLC, a Utah Limited Liability Company formed on December 10, 2010. Alpine Auto Brokers, LLC commenced operations of selling vehicles in approximately March 2011.  We now operate through our wholly-owned subsidiary, Alpine Auto Brokers, LLC.  Our dealership and executive offices are located at 749 South State Street, Salt Lake City, Utah 84111.

We have focused on selling older model vehicles with a price range of $3,000 to $50,000. Most of the vehicles we sell are priced under $25,000. The majority of our customers have good credit and get their financing from local banks and credit unions.

 

We purchase anywhere from 0-6 vehicles a month.

Our vehicle inventory is usually between 2 to 6 vehicles. We try to have inventory that has low mileage for the year it was manufactured (less than 10,000 miles per year).  Our Officer believes that low mileage vehicles sell more easily than high mileage vehicles.

  

Used Vehicles

 

Consumers who are seeking transportation have a number of options available to them. We compete to sell used vehicles to consumers. Following are some of the advantages for consumers to choose used vehicles over new vehicles. We seek to educate consumers regarding these reasons to further our business goals.

Affordability

 

The purchase price of a used vehicle is significantly less than the purchase price of a new vehicle.

 

Avoiding Depreciation

 

When a new vehicle is driven off the dealership lot, its value will drop significantly in the early years of ownership. A new mainstream vehicle typically loses significant percent of its value in the first two years of ownership. Used vehicles have often already depreciated significantly and, lose additional value at a much slower rate.

Improving Reliability

The reliability and durability of vehicles has progressively increased over the years.

Affordable Options

 

Options such as sunroofs and navigation systems are exceedingly expensive when buying a new vehicle. This definitely applies when dealing with a manufacturer that packages many of them together. When buying used vehicles, a consumer gets more of these options for their money. The buyer may not be able to afford many options on a new vehicle, but they may be able to find a used vehicle with some of the features they are seeking.

Advantages over Leasing

 

Some consumers choose to lease new vehicles rather than buy new or used ones. However, there are disadvantages associated with leasing as well. If consumers do not like the vehicle, there are usually fees involved in the early termination of a lease. Additionally, some leasing companies will require the lessee to pay off the remainder of the vehicle lease contract before releasing them from the lease. Leasing a vehicle can also lead to higher insurance rates since a leased vehicle may require more coverage than a purchased used vehicle. Most leases have a limit on the number of miles the lessee may drive, usually anywhere between 12,000 and 15,000 allowable miles per year. Excessive mileage costs more money. Like mileage, there are limitations on the wear of a vehicle under a lease. Exceeding these wear limitations may result in more fees. Stringent credit requirements for leasing also present an obstacle to many people.

 

Used Automobile Dealership Industry

 

The economic recession wounded nearly every U.S. industry. New automobile dealerships in particular have confronted huge challenges and are striving to adapt and endure in this economy. Used automobile dealerships, however, have realized some major advantages over new automobile dealerships during the past recession. Consumers seeking more value for their money are may be discouraged by the high rate of depreciation of new vehicles. Even though the economy has shown signs of improvement, many consumers may avoid buying big-ticket items such as new vehicles. Many consumers are now looking for more practical and less expensive transportation options, and are recognizing the benefits and cost-effectiveness of buying a used vehicle.

 

Our Products

 

The potential rising demand of increasingly value-conscious consumers for affordable vehicles in Northern Utah might result in what we anticipate will be a highly receptive potential market for our planned growth. Consumers who are now carefully rationing their expenditures are seeking products that will satisfy their need for reasonably priced vehicles. We feel that the high rate of depreciation of new vehicles combined with the increased reliability of used vehicles will also contribute to consumer demand for our products, and support our planned growth.

We are a used automobile dealership engaged in the business of purchasing used vehicles at auctions, from private parties, and from other dealers, and selling those vehicles to consumers in Salt Lake City, Utah. Our subsidiary started as a used automobile dealership, known as Alpine Auto Brokers, LLC, in 2010.

Currently, we have focused on selling older model vehicles in a price range of $3,000 to $50,000. Most of the vehicles we sell are priced under $25,000. The majority of our customers are have good credit and get their financing from local banks and credit unions. We do not provide any financing for our customers.

Presold Vehicles

 

Along with selling a retail inventory of vehicles to unknown customers, we also act as a buying agent to assist in locating a vehicle that a known customer would like to purchase from the Manheim networks of automobile auctions. We agree with the customer in advance of the acquisition of the vehicle concerning the amount of mark up of the resale price that will be charged to the customer. When we act as a buying agent for the customer, we have a general inventory risk until the car is sold to a consumer. When we assist a customer with locating a vehicle they would like to purchase, we know the customer's identity, and the customer determines which vehicle will be purchased. These sales are called "presold vehicles."

Expansion of Operations

 

We plan to increase our sales through one of two methods. First, we will seek to identify and lease a larger location with outside display space. This would allow us to hold more cars in inventory, attracting more customers by having a greater selection of vehicles. We expect that this strategy would increase our sales significantly.

 

We have not identified, and may not be able to identify or lease a larger property in an ideal location for a used vehicle dealership. Also, we may determine that a larger lot is not the best growth strategy for us. In this case, we will then pursue our alternative growth plan, which consists of increasing sales of used vehicles through increased online advertisements and completion of our Company  website www.alpineab.com (currently under construction).

 

Sales and Distribution Strategy

 

Our goal is for our company to become a growing dealership in the used automobile marketplace in Salt Lake City, Utah. In order to achieve our goal, we intend to increase awareness of our products with potential customers. We intend to do this primarily by engaging in traditional online media advertising. We advertise our vehicles for sale on various internet websites from time to time, including www.ksl.com, www.autotrader.com, www.craigslist.com.

A value-conscious public could pull our products through the supply chain if they are properly educated regarding our products and the benefits of buying used as opposed to new vehicles. Local discount online classified advertising are affordable and effective marketing tools for reaching our target audience. We intend to use both regularly in order to promote and sell specific vehicles in our inventory. Our marketing efforts will be focused in the state of Utah, and specifically the Salt Lake City area.

 

Competition

 

We compete with a number of established dealerships who sell used vehicles in and around Salt Lake City, Utah. Some of these companies enjoy brand recognition and a inventory which greatly exceeds that of our brand name. We compete with several dealerships, which have significantly greater financial, distribution, advertising, and marketing resources than we do.

 

We compete primarily on the basis of quality, and price. We believe that our success will depend upon our ability to remain competitive in our product areas. The failure to compete successfully in the future could result in a material deterioration of customer loyalty and our image and could have a material adverse effect on our business.

Employees

 

We currently have one employee, our sole officer and director, Jason E. Wilkinson. Our President oversees all responsibilities in the areas of corporate administration, business development, and research. We send all our reconditioning to outside mechanics.

Initial Public Offering

Our Form S-1 Registration Statement went effective on September 21, 2015.  It was an "all or nothing" offering for 350,000 pre-split shares of our common stock at $0.10 per pre-split share with a September 21, 2016 deadline to completely sell our offering. We sold our complete offering as of January 29, 2016.

Forward Stock-Split

Effective January 29, 2016 we forward split our issued and outstanding shares of common stock on a 3 for 1 basis.  This increased the number of shares of our common stock issued and outstanding from 1,350,000 pre-split shares to 4,050,000 post-split shares. 

Line of Credit

The Company received a $55,000 line of credit with Wells Fargo Bank on February 10, 2016. The line of credit may be used for purchasing dealership inventory. At this time the Company has not yet used the line of credit.

Results of Operations for the three months ended March 31, 2016 and 2015

During the three months ended March 31, 2016, we generated gross revenues of $41,882 Total cost of sales was $42,321, resulting in a gross loss of $439, Total operating expenses during the period were $11,121, and consisted  of general and administrative expenses of $4,621, and unpaid compensation expense of $6,500. Our net loss for the three months ended March 31, 2016 was therefore $11,560.

By comparison, during the three months ended March 31, 2015, we generated gross revenues of $36,976. Total cost of sales was $35,870, resulting in gross profit of $1,106. Total operating expenses were $9,104, and consisted of compensation expenses of $6,500, and general and administrative expenses of $2,604. Our net loss for the three months ended March 31, 2015 was therefore $7,998.

The increases in revenues $4,906 and cost of sales $6,451 were due to the sale of more vehicles in the later period. The increase in operating expenses in the first quarter of 2016 was mainly due to an increase in general and administrative expenses of $2,017 This increase was due to increased expenses in the first quarter of 2016.

Liquidity and Capital Resources

As of March 31, 2016, we had current assets in the amount of $124,461, consisting of cash in the amount of $64,821, and inventory in the amount of $59,640.  As of March 31, 2016, we had current liabilities in the amount of $54,810. These consisted of accounts payable-related party of $50,802, sales tax payable of $925, and customer deposits of $3,083. Our working capital surplus as of March 31, 2016 was therefore $69,151.

 

Off Balance Sheet Arrangements

As of March 31, 2016, there were no off balance sheet arrangements.

 

Going Concern

We have experienced recurring losses from operations and we had an accumulated deficit of $126,505 as of March 31, 2016. To date, we have not been able to produce sufficient sales to become cash flow positive and be profitable on a consistent basis. The success of our business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover our costs of operations and/or upon obtaining additional financing. For these reasons, our auditor has raised substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most "critical accounting polices" in the Management Discussion and Analysis. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of a company's financial condition and results, and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a material effect on our financial statements.

 

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4.   Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Jason E. Wilkinson. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2016, our disclosure controls and procedures were not effective. There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2016.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

Item 1.   Legal Proceedings

We may from time to time be involved in routine legal matters incidental to our business; however, at this point in time we are currently not involved in any litigation, nor are we aware of any threatened or impending litigation.

Item 1A.   Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

During the past three fiscal years, we issued and sold the following unregistered securities:

On January 1, 2014, the Company issued 1,000,000 pre-split shares (3,000,000 post-split shares) of its $0.001 par value common stock Pursuant to the share exchange Agreement with Alpine Auto Brokers, LLC, dated January 1, 2014. The offering and sale of the shares of common stock was not registered under the Securities Act of 1933 because the offering and sale was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933 there under for transactions by an issuer not involving a public offering.

Item 3.   Defaults upon Senior Securities

None

 

Item 4.   Mine Safety Disclosures

Not applicable.

Item 5.   Other Information

None.

Item 6.   Exhibits

Exhibit Number		Description
3.1*		Articles of Incorporation of Alpine Auto Brokers, Inc. filed on May 12, 2011
3.2*		Bylaws of the Alpine Auto Brokers, Inc.
10.1*		Share Exchange Agreement
10.2*		Subscription Agreement
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed Herein
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed Herein
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Filed Herein
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Filed Herein
101.INS**		XBRL Instance Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase
101.LAB**		XBRL Taxonomy Extension Label Linkbase
101.DEF**		XBRL Taxonomy Extension Definition Linkbase
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase
101.SCH**		XBRL Taxonomy Extension Schema

 

* Incorporated by reference from our Form S-1 registration statement filed May 14, 2015

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed "furnished" and not "filed" or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or deemed "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

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

Alpine Auto Brokers, Inc.
By:	/s/ Jason E. Wilkinson
	Jason E. Wilkinson
	President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director.
	May 18, 2016