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:
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.
Overview
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:
Name
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|
Office
|
|
|
|
Timothy R. Fussell, Ph.D.
|
|
President and Chairman of the Board
|
|
|
|
Todd C. Buxton
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|
Chief Executive Officer and Vice Chairman of the Board
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|
|
|
Jon S Cummings IV (Note 1)
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|
Executive Vice President and Director
|
(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.
Results of Operations
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.
Balance Sheet Data:
|
|
6/30/2017
|
|
|
|
|
|
Cash
|
|
$
|
0
|
|
Total assets
|
|
$
|
0
|
|
Total liabilities
|
|
$
|
1,640
|
|
Shareholders' equity
|
|
$
|
(1,640
|
)
|
Three Months ended June 30, 2017 and 2016
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.
Six Months ended June 30, 2017 and 2016
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.
Going Concern
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.
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
|
|
Liquidity and Capital Resources
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.
Plan of Operation
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.
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.
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 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.
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 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.