United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                           SEC File Number: 000-32307
                            CUSIP Number: 020731 10 5

                                   Form 12b-25
                           Notification of Late Filing

Check One:   ( ) Form 10-KSB   ( ) Form 11-K   (X) Form 10-QSB   ( ) Form N-SAR

For Period Ended: June 30, 2004

         ( ) Transition Report on Form 10-KSB
         ( ) Transition Report on Form 20-K
         ( ) Transition Report on Form 11-K
         ( ) Transition Report on Form 10-Q
         ( ) Transition Report on Form N-SAR

         For the Transition Period Ended:

                    -----------------------------------------

Read  instructions (on back page) before  preparing form.  Please print or type.
Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

- --------------------------------------------------------------------------------
                         Part I: Registrant Information

Alpha Holding, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant

- --------------------------------------------------------------------------------
Former Name if Applicable

9977 - 178 Street, Building 14, Suite 205
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Edmonton                        Alberta                   T5T 6J6, Canada
- --------------------------------------------------------------------------------
City                              State                      ZIP Code


                        PART II: Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[ ]  (a) The reasons  described  in  reasonable  detail in part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K, form 20-F, 11K, Fork N-SAR, or portion thereof, will be filed on
     or before the fifteenth  calendar day following the prescribed due date; or
     the subject  quarterly  report or  transition  report on the Form 10-Q,  or
     portion thereof will be filed on or before the fifth calendar day following
     the prescribed due date; and

[ ] (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached is applicable.




                               Part III: Narrative

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portions thereof, could not be filed with the
prescribed time period. (Attach extra sheets if needed.)

Financial information not yet completed.

                           Part IV: Other Information

(1) Name and telephone number of person to contact in regard to this
notification

Steven L. Siskind                  212                            750-2002
- -----------------                  ---                            --------
(Name)                         (Area Code)                    (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the investment Company Act of
1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If the answer is no,
identify report(s).
                                    Yes   X                          No
                                        -----                           -----

 (3) It is anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
                                    Yes                              No    X
                                        -----                            -----

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                               Alpha Holding, Inc.
                               -------------------
                  (Name of registrant as specified in charter)

     has caused this  notification to be signed on its behalf by the undersigned
     hereunto duly authorized.

Date: August 13, 2004
                                           By: /s/ Graham Millington
                                               ---------------------------------
                                                   Graham Millington, President