SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended March 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to ________________
Commission File No 0-32307
ALPHA HOLDING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 59-3518707
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(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
c/o Steven L. Siskind; 645 Fifth Avenue, Suite 403, New York, NY 10022
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(Address of principal executive offices)
(212) 750-2002
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(Issuer's Telephone Number)
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( Former name, former address and former fiscal year,
if changed since last report)
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
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As of March 31, 2002, the Issuer had 3,800,000 shares of Common Stock, par value
$.001 per share, issued and outstanding.
PART I
Item 1. Financial Statements and Exhibits
(a) The unaudited financial statements of Registrant for the three
monhts ended March 31, 2002, follow. The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim
period presented.
ALPHA HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2002
I N D E X
Page No.
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BALANCE SHEETS F-2
STATEMENTS OF OPERATIONS F-3
STATEMENTS OF CASH FLOWS F-4
NOTES TO FINANCIAL STATEMENTS F-5
F-1
ALPHA HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
March 31, December 31,
2 0 0 2 2 0 0 1
------- -------
Assets
------
Current Assets
Loans receivable - related party $ 430 $ 430
-------- --------
Total Assets $ 430 $ 430
======== ========
Liabilities And Stockholders' Deficiency
----------------------------------------
Current Liabilities
Accounts payable and accrued expenses $ 7,189 $ 6,211
Due to related party 4,430 --
-------- --------
Total Liabilities 11,619 6,211
-------- --------
Stockholders' Deficiency
Common stock - $.001 par value,
authorized 10,000,000 shares,
issued 3,800,000 shares 3,800 3,800
Paid-in capital 5,160 5,160
Deficit accumulated during the development stage (20,149) (14,741)
-------- --------
Total Stockholders' Deficiency (11,189) (5,781)
-------- --------
Total Liabilities And Stockholders' Deficiency $ 430 $ 430
======== ========
The accompanying notes are an integral part
of the financial statements.
F-2
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative
August 19, 1997
Inception
Three Months Ended March 31, Through
------------------------- March 31,
2 0 0 2 2 0 0 1 2002
------- ------- ----
COST AND EXPENSES
Selling and administrative expenses $ 5,408 $ -- $ 19,961
--------- --------- ---------
OPERATING LOSS (5,408) -- (19,961)
PROVISION FOR INCOME TAXES -- -- 188
--------- --------- ---------
NET LOSS $ (5,408) $ -- $ (20,149)
========= ========= =========
Net loss per share of common stock $ .00 $ .00
========= =========
Weighted average number of common shares outstanding 3,800,000 2,772,252
========= =========
The accompanying notes are an integral part
of the financial statements.
F-3
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
August 19, 1997
Three Months Inception
Ended March 31, Through
-------------------- March 31,
2 0 0 2 2 0 0 1 2002
------- ------- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,408) $ -- $(20,149)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for consulting
services -- -- 339
Accounts payable and accrued expenses 978 -- 7,189
-------- -------- --------
CASH USED IN OPERATING ACTIVITIES (4,430) -- (12,621)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Loan receivable - related party -- -- (430)
-------- -------- --------
CASH USED IN INVESTING ACTIVITIES -- -- (430)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Due to related company 4,430 -- 4,430
Proceeds from issuance of capital stock -- -- 3,461
Additional paid-in-capital -- -- 5,160
-------- -------- --------
CASH PROVIDED BY FINANCING ACTIVITIES 4,430 -- 13,051
-------- -------- --------
NET DECREASE IN CASH -- -- --
CASH - Beginning of period -- 36 --
-------- -------- --------
CASH - End of period $ -- $ 36 $ --
======== ======== ========
The accompanying notes are an integral part
of the financial statements.
F-4
ALPHA HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2002 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002. For further information, refer to the financial
statements and footnotes thereto included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2001.
1. BUSINESS DESCRIPTION - ORGANIZATION
On August 19, 1997, Alpha Holding, Inc. (the "Company") was incorporated
under the laws of the State of Delaware. The Company may engage in any
business that is permitted by the general corporation law of Delaware. The
Company can be defined as a "shell" corporation, whose principal business
is to locate and consummate a merger or acquisition with an ongoing
business.
On January 11, 2002, the Company signed an agreement to merge with TODTRI
Productions, Ltd. (a New York State Corporation). The closing date for this
merger has not yet been finalized.
LIQUIDITY AND CAPITAL RESOURCES
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered
recurring losses from operations and has a net capital deficiency that
raises substantial doubt about its ability to continue as a going concern.
The Company remains in the development stage for the period ended March 31,
2002, and have experienced no significant change in liquidity, capital
resources of stockholders' equity other than the receipt of proceeds for
its operating expenses. Substantially all of such funds have been used to
pay expenses incurred by the Company.
The Company defined as a "shell" corporation intends to carry out its plan
of business of seeking to complete a merger or business acquisition
transaction. In order to do so, it will require additional capital to pay
ongoing expenses.
RESULTS OF OPERATIONS
During the period ended March 31, 2002, the Company had engaged in no
significant operations other than the acquisition of capital for general
and administrative expenses and registration of its securities under the
Securities Exchange Act of 1934. During this period, the Company received
no operating revenues. General and administrative expenses consist
primarily of professional fees.
F-5
ALPHA HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BUSINESS DESCRIPTION - ORGANIZATION (Continued)
RESULTS OF OPERATIONS (Continued)
The Company is seeking to carry out its plan of business to complete a
merger or business acquisition transaction. The Company's existing capital
will not be sufficient to meet the Company's cash needs, including
complying with its continuing reporting obligation under the Securities
Exchange Act of 1934. Accordingly, additional capital will be required.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
STATEMENT OF CASH FLOWS
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. No cash was paid
for interest and income taxes for the periods ended March 31, 2002 and
2001, and August 19, 1997 inception through March 31, 2002.
START-UP COSTS
The Company adopted the provisions of the American Institute of Certified
Public Accountants' Statement of Position 98-5, "Reporting on the Costs of
Start-Up Activities". SOP provides guidance on the financial reporting of
start-up and organization costs and requires such costs to be expensed as
incurred.
The start-up costs consist principally of professional and consulting fees.
LOSS PER COMMON SHARE
Loss per common share is computed by dividing the net loss for the year by
the weighted average number of shares outstanding for the periods ended
March 31, 2002 and 2001.
USE OF ESTIMATES
The preparation of the accompanying financial statements, in conformity
with generally accepted accounting principles, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of expenses
during the reporting periods. Actual results could differ from those
estimates.
SIGNIFICANT ESTIMATES
Several areas require significant management estimates relating to
uncertainties for which it is reasonably possible that there will be a
material change in the near term. The significant area requiring the use of
management estimates related to accrued expenses.
F-6
ALPHA HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES
The Company is currently in a development stage and has not yet commenced
an active trade or business, therefore, the Company did not provide any
current or deferred federal or state income tax provision or benefit for
any of the periods presented because to date, it has experienced operating
losses. The Company has a federal net operating loss carryforward of
approximately $20,000 expiring in the years 2017 through 2022. The tax
benefit of this net operating loss, based on an effective tax rate of 40%,
is approximately $8,000 and has been offset by a full valuation allowance.
For the period ended March 31, 2002, based on an effective tax rate of 40%,
the valuation allowance increased by $2,163.
The use of net operating loss carryforward is subject to limitations
imposed by the Internal Revenue Service in the event of the change in
control.
3. COMMON STOCK
The Company is authorized to issue 10,000,000 shares of par value $.001
common stock.
From August 19, 1997 inception through December 31, 2001, the Company
issued 3,800,000 shares of common stock that has been valued at prices in
the range of $.001 through $.10. These values were based upon management's
estimate of the current market prices at the time the shares were issued.
4. COMMON STOCK TRANSACTIONS - RELATED PARTIES
Pursuant to a resolution adopted by the Board of Directors on August 9,
2001 for related party services performed in 2001, the Company issued
339,510 shares of restricted common stock to certain shareholders at a
price of $.001 per share, for an aggregate consideration of $339, which
includes $324 of consulting fees and $15 of director's fees.
5. RELATED PARTY TRANSACTIONS
The caption "Due to related Company" are loans that are unsecured,
non-interest bearing and have no fixed terms of repayment, therefore,
deemed payable on demand. The Company's operating expenses in 2002 were
paid by the related company.
The balance due to the related company, at March 31, 2002 and December 31,
2001 was $4,430 and $-0-, respectively.
F-7
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with limited operations or income since inception in
August, 1997. The costs and expenses associated with the preparation and filing
of this registration statement and other operations of the company have been
paid for by the controlling shareholders of the Company who are also its
officers and directors. It is anticipated that the Company will require only
nominal capital to maintain the corporate viability of the Company and any
additional needed funds will most likely be provided by the Company's existing
shareholders or its officers and directors in the immediate future. Current
shareholders have not agreed upon the terms and conditions of future financing
and such undertaking will be subject to future negotiations, except for the
express commitment of the officers and directors to fund required filings
pursuant to the Securities Exchange Act of 1934 (the " '34Act"). Repayment of
any such funding will also be subject to such negotiations. However, unless the
Company is able to facilitate an acquisition of or merger with an operating
business or is able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to
secure a successful acquisition or merger partner so that it will be able to
continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
Plan of Operation
The Company has entered into negotiations to acquire a privately held
company in exchange for issuance of a controlling interest in the Company's
common stock. In the event that negotiations are not concluded successfully,
then during the next twelve months, the Company will continue to actively seek
out and investigate possible business opportunities with the intent to acquire
or merge with one or more business ventures. In its search for business
opportunities, management will follow the procedures outlined in Item 1, above.
-2-
Because the Company has limited funds, it may be necessary for the officers and
directors to either advance funds to the Company or to accrue expenses until
such time as a successful business consolidation can be made. The Company will
not make it a condition that the target company must repay funds advanced by its
officers and directors. Management intends to hold expenses to a minimum and to
obtain services on a contingency basis when possible. Further, the Company's
directors will defer any compensation until such time as an acquisition or
merger can be accomplished. However, if the Company engages outside advisors or
consultants in its search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. As of the date hereof, the
Company has not made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the Company does
need to raise capital, most likely the only method available to the Company
would be to private sale of its securities. Because of the nature of the Company
as a development stage company, it is unlikely that it could make a public sale
of securities or be able to borrow any significant sum from either a commercial
or private lender. There can be no assurance that the Company will be able to
obtain additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates, will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analysis made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements, and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
-3-
PART II
Item 6. Exhibits and reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of
regulation S-B, as described in the following index of
exhibits, are incorporated herein by reference, as follows:
Exhibit No. Description
- ----------- ----------------------------------------------------
3.1 Articles of Incorporation of Alpha Holding, Inc. (1)
3.2 By-Laws of Alpha Holding, Inc. (1)
- -----------
(1) Incorporated by referenced from the Form 10-SB filed by the Company on
February 7, 2001
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31,
2002.
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SIGNATURES
In accordance withthe requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated May 20, 2002 ALPHA HOLDING, INC.
/s/ Steven L. Siskind
-----------------------------------
Steven L. Siskind, President
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