UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-21577 Alpha Hedge Fund, Inc. (Exact name of registrant as specified in charter) 2820 Hanover Dallas, Texas 75225 (Address of principal executive offices) Laura S. Adams 2820 Hanover Dallas, Texas 75225 (Name and address of agent for service) Registrants telephone number, including area code: 866-819-3174 Date of fiscal year end: December 31 Date of Reporting Period: December 31, 2004 Item 1. Report to Shareholders. ALPHA HEDGE FUND, INC. ANNUAL REPORT DECEMBER 31, 2004 Alpha Hedge Fund, Inc. 2820 Hanover Avenue Dallas, Texas 75225 1-866-819-3174 Dear shareholders of Alpha Hedge Fund, Inc., The Fund began investment operations on December 21,2004 with a net asset value of 20.0826 ended the year December 31, 2004 with a Net Asset Value per share of $19.948, after declaring and distributing a dividend of $0.0099 per share on December 31, 2004, for a total return of (0.62%). As of the end of 2004, Laura S. Adams and her family own 100% of the shares of the Fund. We look forward to our first year of operation in 2005. Sincerely, Laura S. Adams President ALPHA HEDGE FUND, INC. PERFORMANCE SUMMARY The graph below represents the changes in value for an initial $10,000 investment in the Alpha Hedge Fund from its inception (the beginning of investment operations), December 21, 2004 through December 31, 2004. These changes are then compared to a $10,000 investment in the S&P 500 Index for the same period. Returns shown include the reinvestment of all dividends. Past performance is not predictive of future performance. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost. Inception Year End (12/21/04) 2004 --------- -------- Alpha Hedge Fund $10,000 $ 9,938 S&P 500 Index $10,000 $10,148 $12,000| # = Alpha Hedge Fund $11,000| * = S&P 500 Index $10,000| # * # * $ 9,000|__________________________________________________ (Inception) 2004 12/21/2004 10 Day Return Since Inception On December 21, 2004 ---------------------- Alpha Hedge Fund (0.62%) S&P 500 Index 1.48% See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 2004 ASSETS Investment securities, at fair value(cost $1,000,763) $ 994,679 ----------- Total assets 994,679 ----------- LIABILITIES Advisory fees payable 271 ----------- Total liabilities 271 ----------- NET ASSETS - (Equivalent to $19.95 per share based on 49,850 shares of common stock issued and outstanding; 100,000,000 shares authorized, $0.001 par value $ 994,408 ============ NET ASSETS CONSIST OF: Common stock					 $ 50 Paid-in capital 1,000,442 Net unrealized depreciation of investments (6,084) - ----------- Net assets $ 994,408 ============ See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 Contracts/ DESCRIPTION Shares VALUE - ----------- --------- ------------ INDEX OPTIONS LONG - 59.63% OEX (S&P 100 Index) Calls exp. 12/06 (a) 23 $ 592,940 -------- 592,940 PUT OPTIONS ON COMMON STOCKS - 31.69%			-------- Yahoo 47.50 Puts exp. 1/06 (a) 19 20,900 Motorola 30 Puts exp. 1/06 (a) 42 44,940 Bell South 37.50 Puts exp. 1/06 (a) 25 24,750 United Technologies 120 Puts exp. 1/06 (a) 7 12,110 Goldman Sachs 120 Puts exp. 1/06 (a) 7 11,970 Target 55 Puts exp. 1/06 (a) 14 7,840 Bristol Myers 40 Puts exp. 1/06 (a) 28 40,880 Lowes 75 Puts exp. 1/06 (a) 13 22,620 Freddie Mac 80 Puts exp. 1/06 (a) 10 8,600 Dow Chemical 60 Puts exp. 1/07 (a) 14 16,520 DuPont 60 Puts exp. 1/06 (a) 15 16,800 Gillette 55 Puts exp. 1/06 (a) 16 16,320 Boeing 70 Puts exp. 1/06 (a) 13 23,790 Texas Instruments 40 Puts exp. 1/06 (a) 31 47,120 ---------- 315,160 - ---------- Total options (cost $914,184) 908,100 - ---------- SHORT-TERM INVESTMENTS - 8.71% Schwab Value Advantage Money Fund Bears interest at 1.5%		 86,579 86,579 -------- Total short-term investments (cost $86,579) 86,579 -------- Total investment securities - 100.00% (cost $1,000,763)) 994,679 Other assets less liabilities - 0.00% (271) -------- Net assets - 100.00% $ 994,408 ============ Notes: (a) presently non-income producing. See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. STATEMENT OF OPERATIONS FOR THE PERIOD FROM APRIL 13, 2004(inception) THROUGH DECEMBER 31, 2004 INVESTMENT INCOME: Dividends $ 0 Interest 763 ------------ Total investment income 763 EXPENSES - Advisory fees 271 ---- Net investment income 492 GAINS ON INVESTMENTS - Net change in unrealized depreciation of securities (6,084) ------------ Net unrealized loss on investments 	 (6,084) - ------------ Net decrease in net assets resulting from operations $ (5,592) ============ See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD FROM APRIL 13, 2004(inception) THROUGH DECEMBER 31, 2004 INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income $ 492 Net change in unrealized depreciation of securities 				 (6,084) 		 ------------ Net decrease in net assets resulting from operations 				 (5,592) DISTRIBUTIONS TO SHAREHOLDERS FROM Net investment income (492) ------------ Total Distributions (492) CAPITAL SHARE TRANSACTIONS 1,000,492 ------------ TOTAL INCREASE IN NET ASSETS 994,408 NET ASSETS, beginning of period 0 ------------ NET ASSETS, end of period $ 994,408 ============ See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. FINANCIAL HIGHLIGHTS PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD PERIOD ENDED 							December 31, 2004(a) ------------ Net asset value, beginning of period $ 20.08 --------- Loss from investment operations: Net investment income 0.01 Net unrealized loss on investments (0.13) --------- Total loss from investment operations (0.12) Less distributions from net investment income	 (0.01) --------- Net asset value, end of period $ 19.95 ========= Total Return (0.62%)(d) Net assets, end of period $ 994,408 Ratio of expenses to 0.90%(b) average monthly net assets (c) Ratio of net investment income 1.63%(b) to average monthly net assets Portfolio turnover rate 0.00% (a) Calculation of per share data and ratios represents the period from December 21, 2004 (date investment operations commenced) through December 31,2004. (b) Per share data has been annualized using the average number of shares outstanding. (c) The Fund's actual expenses are calculated daily at 1.00% of net asset value (NAV), plus 20% of the total gain in net asset value, if any. (d) Total return is not annualized. See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION Alpha Hedge Fund, Inc. (the "Fund") was incorporated in the State of Texas on April 13, 2004 and is registered under the Investment Company Act of 1940 as a non-diversified, open-end management investment company. The investment objective of the Fund is to achieve capital growth. The Fund had no operations until June 17, 2004, when it sold 7,500 shares of its common stock to its original shareholder, Mrs. Laura S. Adams. Investment operations commenced on December 21, 2004. The effective date of the Fund's SEC registration was November 10, 2004. 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates. Security Valuation Securities listed on a national securities exchange or in the over- the-counter market are valued at the last quoted sales price on the day of valuation, or if no quoted sales price was reported on that date, the last quoted bid price. Options are valued at the last quoted bid price. Short-term investments are valued at cost which approximates fair value. Securities for which quotations are not readily available are valued at their estimated fair value as determined in good faith by the Fund's Board of Directors. Securities Transactions and Investment Income Securities transactions are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Realized gains and losses are determined on a specific identification basis of the securities sold. Unrealized gains and losses resulting from the appreciation and depreciation of securities carrying values are included in the statements of operations. Distribution of Income and Gains The Fund declares and pays dividends annually from net investment income and from net realized gains, if any. Distributions from realized gains for book purposes may include short-term capital gains, which are included in ordinary income for tax purposes. ALPHA HEDGE FUND, INC. NOTES TO FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES Federal Income Taxes The Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income, including any realized gains on investment, to its shareholders. Therefore, no federal income tax provision is required. Net investment income (loss), net realized gains (losses) and the cost of investments in securities may differ for financial statement and income tax purposes. The character of distributions from net investment income or net realized gains may differ from their ultimate characterization for income tax purposes. At December 31, 2004, there were no material differences. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains were recorded by the Fund. 3. CAPITAL SHARE TRANSACTIONS Capital Share transactions in the Fund's $0.001 par value common stock were as follows: Period from April 13, 2004 (inception) through December 31, 2004 ------------------- Shares Amount Shares sold 49,825 $1,000,000 Shares issued in reinvestment of dividends		 25 492 ------ -------- Net increase 		 49,850 1,000,492 Beginning of period 0 0 ------ -------- End of period 49,850 $1,000,492 				 ====== ========= 4. INVESTMENT TRANSACTIONS The cost of purchases and proceeds from sales of investment securities, excluding short-term investments, aggregated $914,184 and $0, respectively, for the period ended December 31, 2004. The aggregate cost of investment securities for federal income tax purposes was $914,184 as of December 31, 2004. As of December 31, 2004, the aggregate unrealized appreciation and depreciation of investment securities was as follows: Unrealized appreciation $ 13,748 Unrealized depreciation (19,832) Net unrealized depreciation $ (6,084) ALPHA HEDGE FUND, INC. NOTES TO FINANCIAL STATEMENTS 5. DISTRIBUTION TO SHAREHOLDERS On December 31, 2004 a distribution of $0.01 per share aggregating $492 was paid to the shareholders of record on that date from net investment income. 6. ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund and the Advisor are under common control and the existence of that control creates operating results and financial position significantly different than if they were autonomous. The Fund has entered into an agreement with Adams Asset Advisors, LLC (the "Advisor") to provide investment advisory services to the Fund. Laura S. Adams is the managing member of the Advisor and is an officer, director and shareholder of the Fund. Under the terms of the agreement, the Fund will pay the Advisor a monthly fee at the annual rate of 1.00% of the Fund's average daily net assets. In addition, the Fund will pay a performance incentive fee of 20% of the total gain in net assets value, if any, accrued daily and paid monthly. The actual incentive fee will depend upon future returns. The Advisor has contractually agreed to pay all operating expenses of the Fund, except brokerage fees and commissions, interest, taxes and extraordinary expenses. As of December 31, 2004, Laura S. Adams and her family owned 100% of the common stock of the Fund. The Advisor acts as the transfer agent for the Fund. Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Alpha Hedge Fund, Inc. We have audited the accompanying statement of assets and liabilities of Alpha Hedge Fund, Inc., including the schedule of investments, as of December 31, 2004, and the related statement of operations for the period from April 13, 2004 (inception) through December 31, 2004, the statement of changes in net assets for the period from April 13, 2004 (inception) through December 31, 2004, and the financial highlights for the period from December 21, 2004 (date investment operations commenced) through December 31, 2004. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Alpha Hedge Fund, Inc. as of December 31, 2004, the results of its operations for the period from April 13, 2004 (inception) through December 31, 2004, the changes in its net assets for the from April 13, 2004 (inception) through December 31, 2004, and the financial highlights for the period from December 21, 2004 through December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Helin, Donovan, Trubee & Wilkinson, LLP /s/ Helin, Donovan, Trubee & Wilkinson, LLP Austin, Texas February 7, 2005 Item 2. Code of Ethics. Pursuant to the requirements of Section 406 and 407 of the Sarbanes- Oxley Act of 2002, Alpha Hedge Fund, (the "Fund"), hereby adopts the following Code of Ethics, which applies to the Fund's principal executive, financial, and accounting officers or persons performing similar functions regardless of whether these individuals are employed by the Fund or a third party, and is designed to deter wrongdoing and to promote: a) Honest and ethical conduct, including the ethical handling of actual and apparent conflicts of interest between personal and professional relationships; b) Full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission and in all public communications. c) Compliance with all applicable governmental laws, rules and regulations; d) Prompt internal reporting of violations of the code, should any occur, to any of the principal officers of the Fund and all appropriate persons identified in the code; and e) The principal executive officer of the Fund will be held accountable for adherence to the code as presented above. Item 3. Audit Committee Financial Expert. The Fund has assets of under $2 million and no specific audit committee and no audit committee financial expert. The Board of Directors of the Fund, which consists of independent directors that control over 2/3 of the Board, oversee and review all Fund reports and activities of the President of the Fund. At this time, the Fund believes there is adequate supervision over accounting procedures, practices and reporting. Item 4. Principal Accountant fees and services. 	The Fund does its own accounting subject to audit and review procedures by Helin, Donovan, Trubee and Wilkinson, LLP. The Advisor, as part of the management fee paid by the Fund, is contractually obligated to pay all expenses of the Fund, including all audit and audit related fees, tax fees, and all other fees incurred. Therefore, there is no audit expense incurred or paid by the Fund for these services. Item 5. Audit Committee of listed Registrants. Not applicable to open-end investment companies. Item 6. Schedule of Investments 	Included under Item 1 above. Item 7. Disclosure of proxy voting policies and procedures for closed- end management Investment companies. (Not applicable) Item 8. Purchases of Equity Securities by Closed-End Management Investment Companies Not applicable to open-end investment companies. Item 9. Submission of Matters to a Vote of Securities Holders 	None Item 10. Controls and Procedures a) The Fund's president has concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. b) There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation. Item 11. Exhibits. a) Code of Ethics-Filed under Item 2, Code of Ethics above. b) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Attached c) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002- Attached Signatures Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Alpha Hedge Fund By /s/ Laura S. Adams - --------------------- Laura S. Adams President Principal Executive Officer and Principal Financial Officer Date 2/18/05 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Alpha Hedge Fund By /s/ Laura S. Adams - --------------------- Laura S. Adams President Principal Executive Officer and Principal Financial Officer Date 2/18/05