-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EWab9onLHJp60nC3GIO0cjM38dN1cq7e0Xjr2WtlvrMTjflzloSIepECPWtmCThU 14XgTNWBUs7CSWfnegg9Qw== 0001044885-01-500027.txt : 20010515 0001044885-01-500027.hdr.sgml : 20010515 ACCESSION NUMBER: 0001044885-01-500027 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA RESOURCES INC /DE/ CENTRAL INDEX KEY: 0001031381 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 593422883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-27017 FILM NUMBER: 1631680 BUSINESS ADDRESS: STREET 1: 901 CHESTNUT STREET STREET 2: SUITE A CITY: CLEARWATER STATE: FL ZIP: 33756 BUSINESS PHONE: 727-447-36 MAIL ADDRESS: STREET 1: 901 CHESTNUT ST STREET 2: STE A CITY: CLEARWATER STATE: FL ZIP: 34616 10QSB 1 form10qsb.txt FORM 10-QSB FOR THE PERIOD ENDED 3/31/01 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2001 -------------- [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from __________ to __________ Commission File Number 333-22693 --------- ALPHA RESOURCES, INC. -------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) DELAWARE 59-3422883 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 901 CHESTNUT STREET, SUITE A, CLEARWATER, FL 33756 -------------------------------------------------- (Address of Principal Executive Offices) (727) 447-3620 --------------- (Issuer's Telephone Number) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such a 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 ----- ----- The number of shares outstanding of the Issuer's Common Stock, $.001 Par Value, as of March 31, 2001 were 240,000. Transitional Small Business Disclosure Format: Yes No X ----- ----- ALPHA RESOURCES, INC. (A DEVELOPMENT STAGE COMPANY) Index Page ---- Part I - Financial Information - ------------------------------ Item 1. Financial Statements Balance Sheet - March 31, 2001............................................... 1 Statements of Operations - Three Months ended March 31, 2001 and 2000 and the period January 13, 1997 (Date of Inception) to March 31, 2001............................................. 2 Statements of Changes in Stockholders' Deficit - Period January 13, 1997 (Date of Inception) to March 31, 2001............................................. 3 Statements of Cash Flows - Three Months ended March 31, 2001 and 2000 and the period January 13, 1997 (Date of Inception) to March 31, 2001............................................. 4 Notes to Financial Statements................................. 5 - 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......................... 7 - - 9 Part II - Other Information Item 1. Legal Proceedings............................................................ 9 Signatures............................................................. 10 i ALPHA RESOURCES, INC. (A DEVELOPMENT STAGE COMPANY) Balance Sheet (unaudited) March 31, 2001 ----------------- Assets Current assets Cash $ 10,470 ----------------- Total current assets 10,470 ----------------- Other assets Offering costs 4,206 ----------------- Total assets $ 14,676 ================= Liabilities and Stockholders' Deficit Current liabilities Accrued expenses $ 14,575 Loans payable - stockholders 30,000 ----------------- Total current liabilities 44,575 ----------------- Stockholders' deficit Preferred stock, $.001 par value: Authorized - 5,000,000 Issued or outstanding - none Common stock, $.001 par value: Authorized - 10,000,000 Issued and outstanding - 240,000 240 Additional paid-in capital 960 Deficit accumulated during the development stage (31,099) ----------------- Total stockholders' (deficit) (29,899) ----------------- Total liabilities and stockholders' (deficit) $ 14,676 ================= The Accompanying Notes Are An Integral Part Of The Financial Statements 1 ALPHA RESOURCES, INC. (A DEVELOPMENT STAGE COMPANY) Operating Statements (unaudited)
For the Three Months Cumulative During Ended March 31, Development Stage ------------------------------ January 13, 1997( Date of 2001 2000 Inception) to March 31, 2001 ------------- ------------- ---------------------------- Development stage expenses General & Administrative Expense $ 2,000 $ 2,185 $ 23,698 Interest Expense 600 600 7,401 ------------- ------------- ----------------------- Net Loss Before Income Taxes (2,600) (2,785) (31,099) Income Taxes - - - ------------- ------------- ----------------------- Net Loss $ (2,600) $ (2,785) $ (31,099) ============= ============= ======================= Basic Loss Per Share $ (0.01) $ (0.01) $ (0.18) ============= ============= ======================= Weighted average number of common shares outstanding 240,000 240,000 176,723 ============= ============= =======================
The Accompanying Notes Are An Integral Part Of The Financial Statements 2 ALPHA RESOURCES, INC. (A DEVELOPMENT STAGE COMPANY) Statements of Changes in Stockholders' Deficit (unaudited) For the Period January 13, 1997 (Date of Inception) to March 31, 2001
Common Stock Deficit ----------------------------- Accumulated Shares $ 0.001 Additional During the Total Issued and Par Paid-in Development Stockholders' Outstandng Value Capital Stage Equity (Deficit) -------------- ----------- ------------- -------------- ---------------- Issuance of 120,000 shares of common stock ($.005 per share) 120,000 $ 120 $ 480 $ - $ 600 Net loss for period - - - (11,529) (11,529) -------------- ----------- ------------- -------------- ---------------- Balance, December 31, 1997 120,000 $ 120 $ 480 $ (11,529) $ (10,929) -------------- ----------- ------------- -------------- ---------------- Net loss for year - - - (4,800) (4,800) -------------- ----------- ------------- -------------- ---------------- Balance, December 31, 1998 120,000 $ 120 $ 480 $ (16,329) $ (15,729) -------------- ----------- ------------- -------------- ---------------- Issuance of 120,000 shares of common stock ($.005 per share) 120,000 $ 120 $ 480 $ - $ 600 Net loss for year - - - (4,781) (4,781) -------------- ----------- ------------- -------------- ---------------- Balance, December 31, 1999 240,000 $ 240 $ 960 $ (21,110) $ (19,910) -------------- ----------- ------------- -------------- ---------------- Net loss for year - - - (7,389) (7,389) -------------- ----------- ------------- -------------- ---------------- Balance, December 31, 2000 240,000 $ 240 $ 960 $ (28,499) $ (27,299) -------------- ----------- ------------- -------------- ---------------- Net loss for period - - - (2,600) (2,600) -------------- ----------- ------------- -------------- ---------------- Balance, March 31, 2001 240,000 $ 240 $ 960 $ (31,099) $ (29,899) ============== =========== ============= ============== ================
The Accompanying Notes Are An Integral Part Of The Financial Statements 3 ALPHA RESOURCES, INC. (A DEVELOPMENT STAGE COMPANY) Statements of Cash Flows (unaudited)
Cumulative During For the Three Months Development Stage Ended March 31, January 13, 1997( Date of --------------------------------- 2001 2000 Inception) to March 31, 2001 ---------------- --------------- ---------------------------- Cash flows from operating activities: Net loss $ (2,600) $ (2,785) $ (31,099) Adjustments to reconcile net loss to net cash used in operating activities: Increase (Decrease) in accrued expenses 2,600 2,086 14,575 ---------------- --------------- ------------------ Net cash used by operating activities - (699) (16,524) ---------------- --------------- ------------------ Cash flows from financing activities: Proceeds from issuance of common stock - - 1,200 Proceeds from loans payable - stockholders - - 30,000 Offering costs - - (4,206) ---------------- --------------- ------------------ Net cash provided by financing activities - - 26,994 ---------------- --------------- ------------------ Net increase (decrease) in cash - (699) 10,470 Cash beginning 10,470 15,075 - ---------------- --------------- ------------------ Cash ending $ 10,470 $ 14,376 $ 10,470 ================ =============== ==================
The Accompanying Notes Are An Integral Part Of The Financial Statements 4 ALPHA RESOURCES, INC. (A Development Stage Company) Notes to Financial Statements For the Three Months Ended March 31, 2001 and the period January 13, 1997 (Date of Inception) to March 31, 2001 (Unaudited) Note 1 - Background ---------- Alpha Resources, Inc. (the "Company") was incorporated January 13, 1997 in the State of Delaware, and has been in the development stage since its formation. The Company intends to effect a merger, exchange of capital stock, asset acquisition, or other similar business combination or acquisition with a business entity. The Company has not identified any specific business or company to fulfill its intentions. The Company has registered its securities with the Securities and Exchange Commission and plans on offering certain securities in a "blank check" offering subject to Rule 419 of the Securities Act of 1933. On August 12, 1999, the Company's Registration Statement on Form SB-2 was declared effective by the U.S. Securities and Exchange Commission. The accompanying unaudited financial statements, which are for interim periods, do not include all disclosures provided in the annual financial statements. These unaudited financial statements should be read in conjunction with the financial statements and the footnotes thereto contained in Form 10-KSB for the fiscal year ended December 31, 2000 of Alpha Resources, Inc. (the "Company"), as filed with the Securities and Exchange Commission. Note 2 - Summary of Significant Accounting Policies ------------------------------------------ Accounting Estimates -------------------- The preparation of financial statements requires management to make estimates and assumptions that effect 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments, consisting of adjustments necessary for a fair presentation of (a) the results of operations for the three month periods ended March 31, 2001 and 2000, and the period January 13, 1997 (Date of Inception) to March 31, 2001, (b) the financial position at March 31, 2001, (c) cash flows for the three month periods ended March 31, 2001 and 2000, and the period January 13, 1997 (Date of Inception) to March 31, 2001 have been made. Organizational Costs -------------------- Costs incurred in the organization of the Company were expensed as incurred under the provision of SOP 98-5, "reporting on the costs of start up activities." Income Taxes ------------ Deferred income taxes are provided for when transactions are reflected in income for financial reporting purposes in a year other than the year of their inclusion in taxable income. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 5 ALPHA RESOURCES, INC. (A Development Stage Company) Notes to Financial Statements For the Three Months Ended March 31, 2001 and the period January 13, 1997 (Date of Inception) to March 31, 2001 (Unaudited) (Continued) Concentration of Credit Risk ---------------------------- The majority of cash is maintained with a financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. Loss Per Share -------------- Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding for the period. Note 3 - Related Party Transactions -------------------------- The Company has received $30,000 of loans from the six shareholders of the Company. These loans are due on demand and bear interest at 8% per annum and are unsecured. Three of these shareholders are also officers and directors of the Company. The Company accrued $6,801 of interest on these notes at March 31, 2001. The building and property housing the corporate office are owned by one of the stockholders and the Company pays no rent. One of the stockholders provides accounting services at no charge to the Company. The above amounts are not necessarily indicative of the amounts which would have been incurred had comparable transactions been entered into with independent parties. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The statements contained in this Report on Form 10-QSB, that are not purely historical, are forward-looking information and statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These include statements regarding the Company's expectations, intentions, or strategies regarding future matters. All forward-looking statements included in this document are based on information available to the Company on the date hereof. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements contained in this Form 10-QSB. The forward-looking statements contained here in are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments regarding, among other things, the Company's ability to secure financing or investment for capital expenditures, future economic and competitive market conditions, and future business decisions. All these matters are difficult or impossible to predict accurately and many of which may be beyond the control of the Company. Although the Company believes that the assumptions underlying its forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this form 10-QSB will prove to be accurate. General BACKGROUND. Alpha Resources, Inc. (the "Company") was organized as a Delaware corporation on January 13, 1997. Since inception, the Company's activities have been limited to the sale of initial shares in connection with its organization. A total of 240,000 shares of Common Stock have been issued, of which 120,000 shares have been issued to officers and directors of the Company, for an aggregate of $1,200 in cash. Additional funds have been loaned to the Company by its officers, directors and principal shareholders, to cover Company expenses. The Company proposes to evaluate one or more businesses and ultimately acquire an interest or otherwise participate in a business. To date, no specific businesses have been investigated by the Company, and it does not propose to engage in the evaluation of any such businesses unless and until a successful completion of a public securities offering. Consequently, the Company has presently allocated the net proceeds of a offering to the search for and participation in a business by a merger. The Company's offices are located at 901 Chestnut Street, Suite A, Clearwater, FL 33756, where its telephone number is (727) 447-3620. PLAN OF OPERATION The Company's plan of operation over the next twelve months is to seek and, if possible, acquire an operating business or valuable assets by entering into a business combination. The Company will not be restricted in its search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business, including service, finance, mining, manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other. Management's discretion is, as a practical matter, unlimited in the selection of a combination candidate. Management of the Company will seek combination candidates in the United States and other countries, as available time and resources permit, through existing associations and by word of mouth. This plan of operation has been adopted in order to attempt to create value for its shareholders. The Company does not intend to do any product research or development. The Company does not expect to buy or sell any real estate, plant or equipment except as such a purchase might occur by way of a business combination that is structured as an asset purchase, and no such asset purchase currently is anticipated. Similarly, the Company does not expect to add additional employees or any full-time employees except as a result of completing a business combination, and any such employees likely will be persons already then employed by the company acquired. 7 COMPETITION. The Company will be in direct competition with many entities in its efforts to locate suitable business opportunities. Included in the competition will be business development companies, venture capital partnerships and corporations, small business investment companies, venture capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management and management consultant firms and private individual investors. Most of these entities will possess greater financial resources and will be able to assume greater risks than those which the Company, with its limited capital, could consider. Many of these competing entities will also possess significantly greater experience and contacts than the Company's management. Moreover, the Company also will be competing with numerous other blank check companies for such opportunities. EMPLOYEES. The Company has no full-time employees, and its only employees currently are its officers. It is not expected that the Company will have additional full-time or other employees except as a result of completing a combination. RESULTS OF OPERATIONS Three months ended March 31, 2001 compared to three months ended March 31, 2000 The Company has no revenues for the three month periods ended March 31, 2001 and 2000 respectively. For the three month period ended March 31, 2001, general and administrative expenses amounted to $2,000 as compared to $2,185 in the similar prior year period. General and administrative expenses consist of primarily accounting fees during both periods. Interest expense was $600 for the three month period ended March 31, 2001 and 2000. Interest expense is attributed to shareholder loans during both periods. During the three month period ended March 31, 2001, the Company incurred a net loss of $2,600 as compared to a net loss of $2,785 for the three month period ended March 31, 2000. The losses for the three month periods ended March 31, 2001 and 2000 are attributed to interest expense charges and accounting fees. For the three month period ended March 31, 2001 and 2000, the basic loss per share was $0.01. The weighted average shares outstanding was 240,000 the three month periods ended March 31, 2001 and 2000. LIQUIDITY AND CAPITAL RESOURCES The Company had $10,470 in cash on hand at March 31, 2001 and had no other tangible assets to meet ongoing expenses or debts that may accumulate. Since inception, the Company has accumulated a deficit (net loss) of $29,899. The Company has no commitment for any capital expenditure and foresees none. However, the Company will incur routine fees and expenses incident to its reporting duties as a public company, and it will incur expenses in finding and investigating possible acquisitions and other fees and expenses in the event it makes an acquisition or attempts but is unable to complete an acquisition. The Company's cash requirements for the next twelve months are relatively modest, principally accounting expenses and other expenses relating to making filings required under the Securities Exchange Act of 1934 (the "Exchange Act"), which should not exceed $5,000 in the fiscal year ending December 31, 2001. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a combination with one or more potential acquisitions could also amount to thousands of dollars. The Company's current management and its counsel have informally agreed to continue rendering services to the Company and to not demand payment of sums owed unless and until the Company completes an acquisition. The terms of any such payment will have to be negotiated with the principals of any business acquired. The existence and amounts of debt may make it more difficult to complete, or prevent completion of, a desirable acquisition. In addition, offices are provided to the Company without charge. 8 Management believes that it has sufficient capital to fund operations for the next twelve months. However, Management hopes to obtain deposit funds from potential candidate companies that it can use to defray professional fees, travel, lodging and other due diligence expenses incurred by management related to finding and investigating an acquisition and negotiating and consummating a business combination. There is no assurance that any potential candidate will agree to make such a deposit. Once its present cash position is depleted, the Company will only be able to pay its debts and meet operating expenses by raising additional funds, acquiring a profitable enterprise or otherwise generating positive cash flow. As a practical matter, the Company is unlikely to generate positive cash flow by any means other than acquiring an enterprise with cash flow. The Company believes that management members or shareholders will advance future funds as needed for its operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide any such funds. The Company's shareholders and management members who advanced money to the Company to cover operating expenses will expect to be reimbursed, either by the Company or by an acquired company, prior to or at the time of completing a combination. The Company has no intention of borrowing money to reimburse or pay salaries to any of its officers or directors. There currently are no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain needed funds. There is no assurance whatever that the Company will be able to raise necessary funds once needed from outside sources. PART II - OTHER INFORMATION Item 1. Legal Proceedings. ------------------ There are no legal proceedings in which the Company is involved. Item 5. Other Information. ------------------ On April 9, 2001, Lawrence E. Steinberg resigned as a Director of the Company. 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant had duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized. Alpha Resources, Inc. Dated 5/10/2001 /s/ Gerald Couture --------------------------- Gerald Couture President 10 -----END PRIVACY-ENHANCED MESSAGE-----