10-Q 1 q3final.htm Buckingham Exploration Inc

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM 10-Q

(Mark One)


[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 for the period ended March 31, 2011


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE Act of 1934 for the transition period from ___ to ___.


Commission file number: 333-156531

Alpha Lujo, Inc.

(Name of Small Business Issuer in its charter)


New York                                         20-5518632

(State of                                      (I.R.S. Employer

Incorporation)                                 I.D. Number)


346 Kings Way, South Melbourne

Victoria 3205, Australia
(Address of principal executive offices)  (Zip Code)


Issuer's telephone number: +613 9690 1077


Securities registered under Section 12 (b) of the Act:


Title of each class         Name of exchange on which

to be registered            each class is to be registered


None                              None

Securities registered under Section 12(g) of the Act:


None

Check whether issuer (1) filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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.

(1). [X] Yes  [  ] No (2). [X] Yes [  ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ] Yes [X] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. [X] Smaller Reporting Company


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes [  ] No

The number of shares issued and outstanding of issuer's common stock, $0.001 par value, as of May 16, 2011 was 22,494,000.


1



PART I - FINANCIAL INFORMATION


Item 1. Financial Statements.                                                                                    Page No.

    

  

       -Balance Sheets as of March 31, 2011

        (unaudited) and June 30, 2010 (audited).                                                            3

   

       -Statements of Operations for the

        Three Months and Nine Months

        Ended March 31, 2011 and March 31, 2010 (unaudited).                                   4


       -Statements of Stockholders’ Equity (Deficit) for the Nine Months Ended

        March 31, 2011 (unaudited).                                                                               5


       -Statements of Cash Flows for the Nine Months Ended

        March 31, 2011 and March 31, 2010 (unaudited).                                              6

 

       -Notes to Consolidated Financial Statements.                                                      8

  

Item 2. Management's Discussion and Analysis.                                                       14

 

Item 4. Controls and Procedures                                                                                16

 

Item 4(A)T Controls and Procedures.                                                                        16

 


PART II - OTHER INFORMATION


Item 6. Exhibits.                                                                                                         17

 

Signatures                                                                                                                   17

 

















2







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alpha Lujo, Inc.

 

(formerly E Global Marketing Inc.)

 Balance Sheets

 

 

March 31,

 

June 30,

 

 

 

2011

 

2010

 

 

 

(Unaudited)

 

(Audited)

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

   Cash and cash equivalents

 

$

51,613

 

$

720

 

   Prepaid expenses

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

      Total current assets

 

 

51,613

 

 

720

 

 

 

 

 

 

 

 

 

Other assets

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

Total assets

 

$

51,613

 

$

720

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

   Accounts payable and accrued expenses

 

$

19,012

 

$

6,385

 

   Credit card liabilities

 

 

-

 

 

10,482

 

   Due to related parties

 

 

64,145

 

 

29,510

 

   Convertible promissory note

 

 

-

 

 

10,000

 

 

 

 

-

 

 

 

 

      Total current liabilities

 

 

83,157

 

 

56,377

 

 

 

 

 

 

 

 

 

Convertible promissory note

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

83,157

 

 

56,377

 

 

 

 

 

 

 

 

 

Stockholders' equity (deficit):

 

 

 

 

 

 

 

   Preferred stock, $.001 par value; authorized

 

 

 

 

 

 

 

      5,000,000 shares, none issued and     

      outstanding

 

 

-

 

 

-

 

   Common stock, $.001 par value; authorized

 

 

 

 

 

 

 

      200,000,000 shares, issued and issuable   

      and outstanding 23,244,000

 

 

 

 

 

 

 

      and 20,694,000  shares, respectively

 

23,244

 

 

20,694

 

   Additional paid-in capital

 

 

1,079,680

 

 

16,656

 

   Deficit

 

 

(1,134,468)

 

 

(93,007)

 

 

 

 

 

 

 

 

 

      Total stockholders' equity (deficit)

 

 

(31,544)

 

 

(55,657)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity (deficit)

 

$

51,613

 

$

720

 

See notes to financial statements

 

 

 

 

 

 

 

 



3







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alpha Lujo, Inc.

(formerly E Global Marketing Inc.)

Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

March 31,

 

March 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Continuing operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-

 

$

-

 

$

-

 

$

-

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

  Consulting fees (stock-  

  based)

 

 

996,500

 

 

 

 

-

 

996,500

 

 

 

  Other professional and  

  consulting fees

 

 

28,912

 

 

 

 

-

 

28,912

 

                 -

 

  Other administrative   

  expenses

 

 

2,632

 

 

 

 

-

 

2,632

 

                 -

 

Total expenses

 

 

1,028,044

 

 

 

 

-

 

1,028,044

 

                 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

(1,028,044)

 

 

-

 

 

(1,028,044)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations (note 8 )

 

-

 

 

(2,052)

 

 

(13,417)

 

 

(15,782)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(1,028,044)

 

$

(2,052)

 

$

(1,041,461)

 

$

(15,782)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss)  from continuing operations

 

(0.05)

 

 

-

 

 

(0.05)

 

 

-

 

 

Loss  from discontinued operations

 

-

 

 

(0.00)

 

 

(0.00)

 

 

(0.00)

 

 

Net loss

$

(0.05)

 

$

(0.00)

 

$

(0.05)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding - basic and diluted

 

22,302,889

 

 

20,644,000

 

 

21,222,467

 

 

20,644,000

 


See notes to financial statements.


4






Alpha Lujo, Inc.

(formerly E Global Marketing Inc.)

 Statements of Changes in Stockholders' Equity (Deficit)

Nine Months Ended March 31, 2011 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

Common Stock,

 

 

Additional

 

 

 

 

 

Stockholders'

 

$.001 par value

 

 

Paid-In

 

 

 

 

 

Equity

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Balances, June 30, 2010

  20,694,000

 

 $

  20,694

 

 $

       16,656

 

 $

      (93,007)

 

 $

          (55,657)

 Assumption of company liabilities by former    

 officers and controlling stockholders pursuant to

 December 8, 2010 change in control transaction

                  -

 

 

            -

 

 

       69,074

 

 

                 -

 

 

            69,074

 Shares committed to be issued pursuant to:   

 

 

 

 

 

 

 

 

 

 

 

 

 

     January 5, 2011 Financial Advisor Agreement

       300,000

 

 

       300

 

 

       83,700

 

 

                 -

 

 

            84,000

     January 15, 2011 Consulting Agreement  

    1,250,000

 

 

    1,250

 

 

     561,250

 

 

 -

 

 

          562,500

     March 8, 2011 Consulting Agreement

    1,000,000

 

 

    1,000

 

 

     349,000

 

 

 -

   

 

          350,000

 Net loss

 -

 

 

 -

 

 

 -

 

 

 (1,041,461)

 

 

     (1,041,461)

 Balances, March 31, 2011

  23,244,000

 

$

  23,244

 

$

  1,079,680

 

$

 (1,134,468)

 

$

          (31,544)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 






5







 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alpha Lujo, Inc.

(formerly E Global Marketing Inc.)

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

March 31,

 

 

2011

 

2010

 

 

 

 (Unaudited)

 

 

 (Unaudited)

Cash flows from operating activities:

 

 

 

 

 

 

   Net income (loss)

 

$

(1,022,449)

 

$

(15,782)

   Adjustments to reconcile net income

 

 

 

 

 

 

      (loss) to net cash provided by (used in)

 

 

 

 

 

 

      operating activities:

 

 

 

 

 

 

      Stock-based compensation

 

 

996,500

 

 

-

   Changes in operating assets and liabilities:

 

 

 

 

 

 

      Prepaid expenses

 

 

-

 

 

-

      Accounts payable and accrued expenses

 

 

9,734

 

 

391

   Net cash provided by (used in)

 

 

 

 

 

 

      operating activities

 

 

(16,215)

 

 

(15,391)

Cash flows from investing activities

 

 

-

 

 

-

Cash flows from financing activities:

 

 

 

 

 

 

   Increase (decrease) in credit card liabilities

 

 

843

 

 

60

   Increase (decrease) in due to related parties

 

 

68,765

 

 

15,913

   Partial repayment of convertible promissory note

 

 

(2,500)

 

 

-

   Net cash provided by (used in)

 

 

 

 

 

 

      financing activities

 

 

67,108

 

 

15,973

Increase (decrease) in cash and

 

 

 

 

 

 

   cash equivalents

 

 

50,893

 

 

582

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

720

 

 

1,246

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

51,613

 

$

1,828

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

   Interest paid

 

$

942

 

$

1,608

 

 

 

 

 

 

 

   Income taxes paid

 

$

-

 

$

-






6






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash financing activity:

 

 

 

 

 

 

Assumption of liabilities by former officers and

controlling stockholders in connection with the change

in control transaction on December 8, 2010 (see Note

 7)

 

$

69,074

 

$

-

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

 




7



Alpha Lujo, Inc.

(formerly E Global Marketing Inc.)

Notes to Financial Statements

March 31, 2011

(Unaudited)



NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS


Alpha Lujo, Inc., formerly E Global Marketing Inc. (the “Company”), was incorporated in New York on September 7, 2006.  The Company marketed various retail merchandise online at www.vitaminsnmore.net, www.rsvpfragrances.com, and www.rsvpgiftbaskets.com. In April and May 2010, in order to cut costs, the Company suspended its online retail store operations at these websites pending additional working capital. On December 8, 2010, the Company ceased its online retail store operations coincident to a change in control transaction (see Note 7). As a result, the online retail store operations have been accounted for as discontinued operations in the financial statements.


On January 31, 2011, the Company changed its name to Alpha Lujo, Inc.


On March 30, 2011, the Company entered into a Stock Exchange Agreement with Alpha Lujo Electric Vehicle Pty Ltd (a State of Victoria Australia corporation operating as a development stage electric vehicle company) (“ALEVP”) and the shareholders of ALEVP whereby ALEVP shareholders have agreed to exchange their ALEVP shares for a total of 50,000,000 shares of our common stock, thereby making ALEVP a wholly owned subsidiary of the Company. The parties have agreed that the closing of the transaction will occur on or before May 31, 2011. The closing is subject to satisfaction of certain conditions by the parties (See Note 10).


NOTE 2 – INTERIM FINANCIAL STATEMENTS


The unaudited financial statements as of March 31, 2011 and for the three and nine months ended March 31, 2011 and 2010  have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q.  In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2011 and the results of operations and cash flows for the periods ended March 31, 2011 and 2010.  The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.  The results for the three and nine months ended March 31, 2010 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending June 30, 2011.  The balance sheet at June 30, 2010 has been derived from the audited financial statements at that date.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.  These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended June 30, 2010 as included in our report on Form 10-K.








8






NOTE 3 – GOING CONCERN UNCERTAINTY


The financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, as of March 31, 2011, the Company had negative working capital of $31,544. For the three months ended March 31, 2011, the Company had no revenues and a net loss of $1,028,044.  These factors create substantial doubt as to the Company’s ability to continue as a going concern.  The Company plans to improve its financial condition by obtaining new financing either by loans or sales of shares of its common stock.  Also, the Company plans to pursue acquisition prospects to attain profitable operations.  However, there is no assurance that the Company will be successful in accomplishing these objectives.  The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.


NOTE 4-CREDIT CARD LIABILITIES


The Company used credit cards to pay for various Company expenses.  The credit card liabilities bore interest at rates ranging up to 27% and were due in monthly installments of principal and interest. On December 8, 2010, the Company’s former officers and controlling stockholders assumed all the Company’s liabilities, including $11,325 of credit card liabilities, in connection with the change in control transaction (see Note 7).


NOTE 5 –DUE TO RELATED PARTIES


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due to related parties consist of:

 

 

 

 

 

 

 

 

March 31,

June 30,

 

 

 

 

2011

2010

Due to Alpha Wealth Financial Services Pty

 

 

 

 

Ltd (entity controlled by the Company’s chief executive officer), interest at 0%, due on demand

$

64,145

$

-

 

 

 

 

 

Due to former chief executive officer,  interest at 8.5%, due on demand

 

 

 

 

 

-

 

19,378

 

 

 

 

 

 

 

 

Due to former secretary, interest at 8.5%, due on demand

 

 

 

 

 

-

 

10,132

Total

 

 

 

$

64,145

$

29,510


On December 8, 2010, the Company’s former officers and controlling stockholders assumed all the Company’s liabilities, including $34,130 due to them, in connection with the change in control transaction (see Note 7).



NOTE 6- CONVERTIBLE PROMISSORY NOTE


On March 30, 2009, the Company delivered a $10,000 promissory note to an investor in exchange for $10,000 cash. The note was non-interest bearing, was due on September 30, 2010, and was convertible (in part or in whole) into shares of Company common stock at a conversion price of $0.10 per share. On


9



December 8, 2010, the Company’s former officers and controlling stockholders assumed all the Company’s liabilities, including the remaining $7,500 balance on the promissory note (which was subsequently satisfied), in connection with the change in control transaction (see Note 7).


On November 30, 2009, the Company issued 50,000 shares of common stock to the lender and the $1,250 fair value of the shares was charged to interest expense.



NOTE 7 – STOCKHOLDERS’ EQUITY


In September 2006, the Company issued 10,000,000 shares of its common stock to its former chief executive officer Patrick Giordano for $1,020 cash and services valued at $8,980 and 10,000,000 shares of its common stock to William Hayde for services valued at $10,000.

In May 2008, the Company sold a total of 624,000 shares of its common stock to 34 investors at a price of $0.025 per share or $15,600 total.  On March 19, 2009, the Securities and Exchange Commission declared effective the Company’s registration statement on Form S-1 to register for resale the 624,000 shares at the price of $0.05 per share until the shares were quoted on the OTC Bulletin Board and thereafter at prevailing market prices; the Company did not receive any proceeds from any sales of such shares by the selling stockholders.

In November 2008, the Company sold a total of 20,000 shares of its common stock to an investor at a price of $0.025 per share or $500 total.

On November 30, 2009, the Company issued 50,000 shares of common stock to the holder of a convertible promissory note (see Note 6).

On December 8, 2010, pursuant to a Stock Purchase Agreement dated November 23, 2010, the Company’s former officers and controlling stockholders sold a total of 20,000,000 shares of common stock, or approximately 96.6% of the 20,694,000 shares then outstanding, to six unaffiliated parties in a change in control transaction. In connection therewith the Company’s former officers and controlling stockholders agreed to assume all the Company’s then liabilities (a total of $69,074), which were subsequently satisfied.

On January 5, 2011, the Company committed to issue 300,000 shares of Company common stock to Network 1 Financial Securities, Inc. for services to be rendered in the three months ended March 31, 2011 pursuant to the consulting agreement discussed in Note 10. The Company recognized the $84,000 fair value of the 300,000 shares (using the $0.28 per share closing trading price of our common stock on January 5, 2011) as consulting fees expense in the three months ended March 31, 2011. The 300,000 shares were issued on April 5, 2011.

On January 15, 2011, the Company committed to issue a total of 1,250,000 shares of Company common stock to Rock Sand Management Limited for services to be rendered in the three months ended March 31, 2011 pursuant to the consulting agreement discussed in Note 10. The Company recognized the $562,500 fair value of the 1,250,000 shares (using the $0.45 per share closing trading price of our common stock on January 15, 2011) as consulting fees expense in the three months ended March 31, 2011. Of the 1,250,000 shares to be issued, 500,000 shares were issued on April 5, 2011.

On March 8, 2011, the Company committed to issue 1,000,000 shares of Company common stock to EastBridge Investment Group Corp. for services to be rendered pursuant to the consulting agreement discussed in Note 10. The Company recognized the $350,000 fair value of the 1,000,000 shares (using the $0.35 per share closing trading price of our common stock on March 8, 2011) as consulting fees expense in the three months ended March 31, 2011. The 1,000,000 shares were issued on April 5, 2011.


10







NOTE 8 - DISCONTINUED OPERATIONS

As discussed in Note 1, the Company ceased its online retail store operations on December 8, 2010. Accordingly, these operations have been presented as discontinued operations in the accompanying financial statements.


Loss from discontinued operations consisted of:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

Three Months Ended

 

Nine Months Ended

 

 

March 31,

 

March 31,

 

 

2011

 

2010

 

2011

 

2010

Operating revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales of tangible products

 

$

-

 

$

-

 

$

-

 

$

-

 

Commissions income

 

 

-

 

 

-

 

 

-

 

 

-

 

Total operating revenues

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of operating revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of tangible operating products sold

 

 

-

 

 

-

 

 

-

 

 

-

 

Total cost of operating revenues

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit (loss)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

-

 

 

3,149

 

 

11,139

 

 

15,324

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

-

 

 

(3,149)

 

 

(11,139)

 

 

(15,324)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income

 

 

-

 

 

2,307

 

 

-

 

 

2,307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

-

 

 

(1,210)

 

 

(2,278)

 

 

(2,765)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations

 

$

-

 

$

(2,052)

 

$

(13,417)

 

$

(15,782)

 

 

 

 

 

 

 

 

 

 

 

 

 





11



NOTE 9 – INCOME TAXES


No provisions for income taxes were recorded for the periods presented since the Company incurred losses in those periods.


Based on management‘s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the $117,738 net operating loss carryforwards as of March 31, 2011 will be realized.  Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at March 31, 2011.  The Company will continue to review this valuation allowance and make adjustments as appropriate.   The $117,738 net operating loss carryforwards expire $10,190 in 2027, $15,471 in 2028, $26,264 in 2029, $20,852 in 2030, and $44,961 in 2031.


Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income will be limited.



NOTE 10 – COMMITMENTS AND CONTINGENCIES


Consulting Agreements


On January 5, 2011, we executed an agreement with Network 1 Financial Securities, Inc. (“Network 1”) to act as our financial advisor for a term of one year. The agreement provides for compensation to Network 1 in the form of a total of 1,200,000 shares of Company common stock, of which 300,000 shares were payable upon signing of the agreement, and 300,000 shares payable on each of April 1, 2011, July 1, 2011, and October 1, 2011. The agreement may be terminated after 3 months by either party with 15 days prior written notice.   


On January 15, 2011, we entered into a Consulting Agreement with Rock Sand Management Limited (“Rock Sand”), (a  British Virgin Islands company beneficially owned by Ms. Serena Kao, a director of the company appointed February 23, 2011)  to perform specified consulting services for the Company for a term of 24 months. The agreement provides for compensation to Rock Sand in the form of up to a total of 12,000,000 shares of Company common stock, 500,000 shares payable every month commencing on the date of the agreement. The agreement may be terminated by the Company with prior written notice to Rock Sand, in which case Rock Sand will not be entitled to receive any additional shares other those issuable in respect of services provided up to the date of termination.


On March 8, 2011, we executed a Consulting Agreement with EastBridge Investment Group Corp.

(“EastBridge”) to perform specified consulting services to the Company for a term of 3 months commencing February 21, 2011. The agreement provides for compensation to EastBridge in the form of a total of 1,000,000 shares of Company common stock. The agreement may be terminated by the Company with prior written notice to EastBridge. The chief financial officer of the Company is also the chief financial officer of EastBridge.  


Stock Exchange Agreement with Alpha Lujo Electric Vehicle Pty Ltd


On March 30, 2011, the Company entered into a Stock Exchange Agreement with Alpha Lujo Electric Vehicle Pty Ltd (a State of Victoria Australia corporation operating as a development stage electric vehicle company) (“ALEVP”) and the shareholders of ALEVP whereby ALEVP shareholders have agreed to exchange their ALEVP shares for a total of 50,000,000 shares of our common stock, thereby making ALEVP a wholly owned subsidiary of the Company. The parties have agreed that the closing of the


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transaction will occur on or before May 31, 2011. The closing of the transaction is subject to satisfaction of certain conditions by the parties.


Pursuant to the Stock Exchange Agreement, the Board of Directors of the Company have approved a resolution authorizing the creation and issuance of 5,000,000 shares of Company preferred stock with voting rights of 50 votes (total of 250,000,000 voting rights) for each share issued to Ontex Holdings Limited in exchange for $50,000 cash, a transaction which has not yet occurred.


Alpha Wealth Financial Services Pty Ltd (“AWFSP”), which owned approximately 7.5% of our outstanding common stock at March 30, 2011, also owned approximately 40% of the common stock of ALEVP at March 30, 2011. Our chief executive officer William Tien is the managing member of AWFSP.   































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Item 2. Management's Discussion and Analysis and Plan of Operations.


As used in this Form 10-Q, references to the “Company,” “we,” “our” or “us” refer to Alpha Lujo, Inc. unless the context otherwise indicates.


Forward-Looking Statements


The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.


For a description of such risks and uncertainties refer to our Form 10-K filed with the Securities and Exchange Commission on October 12, 2010. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


General.


Business Overview


We were incorporated under the laws of the State of New York on September 7, 2006.  We were engaged in the marketing and selling of diversified consumer products and services. E Global Marketing intended to build a “family” of online retail stores utilizing fulfillment companies and drop shipping manufacturers.  In May of 2010, the Company suspended operations of its online retail stores located at www.vitaminsnmore.net, www.rsvpfragrances.com, and www.rsvpgiftbaskets.com. On December 8, 2010, in connection with a change of control of the Company, it ceased its prior operations (See Notes 1 and 8 to the unaudited financial statements included herein).


Results of Operations


Three Months Ended March 31, 2011 compared to Three Months ended March 31, 2010.


The Company had no revenues in 2011 and 2010.


Expenses (relating to continuing operations) increased $1,028,044 from $0 for the three month period in 2010 to $1,028,044 for the comparable period in 2011. The increase was due primarily to the $996,500 stock based consulting fees incurred in 2011 resulting from committed issuances of our common stock pursuant to consulting agreements executed with 3 service providers.


Net loss increased $1,025,992 from $2,052, or $(0.00) per share, for the three month period in 2010 to $1,028,044, or $(0.05) per share, for the comparable period in 2011.




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Nine Months Ended March 31, 2011 compared to Nine Months ended March 31, 2010.


The Company had no revenues in 2011 and 2010.


Expenses (relating to continuing operations) increased $1,028,044 from $0 for the nine month period in 2010 to $1,028,044 for the comparable period in 2011. The increase was due primarily to the $996,500 stock based consulting fees incurred in 2011 resulting from committed issuances of our common stock pursuant to consulting agreements executed with 3 service providers.


Net loss increased $1,025,679, from $15,782 or $(0.00) per share, for the nine month period in 2010 to $1,041,461, or $(0.05) per share, for the comparable period in 2011.



On December 8, 2010, the Company ceased its prior operations. As a result, the prior operations have been accounted for as discontinued operations. Loss from discontinued operations for the nine month periods ended March 31, 2011 and 2010 were $13,417 and $15,782, respectively.


Liquidity and Capital Resources.


As of March 31, 2011, the Company had a working capital deficit of $31,544, compared to a working capital deficit of $55,657 as of June 30, 2010. The increase in working capital is principally due to assumption of liabilities by the former officers and directors of the Company in connection with the change of control transaction which occurred on December 8, 2010.

The Company is aggressively exploring other business opportunities for purposes of effecting a business acquisition or combination.  In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity.  The Company’s projected cash expenditures for the next 12 months, absent a merger type transaction, is estimated to be $75,000, which are projected to be general and administrative expenses.  If the Company does enter into a merger type transaction, the projected cash expenditures will likely increase; however, the exact amount can not be predicted at this time.

The Company likely will need to raise additional capital pursuant to the private placement of its debt or equity. The Company can not predict whether it will be successful in raising additional capital, or whether it will be successful in effecting any form of business acquisition or combination. The private placement of its capital stock in capital raising transactions, or the issuance of capital stock in effecting any form of business acquisition or combination may result in significant dilution to existing shareholders. If the Company is unsuccessful in raising required funds, it will have a material adverse impact on the Company and its future business in general. Accordingly, the Company’s financial statements contain note disclosures describing the circumstances that lead to doubt over the ability of the Company to continue as a going concern. In its report on the consolidated financial statements for the year ended June 30, 2010, the Company’s independent registered accountants included an explanatory paragraph regarding the Company’s ability to continue as a going concern.  


Critical Accounting Policies


Use of Estimates. The preparation of these consolidated financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and


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assumptions related to stock-based compensation and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Stock-based Compensation. The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” using the fair value method. All transactions in which services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the equity instrument issued.


New Accounting Pronouncements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.



Item 4. Controls and Procedures.


Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officers have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

 

Changes in Internal Controls over Financial Reporting


There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



Part II OTHER INFORMATION


Item 6. Exhibits.

                                 Exhibit 31 – Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.

                                 Exhibit 32 – Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.



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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


ALPHA LUJO, INC.



Date: May 20, 2011

 

/s/William Tien

William Tien

President and Principal

Financial Officer



























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