10-Q 1 alpine_10q-063011.htm FORM 10-Q Unassociated Document
UNITED STATES
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 quarterly period ended June 30, 2011

OR

[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ...........to...............

Commission File Number 000-52926


ALPINE MANAGEMENT LIMITED
-------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
 
Delaware
 
83-0491742
(State or other jurisdiction
 
(I.R.S. Employer
of incorporation or organization)
 
Identification No.)

 
 PO Box 735, Alpine, New Jersey 07620
 
(Address of principal executive offices) (Zip Code)
 
 (917) 915-8857
 
(Registrant's telephone number, including area code)
 
 (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[   ]

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   o    No  o

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
             
Large accelerated filer
 
¨
  
Accelerated filer
 
¨
             
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
x
 
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).   Yes [X]   No[   ]

 
1

 
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [   ] No[   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: there were 12,145,572 shares outstanding as of July 22, 2011.


 
 
2

 
 
ALPINE MANAGEMENT LIMITED
(A Development Stage Company)
Index to Financial Statements


 
Page
   
Balance Sheets as of June 30, 2011 (Unaudited)
 
and December 31, 2010
F-2
   
Statements of Operations for the three and six months ended
 
June 30, 2011 and 2010 and for the period August 20,
 
2007 (date of inception) to June 30, 2011 (Unaudited)
F-3
   
Statements of Cash Flows for the six months ended
 
June 30, 2011 and 2010 and for the period August 20,
 
2007 (date of inception) to June 30, 2011 (Unaudited)
F-4
   
Notes to Financial Statements (Unaudited)
F-5 – F-9
 
 
F-1

 
 
PART I - FINANCIAL INFORMATION
 
Item 1.     Financial Statements
 
ALPINE MANAGEMENT LIMITED
 
(A Development Stage Company)
 
Balance Sheets
 
             
   
June 30,
   
December 31,
 
   
2011
   
2010
 
Assets
 
(Unaudited)
       
             
Current assets:
           
   Cash and cash equivalents
  $ 90     $ 4,700  
   Prepaid expenses
    356       356  
                 
      Total current assets
    446       5,056  
                 
Other assets
    -       -  
                 
Total assets
  $ 446     $ 5,056  
                 
Liabilities and Stockholders' Equity (Deficiency)
               
                 
Current liabilities:
               
   Accounts payable and accrued expenses
  $ 1,550     $ 430  
   Accrued consulting fees due related party
    360,000       300,000  
   Loans payable to related parties - current portion
    61,336       36,856  
                 
      Total current liabilities
    422,886       337,286  
                 
Loans payable to related parties
    16,423       33,903  
                 
   Total liabilities
    439,309       371,189  
                 
Stockholders' equity (deficiency):
               
Common stock, $.0001 par value; 50,000,000 shares
  authorized, 12,145,572  (2010: 12,145,572 ) shares
  issued and outstanding
    1,215       1,215  
   Additional paid-in capital
    12,395       12,395  
   Deficit accumulated during the development stage
    (452,473 )     (379,743 )
                 
      Total stockholders' equity (deficiency)
    (438,863 )     (366,133 )
                 
Total liabilities and stockholders' equity (deficiency)
  $ 446     $ 5,056  
 
 
See notes to financial statements.
 
 
F-2

 
 
ALPINE MANAGEMENT LIMITED
 
(A Development Stage Company)
 
Statements of Operations
 
(Unaudited)
 
                               
                           
Cumulative
                           
During the
 
                           
Development
                           
Stage
 
   
Three Months
 
Three Months
 
Six Months
   
Six Months
   
(August 20,
 
   
Ended
   
Ended
   
Ended
   
Ended
   
2007 to
 
   
June 30, 2011
 
June 30, 2010
 
June 30, 2011
 
June 30, 2010
 
June 30, 2011)
                               
Revenues
  $ -     $ -     $ -     $ -     $ -  
                                         
Expenses:
                                       
   Consulting fees to related party
    30,000       30,000       60,000       60,000       360,000  
   General and administrative
    2,298       2,281       12,730       9,231       92,473  
                                         
      Total expenses
    32,298       32,281       72,730       69,231       452,473  
                                         
Net loss
  $ (32,298 )   $ (32,281 )   $ (72,730 )   $ (69,231 )   $ (452,473 )
                                         
Net loss per common share, basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )        
                                         
Weighted average number of shares outstanding, basic and diluted
    12,145,572       12,145,572       12,145,572       12,145,572          
 
 
See notes to financial statements.
 
 
F-3

 
 
ALPINE MANAGEMENT LIMITED
 
(A Development Stage Company)
 
Statements of Cash Flows
 
(Unaudited)
 
                   
               
Cumulative
 
               
During the
 
               
Development
 
               
Stage
 
   
Six Months
   
Six Months
   
(August 20,
 
   
Ended
   
Ended
   
2007 to
 
   
June 30, 2011
   
June 30, 2010
   
June 30, 2011)
 
                   
Cash flows from operating activities:
                 
   Net loss
  $ (72,730 )   $ (69,231 )   $ (452,473 )
   Changes in operating assets and liabilities:
                       
      Prepaid expenses
    -       -       (356 )
      Accounts payable and accrued expenses
    1,120       (1,125 )     1,550  
      Accrued consulting fees due related party
    60,000       60,000       360,000  
                         
   Net cash used in operating activities
    (11,610 )     (10,356 )     (91,279 )
                         
Cash flows from investing activities
    -       -       -  
                         
Cash flows from financing activities:
                       
   Proceeds from sale of common stock
    -       -       3,610  
   Increase in loans from related parties
    7,000       9,178       77,759  
   Capital contributions
    -       -       10,000  
                         
   Net cash provided by  financing activities
    7,000       9,178       91,369  
 
                       
Net increase (decrease) in cash
    (4,610 )     (1,178 )     90  
                         
Cash and cash equivalents, beginning of period
    4,700       5,473       -  
 
                       
Cash and cash equivalents, end of period
  $ 90     $ 4,295     $ 90  
                         
Supplemental disclosures of cash flow information:
                 
   Interest paid
  $ -     $ -     $ -  
                         
   Income taxes paid
  $ -     $ -     $ -  
 
 
See notes to financial statements.
 
 
F-4

 
 
ALPINE MANAGEMENT LIMITED
(A Development Stage Company)
Notes to Financial Statements
For the Three and Six Months Ended June 30, 2011 and 2010
and for the Period August 20, 2007 (Inception) to June 30, 2011
(Unaudited)

NOTE 1 – INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of June 30, 2011 and for the three and six months ended June 30, 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 June 30, 2011 and the results of operations and cash flows for the three and six months ended June 30, 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 six months period ended June 30, 2011 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2011.  The balance sheet at December 31, 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 December 31, 2010 as included in our report on Form 10-K.


NOTE 2 – ORGANIZATION

Alpine Management Limited (the “Company”) was incorporated in the State of Delaware on August 20, 2007.  The Company has no products or services; the Company is seeking a business to merge with or acquire.


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation – The Company has been presented as a “development stage enterprise” in accordance with Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. The Company has not commenced planned principal operations.  Since inception, the Company’s activities have been limited to organizational efforts, obtaining initial financing, and making filings with the Securities and Exchange Commission.


 
 
 
F-5

 
 
ALPINE MANAGEMENT LIMITED
(A Development Stage Company)
Notes to Financial Statements
For the Three and Six Months Ended June 30, 2011 and 2010
and for the Period August 20, 2007 (Inception) to June 30, 2011
(Unaudited)


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

At June 30, 2011, the Company had negative working capital of $422,440 and stockholders’ deficiency of $438,863.  For the period August 20, 2007 (inception) to June 30, 2011, the Company incurred a net loss of $452,473.  These factors create substantial doubt as to the Company’s ability to continue as a going concern.  The Company is making efforts to acquire a business with assets and operations.  However, there is no assurance that the Company will be successful in accomplishing this objective.  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 – ACCRUED CONSULTING FEES DUE RELATED PARTY

On July 1, 2008, the Company entered into a consulting services agreement with a company (the “First Stockholder”) controlled by the Company’s chief executive officer. Under the agreement, the First Stockholder is to be paid a consulting fee of $10,000 per month to serve as the Company’s chief executive officer and president, find suitable acquisition targets and make required filings with the SEC.  As of June 30, 2011, total accrued consulting fees due related party were $360,000.
 
 
F-6

 
 
ALPINE MANAGEMENT LIMITED
(A Development Stage Company)
Notes to Financial Statements
For the Three and Six Months Ended June 30, 2011 and 2010
and for the Period August 20, 2007 (Inception) to June 30, 2011
(Unaudited)

NOTE 5 – LOANS PAYABLE TO RELATED PARTIES

Loans payable to related parties consist of:
   
June 30, 
2011
   
December 31,
2010
 
             
Due to First Stockholder, interest at 0%, due on demand
  $ 14,190     $ 14,190  
Due to an unrelated individual (the “Second Stockholder”),
     interest at 0%, due on demand
    22,666       22,666  
Due to First Stockholder, interest at 0%:
     -due February 23, 2012
     5,305        5,305  
     -due April 1, 2012
    4,000       4,000  
     -due May 20, 2012
    15,175       15,175  
     -due April 8, 2013
    4,811       4,811  
     -due December 1, 2013
    4,612       4,612  
     -due March 25, 2014
    4,000       -  
     -due April 11, 2014
    3,000       -  
                 
Total
    77,759       70,759  
Less: current portion
    (61,336 )     (36,856 )
                 
Noncurrent portion
  $ 16,423     $ 33,903  

The First and Second Stockholder each own approximately 41% of the Company’s issued and outstanding shares of common stock at June 30, 2011.  The loans are non-interest bearing, and are due on demand.

NOTE 6 – STOCKHOLDERS’ EQUITY

In August 2007, the Company sold 5,000,000 shares of its common stock at a price of $.0001 per share, or $500 total, to the First Stockholder.  For the period August 2007 to December 2007, the First Stockholder made additional capital contributions to the Company of $500.

In August 2007, the Company sold 5,000,000 shares of its common stock at a price of $.0001 per share, or $500 total to the Second Stockholder.  In September 2007, the Second Stockholder made additional contributions to the Company of $9,500.

 In August 2007, the Company sold a total of 4,000 shares of its common stock at a price of $.50 per share, or $2,000 total, to 20 unrelated individuals.
 
 
F-7

 
 
ALPINE MANAGEMENT LIMITED
(A Development Stage Company)
Notes to Financial Statements
For the Three and Six Months Ended June 30, 2011 and 2010
and for the Period August 20, 2007 (Inception) to June 30, 2011
(Unaudited)


NOTE 6 – STOCKHOLDERS’ EQUITY (continued)

In June 2008, the Company sold 525,418 shares of its common stock at a price of $.0001 per share, or $53 total, to its law firm.

In February 2009, the Company sold 525,418 shares of its common stock at a price of $.0001 per share, or $53 total, to an unrelated company.

In February 2009, the Company sold 525,418 shares of its common stock at a price of $.0001 per share, or $52 total, to an unrelated company.

In June 2009, the Company sold a total of 39,900 shares of its common stock at a price of $.01 per share, or $399 total, to 399 unrelated individuals.

In October 2009, the Company sold 525,418 shares of its common stock at a price of $.0001 per share, or $53 total, to an unrelated company.

 
NOTE 7 – INCOME TAXES

No provisions for income taxes have been recorded since the Company has incurred net losses since inception.

At June 30, 2011, deferred tax assets consist of:
 
 
 Net operating loss carryforward   $ 31,441  
 Less valuation allowance     (31,441 )
         
 Net   $  
                                                                                                                                                          
Based on management‘s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $31,441 attributable to the future utilization of the $92,473 net operating loss carryforward as of June 30, 2011 will be realized.  Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at June 30, 2011.  The Company will continue to review this valuation allowance and make adjustments as appropriate.  The net operating loss carryforward of $92,473 expires in years 2027, 2028, 2029, 2030 and 2031 in the amounts of $19,998, $26,343, $18,790, $14,612 and $12,730, respectively.
 
 
F-8

 
 
ALPINE MANAGEMENT LIMITED
(A Development Stage Company)
Notes to Financial Statements
For the Three and Six Months Ended June 30, 2011 and 2010
and for the Period August 20, 2007 (Inception) to June 30, 2011
(Unaudited)


NOTE 7 – INCOME TAXES (continued)

Current 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 may be limited.

 
 
F-9

 
 
Item  2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

The Company was originally incorporated on August 20, 2007 under the laws of the State of Delaware.  The Company was initially formed as a "blank check" entity for the purpose of seeking a merger, acquisition or other business combination transaction with a privately owned entity seeking to become a publicly-owned entity.

The Company's current principal business activity is to seek a suitable reverse acquisition candidate through acquisition, merger or other suitable business combination method.

It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity.  However, there is no legal obligation for either management or significant stockholders to provide additional future funding.  Should this pledge fail to provide financing, the Company has not identified any alternative sources.  Consequently, there is substantial doubt about the Company's ability to continue as a going concern.

The Company's need for capital may change dramatically as a result of any business acquisition or combination transaction.  There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future.  Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.

The Company's current purpose is to seek, investigate and, if such investigation warrants, merge or acquire an interest in business opportunities presented to it by persons or companies who or which desire to seek the perceived advantages of a corporation with a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  As of the date of this Quarterly Report on Form 10-Q, the Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition, and neither the Company's sole officer and director nor any promoter and affiliate has engaged in any negotiations with any representatives of the owners of any business or company regarding the possibility of a merger or acquisition between the Company and such other company.

 
Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue.  Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated.  In that event, the Company's common stock will become worthless and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution.
 
 
3

 
 
MANAGEMENT

The Company is in the development stage and currently has no full-time employees.  Mr. James Hahn is the Company's sole officer and director.  All references herein to management of the Company are to Mr. Hahn. Mr. Hahn, as President of the Company, has agreed to allocate a limited portion of his time to the activities of the Company without compensation.  Potential conflicts may arise with respect to the limited time commitment by Mr. Hahn and the potential demands of the Company's activities.

The amount of time spent by Mr. Hahn on the activities of the Company is not predictable. Such time may vary widely from an extensive amount when reviewing a target company to an essentially quiet time when activities of management focus elsewhere, or some amount in between.  It is impossible to predict with any precision the exact amount of time Mr. Hahn will actually be required to spend to locate a suitable target company.  Mr. Hahn estimates that the business plan of the Company can be implemented by devoting less than 5 hours per month but such figure cannot be stated with precision.

SEARCH FOR BUSINESS OPPORTUNITIES

The Company's search will be directed toward small and medium-sized enterprises, which have a desire to become reporting corporations and which are able to provide audited financial statements.  The Company does not propose to restrict its search for investment opportunities to any particular geographical area or industry, and may, therefore, engage in essentially any business, to the extent of its limited resources.  The Company's discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.  No assurance can be given that the Company will be successful in finding or acquiring a desirable business opportunity, and no assurance can be given that any acquisition, which does occur, will be on terms that are favorable to the Company or its current stockholders.
 
The Company may merge with a company that has retained one or more consultants or outside advisors.  In that situation, the Company expects that the business opportunity will compensate the consultant or outside advisor.  As of the date of this filing, there have been no discussions, agreements or understandings with any party regarding the possibility of a merger or acquisition between the Company and such other company.  Consequently, the Company is unable to predict how the amount of such compensation would be calculated at this time.  It is anticipated that any finder that the target company retains would be a registered broker-dealer.

The Company will not restrict its search to any specific kind of firm, but may acquire a venture, which is in its preliminary or development stage, one which is already in operation, or in a more mature stage of its corporate existence.  The acquired business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.  The Company does not intend to obtain funds to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated the merger or acquisition transaction. There are no loan arrangements or arrangements for any financing whatsoever relating to any business opportunities.

EVALUATION OF BUSINESS OPPORTUNITIES

The analysis of business opportunities will be under the supervision of the Company's sole officer and director, who is not a professional business analyst.  In analyzing prospective business opportunities, management will consider such matters as available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable, but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors.  In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of a variety of factors, including, but not limited to, the possible need to expand substantially, shift marketing approaches, change product emphasis, change or substantially augment management, raise capital and the like.  Management intends to meet personally with management and key personnel of the target business entity as part of its investigation.  To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors.  Prior to making a decision to participate in a business opportunity, the Company will generally request that it be provided with written materials regarding the business opportunity containing as much relevant information as possible, including, but not limited to, such items as a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during the relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if they are not available at that time, unaudited financial statements, together with reasonable assurance that audited  financial  statements would be able to be produced within a required period of time; and the like.
 
 
4

 
 
Under the Exchange Act, any merger or acquisition candidate will become subject to the same reporting requirements of the Exchange Act as the Company following consummation of any merger or acquisition.  Thus, in the event the Company successfully completes the acquisition of or merger with an operating business entity, that business entity must provide audited financial statements for at least two most recent fiscal years or, in the event the business entity has been in business for less than two years, audited financial statements will be required from the period of inception.  Acquisition candidates that do not have or are unable to obtain the required audited statements may not be considered appropriate for acquisition.  The Company will not acquire or merge with any entity which cannot provide audited financial statements at or within a required period of time after closing of the proposed transaction.  The audited financial statements of the acquired company must be furnished within 75 days following the effective date of a business combination.

When a non-reporting company becomes the successor of a reporting company by merger, consolidation, exchange of securities, and acquisition of assets or otherwise, the successor company is required to provide in a Current Report on Form 8-K the same kind of information that would appear in a Registration Statement or an Annual Report on Form 10-K, including audited and pro forma financial statements.  The Securities and Exchange Commission (the “Commission”) treats these Form 8-K filings in the same way it treats the Registration Statements on Form 10 filings. The Commission subjects them to its standards of review selection, and the Commission may issue substantive comments on the sufficiency of the disclosures represented.  If the Company enters into a business combination with a non-reporting company, such non-reporting company will not receive reporting status until the Commission has determined that it will not review the 8-K filing or all of the comments have been cleared by the Commission.

Management believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive.  These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current stockholders, acquisition candidates which have long-term plans for raising capital through public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the  possibility of development of a public market for their securities will be of assistance in that process.  Acquisition candidates, who have a need for an immediate cash infusion, are not likely to find a potential business combination with the Company to be an attractive alternative.  Nevertheless, the Company has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.  The Company is unable to predict when it may participate in a business opportunity.  It expects, however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more.  There can also be no assurances that we are able to successfully pursue a business opportunity.  In that event, there is a substantial risk to the Company that failure to complete a business combination will significantly restrict its business operation and force management to cease operations and liquidate the Company.

ACQUISITION OF A BUSINESS OPPORTUNITY

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another entity.  It may also acquire stock or assets of an existing business.  In connection with a merger or acquisition, it is highly likely that an amount of stock constituting control of the Company would either be issued by the Company or be purchased from the current principal stockholder of the Company by the acquiring entity or its affiliates, and accordingly, the shareholders of the target company, typically, become the majority of the shareholders of the combined company, the board of directors and officers of the target company become the new board and officers of the combined company and often the name of the target company becomes the name of the combined company.

There are currently no arrangements that would result in a change of control of the Company.  It is anticipated that any securities issued as a result of consummation of a business combination will be issued in reliance upon one or more exemptions from registration under applicable federal and state securities laws to the extent that such exemptions are available.  In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.  If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination and the Company is no longer considered a dormant shell company.  Until such time as this occurs, the Company will not attempt to register any additional securities.

The issuance of substantial additional securities and their potential sale into any trading market may have a depressive effect on the market value of the Company's securities in the future if such a market develops, of which there is no assurance.  There have been no plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities.  While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a "tax-free" reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
 
In order to obtain tax-free treatment, it may be necessary for the owners of the surviving entity to own 80% or more of the voting stock of the surviving entity.  In this event, the shareholders of the Company would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.  However, treatment as a tax-free reorganization will not be a condition of any future business combination and if it is not the case, the Company will not obtain an opinion of counsel that the reorganization will be tax free.  With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of the Company which the target company shareholders would acquire in exchange for all of their shareholdings in the target company.  Depending upon, among other things, the target company's assets and liabilities, the Company's stockholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition.  The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets.
 
 
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Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's stockholders at such time.  The Company will participate in a business opportunity only after the negotiation and execution of appropriate agreements.  Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, and will include miscellaneous other terms. It is anticipated that the Company will not be able to diversify, but will essentially be limited to the acquisition of one business opportunity because of the Company's limited financing.  This lack of diversification will not permit the Company to offset potential losses from one business opportunity against profits from another, and should be considered an adverse factor affecting any decision to purchase the Company's securities.  There are no present plans, proposals, arrangements or understandings to offer the shares of the post-merger companies to third parties if any mergers occur, and there is no marketing plan to distribute the shares of the post-merger companies to third parties.  Mr. Hahn has not had any preliminarily contact, agreements or understandings with anyone to help sell these shares.

The Company intends to carry out its business plan as discussed herein.  In order to do so, the Company needs to pay ongoing expenses, including particularly legal and accounting fees incurred in conjunction with preparation and filing of this registration statement, and in conjunction with future compliance with its on-going reporting obligations.

The Company does not intend to make any loans to any prospective merger or acquisition candidates or unaffiliated third parties.  The Company has adopted a policy that it will not seek an acquisition or merger with any entity in which the Company's officer, director, and controlling stockholders or any affiliate or associate serves as an officer or director or holds any ownership interest.

RESULTS OF OPERATIONS

The Company generated no revenue during the second quarter of year 2011. For a comparison, during the first quarter of year 2010, the Company had no revenue as well.

However, a total of $32,298 of operating expenses were incurred during the three months ended June 30, 2011. This compares to $32,281 in expenses during the three months period ended June 30, 2010. The primary reason for the increase in operating expenses was the increase in the amount under general and administrative expense line item. General and administrative expenses for the three months period ended June 30, 2011 were $2,298. This compares to $2,281 in expenses during the second quarter of year 2010.  Of the total $32,298 operating expenses incurred during the second quarter of 2011, $30,000 was incurred as consulting fees to Alpine Venture Associates, LLC, which is controlled by James Hahn, our Chief Executive Officer and President. These consulting fees remain the same compared to the consulting fees incurred for the three months period ended June 30, 2010. As of June 30, 2011, total accrued consulting fees due Alpine Venture Associates, LLC were $360,000.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2011 we had $90 in cash compared to $4,700 as of December 31, 2010.
 
It is the belief of management that sufficient working capital necessary to support and preserve the integrity of the Company will be present.  However, there is no legal obligation for either management or significant stockholders to provide additional future funding.  Should this pledge fail to provide financing, the Company has not identified any alternative sources.  Consequently, there is substantial doubt about the Company's ability to continue as a going concern.

The Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities.

The Company's need for capital may change dramatically as a result of any business acquisition or combination transaction.  There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future.  Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.

Regardless of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.  

CRITICAL ACCOUNTING POLICIES
 
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
 
 
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Our significant accounting policies are summarized in Note 3 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
 
OFF-BALANCE SHEET ARRANGEMENT

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.     Controls and Procedures

(a)    Disclosure Controls and Procedures.

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in the Company’s reports to the Commission is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the period covered by this report, the Company’s disclosure controls and procedures are effective at these reasonable assurance levels.

 
Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. There is no assurance that our disclosure controls or our internal controls over financial reporting can prevent all errors. An internal control system, no matter how well designed and operated, has inherent limitations, including the possibility of human error. Because of the inherent limitations in a cost-effective control system, misstatements due to error may occur and not be detected. We monitor our disclosure controls and internal controls and make modifications as necessary. Our intent in this regard is that our disclosure controls and our internal controls will improve as systems change and conditions warrant.

(b)    Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2011, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.
 
 
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Item 6.     Exhibits
 
EXHIBIT
NUMBER
 
DESCRIPTION
     
      31.1
 
Certification pursuant to Exchange Act Rules 13a-15(e) and
   
15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley
   
Act of 2002;
     
     
      32.1
 
Certification pursuant to 18 U.S.C. 1350.

 
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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.
 
 
Alpine Management Limited
 
 
 (Registrant)
 
       
Date: July 22, 2011
By:
/s/ James Hahn
 
   
James Hahn
 
   
Chief Executive Officer and President
(principal executive officer) & Chief Financial
Officer (principal financial officer and
principal accounting officer)