10-Q 1 eps8280.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2018

 

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 No. 000-54126

 

ALPHA NETWORK ALLIANCE VENTURES INC.

(Exact name of registrant as specified in its charter)

 

Delaware 45-1649826
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

11801 Pierce St., 2nd Floor
Riverside, California 92505

(Address of principal executive offices, zip code)

 

(888) 770-5084

(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 issuer (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     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     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.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one):

 

Large accelerated filer  Accelerated filer  Non-accelerated filer  Smaller reporting company 

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):   Yes     No 

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of September 30, 2018, there were 113,405,751 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 

 

ALPHA NETWORK ALLIANCE VENTURES INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30 , 2018

 

INDEX

 

Index       Page
         
Part I. Financial Information    
  Item 1. Financial Statements    
         
    Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017.   1
         
    Statements of Operations (Unaudited) for the nine months ended September 30, 2018 and 2017.   2
         
    Statements of Cash Flows (Unaudited) for the nine months  ended September 30, 2018 and for the year 2017.   3
         
    Notes to Financial Statements (Unaudited).   4
         
 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.   7
         
  Item 3. Quantitative and Qualitative Disclosures About Market Risk.   10
         
  Item 4. Controls and Procedures.   10
         
Part II. Other Information    
  Item 1. Legal Proceedings.   11
         
  Item 1A. Risk Factors.   11
         
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.   11
         
  Item 3. Defaults Upon Senior Securities.   11
         
  Item 4. Mine Safety Disclosures.   11
         
  Item 5. Other Information.   11
         
  Item 6. Exhibits.   12
         
Signatures   13

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q of Alpha Network Alliance Ventures Inc., a Delaware corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of housing prices, the possibility that we will not receive sufficient customers to grow our business, the Company’s need for and ability to obtain additional financing, the exercise of the approximately 69% control the Company’s sole officer and director holds of the Company’s voting securities, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

 

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM   1.   FINANCIAL STATEMENTS.

 

ALPHA NETWORK ALLIANCE VENTURES, INC.

A Development Stage Company

Balance Sheets

 

   September 30,   December 31, 
   2018   2017 
   Unaudited   Audited 
ASSETS          
  Current assets:          
    Cash  $2,817   $2,068 
    Accounts receivable   109,432    41,557 
      Total current assets   112,249    43,625 
           
     Property and equipment, net   5,370    10,089 
           
           
      Total assets  $117,619   $53,714 
           
LIABILITIES          
  Current liabilities:          
     Accrued taxes payable          
     Related Party:          
         Advances from related party   1,073,300    857,421 
         Accounts payable   14,247    37,559 
         Accrued compensation   1,700,000    1,250,000 
      Total current liabilities   2,787,547    2,144,980 
           
      Total liabilities   2,787,547    2,144,980 
           
STOCKHOLDERS' DEFICIT          
  Common stock, $.0001 par value, 8,000,000,000 shares authorized,          
   113,405,751 and 113,405,751 shares issued and outstanding, respectively   11,341    11,341 
  Capital in excess of par value   903,664    903,664 
  Deficit accumulated during the development stage   (3,584,933)   (3,006,271)
      Total stockholders' deficit   (2,669,928)   (2,091,266)
      Total liabilities and stockholders' deficit  $117,619   $53,714 

 

1 

 

 

ALPHA NETWORK ALLIANCE VENTURES, INC.

A Development Stage Company

Statements of Operations

Unaudited

 

   Three months   Three months   Nine months   Nine months 
   ended   ended   ended   ended 
   September 30,   September 30,   September 30,   September 30, 
   2018   2017   2018   2017 
                 
Revenue  $51,893   $3,515   $101,567   $10,938 
                     
Cost of revenue   35,193    2,704    70,699    8,389 
                     
Gross profit   16,700    811    30,868    2,549 
                     
General and Administrative expneses:                    
     Marketing expenses       15    325    314 
     Wages   158,940    81,500    465,240    251,515 
     Rent   442    472    854    1,086 
     Travel   28,631    9,026    60,802    23,474 
     Professional   4,391    5,276    8,141    16,675 
     Office supplies   410    2    1,798    16 
     Computer and internet   9,933    5,324    16,798    9,523 
     Other general and adminstrative expenses   20,986    12,853    55,572    32,984 
    Total operating expenses   223,733    114,468    609,530    335,587 
    (Loss) from operations   (207,033)   (113,657)   (578,662)   (333,038)
Other comprehensive  income/(loss)                  
Comprehensive loss  $(207,033)  $(113,657)  $(578,662)  $(333,038)
                     
Basic earnings/(loss) per common share  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average number of shares outstanding   113,405,751    113,405,751    113,405,751    113,405,751 

 

2 

 

 

ALPHA NETWORK ALLIANCE VENTURES, INC.

A Development Stage Company

Statements of Cash Flows

Unaudited

 

   Nine months   Nine months 
   ended   ended 
   September 30,   September 30, 
   2017   2017 
         
 Cash flows from operating activities:          
  Net loss  $(578,662)  $(333,038)
           
 Adjustments to reconcile net (loss) to cash          
   provided (used) by developmental stage activities:          
      Depreciation   4,719    4,719 
   Change in current assets and liabilities:          
      Accounts receivable   (67,875)   35,173 
      Accounts payable   (23,312)    
      Accrued wages   450,000    225,000 
         Net cash used from operating activities   (215,130)   (68,146)
           
           
 Cash flows from financing activities:          
       Related party transaction   215,879    59,145 
         Net cash flows provided from financing activities   215,879    59,145 
 Net cash flows   749    (9,001)
           
 Cash and equivalents, beginning of period   2,068    10,833 
 Cash and equivalents, end of period  $2,817   $1,832 
          
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:          
     Interest  $   $ 
     Income taxes  $   $ 

 

 

3 

 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

 

September 30, 2018

 

Note 1 - Summary of Significant Accounting Policies:

 

The Company was originally organized in the State of Delaware on March 24, 2011 as Daedalus Ventures, Inc.

 

In December 2011 the Company completed a merger with Alpha Network Alliance Ventures Inc. Immediately upon the completion of the merger, the Company changed its name to Alpha Network Alliance Ventures Inc.

 

The Company is focused on building and operating a social networking software application and other internet driven applications. The Company builds Social Network Marketing tools that enable buyers, sellers, users to connect, share, discover and communicate with each other. The software application also allows its users to post reviews and share shopping and fashion tips and opinions or to integrate their 3rd party websites or shopping store sites. It also offers products that enable companies, advertisers and marketers to engage with its users using a Social Network Marketing campaign and Social Medial Marketing campaign platform to boost the sales and membership for every affiliate who wants to participate.

 

The Company’s market is mostly Overseas Contract Workers (OCW) and majority is from the Philippines. The Company decided that it’s appropriate to sell our KababayanKo.com Premium Packages membership with products included to be more attractive and lucrative to every affiliate who buys and upgrades to Premium Packages Membership, and as a result of the promotion they can also purchase the products inside Kababayanko.com Market Place if they want it more.

 

During 2014, The Company also moved its primary operations to the Philippines.  The purpose of this move was to better centrally locate to its primary market.  Additionally, the Company plans to recognize lower costs and better distribution.

 

Recognizing the efficiency and cost effectivity of its operations in the Philippines, the company appointed an independent distributor that will primarily handle the distribution of its product in the Philippines. As a result of this, during 2015, the company has moved its primary operations back in the California, United States.

 

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s market penetration before another company develops a similar product.

 

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” The Company has adopted the new provision of FASB ASC 915-275 and is not reporting inception to date activities as previously required.

 

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the nine months ended September 30, 2018 and for the year ended December 31, 2017.

 

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

4 

 

 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

 

September 30, 2018

 

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2018 and December 31, 2017.

 

Fair value of financial instruments and derivative financial instruments

The Company’s financial instruments include cash, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2018 and December 31, 2017. The Company did not engage in any transaction involving derivative instruments.

 

Inventory

Inventory is recorded at the lower of cost or market and is computed on a first-in first-out basis. The inventory consists of weight loss products, energy and performance solutions products and healthy aging solution products.

 

Property and Equipment 

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Office and general equipment are depreciated over useful lives of 10 years and leasehold improvements are depreciated shorter of term lease and useful life of 20 years. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

 

Federal income taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted Accounting Standards Codification 740.10.05 “Accounting for Income Taxes” as of its inception. Pursuant to Accounting Standards Codification 740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward to future years. The U. S. Tax Act known as Tax Cuts and Jobs Act (the “2017 Act”) signed on December 22, 2017 may have changed the consequences to U. S. shareholders that own, or are considered to own, as a result of the attribution rules, 10% or more of the voting power or value of a non-U. S. corporation ( a “10% U.S. shareholder) under the U.S. Federal income tax law applicable to owners of U.S. controlled foreign corporations (“CFCs”). We did not believe any of our shareholders, or our subsidiaries were CFCs, and there will be no such impact for 2017 Act for the nine months ended September 30, 2018 and for year ended December 31, 2017.

 

Net income per share of common stock

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

 

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions.  As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

 

5 

 

 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

 

September 30, 2018

 

Research and Development

Costs for research and development, including predevelopment efforts prior to establishing technological feasibility of software expected to be marketed, are expensed as incurred. Development costs are capitalized when technological feasibility has been established and anticipated future revenues support the recoverability of the capitalized amounts. Capitalization stops when the product is available for general release to customers. The Company has not capitalized any software development, and has expensed these costs as incurred. These costs are included in research and development expense.

 

Revenue Recognition:

The company recognizes revenues when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those good or services. The company generates wholesale revenues primarily from sale of products to retailers or distributors who are mostly Overseas Contract Workers (OCW) and majority is from the Philippines. The company typically extend credit terms to its wholesale customers based on their creditworthiness and generally do not receive advance payments. As such, we record accounts receivable at the time of shipment, when our right to the consideration becomes unconditional. Accounts receivable from our wholesale customers are typically due within 30 to 60 days of invoicing. An allowance for doubtful accounts is provided based on a periodic analysis of individual accounts balances, including an evaluation of days outstanding, payment history, recent payment trends, and the company’s assessment of its customers’ creditworthiness, As of September 30, 2018 and December 31, 2017, no allowance for doubtful accounts has been provided.

 

Recently Issued Accounting Pronouncements:

For nine months ended September 30, 2018 and for the year ended December 31, 2017, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

 

Note 2 - Uncertainty, going concern:

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of September 30, 2018, the Company had an accumulated deficit of $2,669,928. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

6 

 

 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

 

September 30, 2018

 

Note 3 – Property and Equipment, net

 

Property and equipment at year-end consisted of:

 

   September 30,   December 31, 
   2018   2017 
         
Transportation Equipment  $44,132   $44,132 
Less: Accumulated Depreciation   38,762    34,043 
Property and equipment, net  $5,370   $10,089 

 

The Company recorded depreciation expense of $4,719 and $6,292 for the nine month ended September 30, 2018 and for the year ended December 31, 2017, respectively.

 

Note 4 - Related Party Transactions:

 

Due to related parties included in the balance sheets as of September 30, 2018 and December 31, 2017 were loans from the Company’s director and CEO, Mr. Eleazar Rivera. He has lent the Company noninterest bearing amounts of $1,073,300 and $857,421 as of September 30, 2018 and December 31, 2017, respectively. Of this amount, $773,300 is designated as advances from stockholders, while $300,000 is designated as deposit for future share subscriptions. No subscribed shares are outstanding that cannot be legally issued until paid for. These advances are unsecured and there are no terms for repayment.

 

Note 5 - Common Stock:

 

Since inception, the Company has issued 108,531,251shares of stock for $169,567 cash.

 

During the year ended December 31, 2012, the Company issued for cash 158,500 shares of stock for $18,750

 

During the year ended December 31, 2013, the Company issued for cash 205,868 shares of stock for $30,800. Additionally, the Company received $43,887 cash for 277,366 unissued shares of common stock. These shares were issued in the first quarter 2014.

 

The Company had the following stock transactions for the year ended December 31, 2014:

 

The Company issued 277,366 shares of stock for the funds received and recorded as a stock subscription for the period ending December 31, 2013.

 

The Company issued 514,317 shares of stock for 78,332 cash.

 

The company had no new shares issued for the nine months ended September 30, 2018 and for the years 2017, 2016 and 2015.

 

 

7 

 

 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

 

September 30, 2018

 

Note 6 – Employment Contract

 

On November 24, 2014, the Company entered into an employment agreement with its Chief Executive Officer and majority shareholder for a (5) five year employment agreement.   This contract renews on an annual basis following the (5) year term and can be canceled by the Company or the employee.

 

On December 1, 2017, another employment agreement, with the same terms and conditions, was entered into by the company with its Chairman of the board.

 

The balance of this accrued compensation as of September 30, 2018 was $1,700,000. The balance at December 31, 2017 was $1,250,000.

 

Note 7 - Subsequent Events

 

Alpha’s management has evaluated events occurring between December 31, 2017 and November 19, 2018, which is the date of the financial statements were available to be issued, and has recognized in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at August 17, 2018, including the estimates inherent in the processing of the financial statements.

 

On April 4, 2018, the company filed with the Securities and Exchange Commission a registration statement (Form S-1) under the Securities Act of 1933 to register securities for initial public offering of 100,000,000 shares of common stock at a fixed price $0.45 per share and 10,000,000 shares of common stock offered by selling stockholders at an initial price of $0.45 and may eventually be offered at prevailing market prices or privately negotiated prices. The offering is being conducted on a self-underwritten, best effort basis, which means that management, will attempt to sell the shares. The common stock offered by the selling stockholders will not be sold until the company sells all of the 100,000,000 sales in its offering.

 

Any funds that will be raised from the offering of 100,000,000 common shares shall be immediately available for use as follows:

 

Product Development 10%
Infrastructure 10%
Executive salaries 10%
Staff salaries 20%
Expansion to 10 countries 20%
Inventory for 6 months allocations 25%
Legal and accounting 2%
Transfer agent, contingencies and other expenses 3%
   
Total 100%

 

The offering price of the 100,000,000 shares being offered has been determined arbitrarily by the management. The price does not bear any relationship to the company’s assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, the company took into consideration its cash on hand and the amount of money that would need to implement its business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities. The will not receive any of the proceeds from the sale of the 10,000,000 common shares being offered for sale by the selling stockholders, which 10,000,000 shares of our common stock may be offered and sold from time to time by the selling stockholders. The selling shareholders will sell our shares at prevailing market prices or privately negotiated prices.

 

8 

 

 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

 

September 30, 2018

 

The common shares being offered for resale by the 2 selling stockholders consist 5,000,000 of our common stock, $0.0001 par value. The following table sets forth the shares beneficially owned, as of the date of the prospectus, by the selling stockholders prior to the offering by existing stockholders contemplated by this prospectus, the number of shares each selling stockholder is offering by this prospectus and the number of shares which each would own beneficially if all such offered shares are sold.

 

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages below are calculated based on 113,405,751 shares of our common stock issued and outstanding as of the date of the prospectus. The company does not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. None of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.

 

Name of selling shareholder   Shares owned 
before offering
  Total No. 
of shares 
to be offered
  Total shares owned 
after offering
  Percentage of 
shares owned 
after offering
                 
Eleazar Rivera   50,543,020   5,000,000   45,543,020   21.34%
                 
Ronnie Tan   51,418,000   5,000,000   46,418,000   21.75%
                 
Total   101,961,020   10,000,000   91,961,020   43.09%

 

9 

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following information should be read in conjunction with (i) the consolidated financial statements of Alpha Network Alliance Ventures Inc., a Delaware corporation and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2017 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K (File No. 000-54126), as filed with the SEC on April 24, 2018.  Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

 

OVERVIEW

 

Alpha Network Alliance Ventures Inc. is a development stage company. We were incorporated under the laws of the State of Delaware on August 12, 2010, and are engaged in the development of a social networking website, www.kababayanko.com, for overseas workers from the Philippines and others who share or are interested in their lifestyle. Our fiscal year end is December 31, and we have no subsidiaries. Our social networking website aims to provide overseas workers from the Philippines with a platform to share their overseas working and living experiences, and interact with a community of Filipino overseas workers from around the world.

 

Our business offices are currently located at 11801 Pierce St., 2nd Floor, Riverside, California 92505. We have a website located at www.kababayanko.com; however, the information contained on our website does not form a part of this Form 10-Q.

 

Going Concern

 

To date the Company has little operations and little revenues and consequently has incurred recurring losses from operations.  No revenues are anticipated until we complete the financing described in our Registration Statement on Form S-1, as amended (File No. 333-182596), declared effective by the SEC on March 18, 2014, and implement our initial business plan.  The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

Our activities have been financed primarily from cash loans in the principal amount of $1,073,300 from our sole director and officer. Of this amount, $773,300 is designated as advances from stockholders, while $300,000 is designated as deposit for future share subscriptions. No subscribed shares are outstanding that cannot be legally issued until paid for. These advances are unsecured and there are no terms for repayment.

 

CRITICAL ACCOUNTING POLICIES

 

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).  The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  We have identified the policies below as critical to our business operations and to the understanding of our financial results:

 

10 

 

Development Stage Company

 

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.

 

Use of Estimates

 

The Company prepares financial statements in conformity with generally accepted accounting principles that require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with maturities of one year or less to be cash equivalents.

 

Property and Equipment

 

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts receivable and accounts payable approximates their carrying amount.

 

PLAN OF OPERATION

 

We are a development stage corporation which operates a food products and beverage business and have not yet generated or realized only nominal revenues from our business.

 

Our plan of operation for the following 12 months is as follows, provided that we raise sufficient funds to commence such plan:

 

We have filed with the SEC a Registration Statement on Form S-1 with respect to a public offering of 100,000,000 shares of our common stock, which offering is being made on a self-underwritten basis, and no minimum number of shares must be sold in order for the offering to proceed. The net proceeds to us from the sale of up to 100,000,000 shares offered at a public offering price of $0.45 per share will vary depending upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated at $16,899 for legal, accounting, printing and other costs in connection with this prospective offering.

 

11 

 

The following table sets forth the uses of proceeds from the primary offering would be used assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company.  There is no assurance that we will raise the full $45,000,000 as anticipated.

 

      If 25% of
Shares Sold
If 50% of
Shares Sold
If 75% of
Shares Sold
If 100% of
Shares Sold
Gross Proceeds from this offering Itemized % Total % $11,250,000 $22,500,000 $33,750,000 $45,000,000
             
Product Development            
Company Acquisition and Development   10% $1,125,000 $2,250,000 $3,375,000 $4,500,000
Health and Wellness Industry 5%   $562,500 $1,125,000 $1,687,500 $2,250,000
Technology Company 5%   $562,500 $1,125,000 $1,687,500 $2,250,000
TOTAL     $1,125,000 $2,250,000 $3,375,000 $4,500,000
             
Infra Structures   10% $1,125,000 $2,250,000 $3,375,000 $4,500,000
Licensing & Development 5%   $562,500 $1,125,000 $1,687,500 $2,250,000
Corporate Office Acquisition 5%   $562,500 $1,125,000 $1,687,500 $2,250,000
TOTAL     $1,125,000 $2,250,000 $3,375,000 $4,500,000
             
Executives Salaries (Max 10)   10% $1,125,000 $2,250,000 $3,375,000 $4,500,000
Founder Dato 1.35%   $151,875 $303,750 $455,625 $607,500
Founder Lance 1.35%   $151,875 $303,750 $455,625 $607,500
CEO 1.20%   $135,000 $270,000 $405,000 $540,000
President 1.10%   $123,750 $247,500 $371,250 $495,000
CFO 1.00%   $112,500 $225,000 $337,500 $450,000
COO 1.00%   $112,500 $225,000 $337,500 $450,000
CMO 1.00%   $112,500 $225,000 $337,500 $450,000
CIO 1.00%   $112,500 $225,000 $337,500 $450,000
CSO 1.00%   $112,500 $225,000 $337,500 $450,000
TOTAL     $1,125,000 $2,250,000 $3,375,000 $4,500,000
             
Staffs Salary (Max 70)   20% $2,250,000 $4,500,000 $6,750,000 $9,000,000
VP Country (10 Countries) 4.0%   $450,000 $900,000 $1,350,000 $1,800,000
HR Manager (10 C'ries) 2.5%   $281,250 $562,500 $843,750 $1,125,000
Sales & Marketing Manager (10 C) 2.5%   $281,250 $562,500 $843,750 $1,125,000
Marketing Manager (10 C) 2.50%   $281,250 $562,500 $843,750 $1,125,000
Finance Manager (10 C) 2.50%   $281,250 $562,500 $843,750 $1,125,000
CS Manager (10 C) 2.50%   $281,250 $562,500 $843,750 $1,125,000
Rank & File (10 C) 3.50%   $393,750 $787,500 $1,181,250 $1,575,000
TOTAL     $2,250,000 $4,500,000 $6,750,000 $9,000,000
             

 

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Expansion (10 Countries Max)   20% $2,250,000 $4,500,000 $6,750,000 $9,000,000
USA 3%   $337,500 $675,000 $1,012,500 $1,350,000
Canada 1.50%   $168,750 $337,500 $506,250 $675,000
Mexico 2%   $225,000 $450,000 $675,000 $900,000
Malaysia 2%   $225,000 $450,000 $675,000 $900,000
Philippines 2%   $225,000 $450,000 $675,000 $900,000
Indonesia 2%   $225,000 $450,000 $675,000 $900,000
Singapore 1.50%   $168,750 $337,500 $506,250 $675,000
Thailand 2%   $225,000 $450,000 $675,000 $900,000
Russia 2%   $225,000 $450,000 $675,000 $900,000
Turkey 2%   $225,000 $450,000 $675,000 $900,000
TOTAL     $2,250,000 $4,500,000 $6,750,000 $9,000,000
             
Inventory (6 Months Allocation)   25% $2,812,500 $5,625,000 $8,437,500 $11,250,000
Weight Loss Products 10%   $1,125,000 $2,250,000 $3,375,000 $4,500,000
Dental Products 5%   $562,500 $1,125,000 $1,687,500 $2,250,000
Supplements Products 2.50%   $281,250 $562,500 $843,750 $1,125,000
Beverage Products 2.50%   $281,250 $562,500 $843,750 $1,125,000
Technology Gadgets 2.50%   $281,250 $562,500 $843,750 $1,125,000
Kits & Promotional & Collaterals 2%   $225,000 $450,000 $675,000 $900,000
Others eg stationary 0.50%   $56,250 $112,500 $168,750 $225,000
TOTAL     $2,812,500 $5,625,000 $8,437,500 $11,250,000
             
Legal & Accounting   2% $225,000 $450,000 $675,000 $900,000
SEC Lawyer 0.20%   $22,500 $45,000 $67,500 $90,000
Residence Legal Team 0.70%   $78,750 $157,500 $236,250 $315,000
External Auditor 0.20%   $22,500 $45,000 $67,500 $90,000
Internal Auditor 0.20%   $22,500 $45,000 $67,500 $90,000
Residence Finance Team 0.70%   $78,750 $157,500 $236,250 $315,000
TOTAL     $225,000 $450,000 $675,000 $900,000
             
Transfer Agent   0.20% $22,500 $45,000 $67,500 $90,000
             
Over All Media Advertising & Printing   0.80% $90,000 $180,000 $270,000 $360,000
             
Contingency   2% $225,000 $450,000 $675,000 $900,000
             
GRAND TOTAL   100.00% $11,250,000 $22,500,000 $33,750,000 $45,000,000

 

The above figures represent only estimated costs. All proceeds will be deposited into our corporate bank account. Any funds that we raise from our offering of 100,000,000 shares will be deposited in a Company bank account in the United States immediately available for our use and will not be returned to investors. We do not have any arrangements to place the funds received from our offering of $45,000,000 in an escrow, trust or similar account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions.

 

13 

 

We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain further financing, the successful development of our planned business consulting services, a successful marketing and promotion program, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

 

Results of Operations

 

Results of Operations for the Three Months Ended September 30, 2018 and 2017

 

The Company’s revenue was $51,893 and $3,515 for the quarters ended September 30, 2018 and 2017, respectively, an increase of $48,379, or 1,376%. All of the Company’s revenue was derived from sales of food supplements on an on-line market.

 

Total expenses were $223,733 for the quarter ended September 30, 2018 as compared to $114,468 for the quarter ended September 30, 2017, an increase of $109,265 or 95.45%. Wages were $150,000 or 67.04% of the Company’s total expenses for the quarter ended September 30, 2018 and $81,500 or 71.1% of the Company’s total expenses for the quarter ended September 30, 2017. Travel was $28,631 or 12.80% of the Company’s total expenses for the quarter ended September 30, 2018 and $9,026 or 7.8% of the Company’s total expenses for the quarter ended September 30, 2017. Professional fees were $4,391 or 19.63% of the Company’s total expenses for the quarter ended September 30, 2018 and $5,276 or 4.60% of the Company’s total expenses for the quarter ended September 30, 2017. Rent was $442.00 or 0.20% of the Company’s total expenses for the quarter ended September 30, 2018 and $472 or 0.40% of the Company’s total expenses for the quarter ended September 30, 2017. Computer and Internet expenses were $9,933 or 4.44% of the Company’s total expenses for the quarter ended September 30, 2018 and $5,324 or 4.6% of the Company’s total expenses for the quarter ended September 30, 2017. Other general and administrative expenses were $20,986 or 9.38% of the Company’s total expenses for the quarter ended September 30, 2018 and $12,853 or 11.2% of the Company’s total expenses for the quarter ended September 30, 2017.

 

Net income (loss) was a net loss of $207,033 for the quarter ended September 30, 2018, compared to a net loss of $113,657 for the quarter ended September 30, 2017, an increase of $93,376 or 82.16%. The decrease in net income was primarily the result of the Company’s revenue remaining the same while its expenses increased by a larger ratio, as a percentage of revenue for the quarter ended September 30, 2018 as compared to the quarter ended September 30, 2017.

 

14 

 

Results of Operations for the Nine Months Ended September 30, 2018 and 2017

 

The Company’s revenue was $101,567 and $10,938 for the quarters ended September 30, 2018 and 2017, respectively, a increase of $90,630, or 827%. All of the Company’s revenue was derived from. The increase in revenue was primarily attributable to increased marketing efforts.

 

Total expenses were $609,530 for the nine months ended September 30, 2018 as compared to $335,587 for the nine months ended September 30, 2017, an increase of $273,944 or 81.63%. Wages were $465,240 for the nine months ended September 30, 2018 as compared to $251,515 for the nine months ended September 30, 2017, an increase of $213,725 or 85%. Travel was $60,802 or 10% of the Company’s total expenses for the nine months ended September 30, 2018 and $23.474 or 6.9% of the Company’s total expenses for the nine months ended September 30, 2017. Professional fees were $8,141 or 1.33% of the Company’s total expenses for the nine months ended September 30, 2018 and $16,675 or 4.9% of the Company’s total expenses for the nine months ended September 30, 2017. Rent was $854 or 0.1% of the Company’s total expenses for the nine months ended September 30, 2018 and $1,086 or 0.3% of the Company’s total expenses for the nine months ended September 30, 2017. Computer and Internet expenses were $16,798 or 2.8% of the Company’s total expenses for the nine months ended September 30, 2018 and $9,523 or 2.8% of the Company’s total expenses for the nine months ended September 30, 2017. Other general and administrative expenses were $55,572 or 9.11% of the Company’s total expenses for the nine months ended September 30, 2018 and $32,984 or 9.83% of the Company’s total expenses for the nine months ended September 30, 2017.

 

Net income (loss) was a net loss of $578,662 for the nine months ended September 30, 2018, compared to a net loss of $333,038 for the nine months ended September 30, 2017, an increase of $245.624 or 73.75%. The decrease in net income was primarily the result of the Company’s revenue remaining the same while its expenses increased by a larger ratio, as a percentage of revenue for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017.

 

Liquidity and Capital Resources

 

As of September 30, 2018, we had cash totaling $2,817, total assets of $117,619, total liabilities of $2,787,547 and working capital of $(2,675,298).  We do not have sufficient cash on hand to commence our 12-month plan of operation or to fund our ongoing operational expenses. We will need to raise funds to commence our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our 12-month plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our 12-month plan of operation and our business will fail.

 

Subsequent Events

 

None through date of this filing.

 

15 

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of September 30, 2018.

 

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

PART II.  OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS.

 

The Company is not currently subject to any legal proceedings.  From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant.  There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.  MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5.  OTHER INFORMATION.

 

None.

 

16 

 

ITEM 6.  EXHIBITS.

 

(a)Exhibits required by Item 601 of Regulation SK.

 

Exhibit   Description
     
2.1   Agreement and Plan of Merger dated June 1, 2011 by and between Registrant and Alpha Network Alliance Ventures Inc. (1)
3.1.1   Certificate of Incorporation of Registrant (2)
3.1.2   Certificate of Merger (3)
3.1.3   Certificate of Amendment to Articles of Incorporation (3)
3.2   Bylaws (2)
31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *   XBRL Instance Document
101.SCH *   XBRL Taxonomy Extension Schema Document
101.CAL *   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *   XBRL Taxonomy Extension Label Linkbase Document
101.PRE *   XBRL Taxonomy Extension Presentation Linkbase Document

 

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(1) Incorporated by reference to the Registrant’s Form 8-K (File No. 000-54126) filed with the Commission on June 13, 2011.
(2) Incorporated by reference to the Registrant’s Form 10 (File No. 000-54126) filed with the Commission on September 23, 2010.
(3) Incorporated by reference to the Registrant’s Form S-1 (File No 333-182596) filed with the Commission on July 10, 2012.

 

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 NETWORK ALLIANCE VENTURES INC.
  (Name of Registrant)
   
Date:  November 19, 2018 By:     /s/ Eleazar Rivera  
    Name: Eleazar Rivera
    Title: President, Secretary and Treasurer (principal executive officer, principal financial officer, and principal accounting officer)

 

17