U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1999
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission File Number 333-22693
ALPHA RESOURCES, INC.
--------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 59-3422883
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
901 CHESTNUT STREET, SUITE A, CLEARWATER, FL 33756
----------------------------------------
(Address of Principal Executive Offices)
(727) 447-3620
--------------
(Issuer's Telephone Number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such a
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of the Issuer's Common Stock, $.001 Par
Value, as of October 31, 1999 was 240,000.
Transitional Small Business Disclosure Format:
Yes No X
--- ---
<PAGE>
ALPHA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
Index
Page
----
Part I - Financial Information
Item 1. Financial Statements
Balance Sheets -
September 30, 1999............................................. 1
Statements of Operations -
Three Months and Nine months ended September 30, 1999 and 1998. 2
Statements of Cash Flows -
Nine months ended September 30, 1999 and 1998.................. 3
Notes to Financial Statements.................................. 4 - 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 6
Part II - Other Information
Item 1. Legal Proceedings............................................... 7
Signatures..................................................... 8
i
<PAGE>
ALPHA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheets
<TABLE>
<CAPTION>
September 30,
1999
-----------------
(Unauditied)
<S> <C>
Assets
Current assets
Cash $ 16,850
-----------------
Total current assets 16,850
-----------------
Other assets
Offering costs 4,206
-----------------
Total assets $ 21,056
=================
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accrued expenses $ 8,887
Loans payable - stockholders 30,000
-----------------
Total current liabilities 38,887
-----------------
Stockholders' equity
Preferred stock, $.001 par value:
Authorized - 5,000,000
Issued or outstanding - none
Common stock, $.001 par value:
Authorized - 10,000,000
Issued and outstanding - 240,000 240
Additional paid-in capital 960
Deficit accumulated during the development stage
(19,031)
-----------------
Total stockholders' (deficit)
(17,831)
-----------------
Total liabilities and stockholders' equity
$ 21,056
=================
</TABLE>
The Accompanying Notes Are An Integral Part Of The Financial Statements
1
<PAGE>
ALPHA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
Operating Statements
(Unaudited)
<TABLE>
<CAPTION>
Cumulative During
For the Three Months For the Three Months For the Nine Months For the Nine Months Development Stage
Ended Ended Ended Ended January 13,1997(Date of
September 30, 1999 September 30, 1998 September 30, 1999 September 30, 1998 Inception)to
September 30, 1999
--------------------- -------------------- -------------------- ------------------- -----------------------
<S> <C> <C> <C> <C> <C>
Development
stage expenses
General &
Administrative
Expense $ 860 $ - $ 1,301 $ 356 $ 15,230
Interest Expense 600 300 1,401 900 3,801
--------------------- -------------------- -------------------- ------------------- --------------------
Net Loss Before
Income Taxes (1,460) (300) (2,702) (1,256) (19,031)
Income Taxes - - - - -
--------------------- -------------------- -------------------- ------------------- --------------------
Net Loss $ (1,460) $ (300) $ (2,702) $ (1,256) $ (19,031)
===================== ==================== ==================== =================== ====================
Basic Loss
Per Share $ (0.01) $ (0.00) $ (0.01) $ (0.01) $ (0.13)
===================== ==================== ==================== =================== ====================
Weighted average
number of
common shares
outstanding 240,000 120,000 198,681 120,000 141,697
==================== ==================== ==================== =================== ====================
</TABLE>
The Accompanying Notes Are An Integral Part Of The Financial Statements
2
<PAGE>
ALPHA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Cumulative During
For the Nine Months For the Nine Months Development Stage
Ended Ended January 13, 1997( Date of
September 30, 1999 September 30, 1998 Inception) to September 30, 1999
----------------------- -------------------- ------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (2,702)$ (1,256) $ (19,031)
Adjustments to reconcile net loss to net
cash used in operating activities:
(Decrease) in accrued expenses (963) 473 8,887
----------------------- -------------------- --------------------
Net cash (used) provided
by operating activities (3,665) (783) (10,144)
----------------------- -------------------- --------------------
Cash flows from financing activities:
Proceeds from issuance of common stock 600 - 1,200
Proceeds from loans payable - stockholders 15,000 - 30,000
Offering costs - 263 (4,206)
----------------------- -------------------- --------------------
Net cash provided
by financing activities 15,600 263 26,994
----------------------- -------------------- --------------------
Net increase (decrease)
in cash 11,935 (520) 16,850
Cash beginning 4,915 5,435 -
----------------------- -------------------- --------------------
Cash ending $ 16,850 $ 4,915 $ 16,850
======================= ==================== ====================
</TABLE>
The Accompanying Notes Are An Integral Part Of The Financial Statements
3
<PAGE>
ALPHA RESOURCES, INC.
(A Development Stage Company)
Notes to Financial Statements
For the Nine Months Ended September 30, 1999
(Unaudited)
Note 1 - Background
----------
Alpha Resources, Inc. (the "Company") was incorporated January 13, 1997 in the
State of Delaware, and has been in the development stage since its formation.
The Company intends to effect a merger, exchange of capital stock, asset
acquisition, or other similar business combination or acquisition with a
business entity. The Company has not identified any specific business or company
to fulfill it intentions.
The Company has registered its securities with the Securities and Exchange
Commission and plans on offering certain securities in a "blank check" offering
subject to Rule 419 of the Securities Act of 1933. On August 12, 1999, the
Company's Registration Statement on Form SB-2 was declared effective by the U.S.
Securities and Exchange Commission.
The accompanying unaudited financial statements, which are for interim periods,
do not include all disclosures provided in the annual financial statements.
These unaudited financial statements should be read in conjunction with the
financial statements and the footnotes thereto contained in Form 10-KSB for the
fiscal year ended December 31, 1998 of Alpha Resources, Inc. (the "Company"), as
filed with the Securities and Exchange Commission.
Note 2 - Summary of Significant Accounting Policies
------------------------------------------
Accounting Estimates
--------------------
The preparation of financial statements requires management to make estimates
and assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
In the opinion of management, all adjustments, consisting of adjustments
necessary for a fair presentation of (a) the results of operations for the three
and nine month periods ended September 30, 1998 and 1999, and the period January
13, 1997 (Date of Inception) to September 30, 1999, (b) the financial position
at September 30, 1999, (c) cash flows for the nine month period ended September
30, 1998 and 1999, and the period January 13, 1997 (Date of Inception) to
September 30, 1999.
Organizational Costs
--------------------
Costs incurred in the organization of the Company were expensed as incurred
under the provision of SOP 98-5, "reporting on the costs of start up
activities."
Income Taxes
------------
Deferred income taxes are provided for when transactions are reflected in income
for financial reporting purposes in a year other than the year of their
inclusion in taxable income. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
4
<PAGE>
ALPHA RESOURCES, INC.
(A Development Stage Company)
Notes to Financial Statements
For the Nine Months Ended September 30, 1999
(Unaudited)
(Continued)
Concentration of Credit Risk
----------------------------
The Company maintains cash balances at a bank. The account is insured by the
Federal Deposit Insurance Corporation up to $100,000.
Earnings Per Share
------------------
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of shares outstanding for the
period.
Note 3 - Related Party Transactions
--------------------------
The Company has received $30,000 of loans from the six shareholders of the
Company. These loans are due on demand and bear interest at 8% per annum and are
unsecured. Three of these shareholders are also officers and directors of the
Company. The Company accrued $3,801 of interest on these notes at September 30,
1999.
5
<PAGE>
ALPHA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The statements contained in this Report on Form 10-QSB, that are not purely
historical, are forward-looking information and statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These include statements regarding the Company's
expectations, intentions, or strategies regarding future matters. All
forward-looking statements included in this document are based on information
available to the Company on the date hereof. It is important to note that the
Company's actual results could differ materially from those projected in such
forward-looking statements contained in this Form 10-QSB. The forward-looking
statements contained here-in are based on current expectations that involve
numerous risks and uncertainties. Assumptions relating to the foregoing involve
judgments regarding, among other things, the Company's ability to secure
financing or investment for capital expenditures, future economic and
competitive market conditions, and future business decisions. All these matters
are difficult or impossible to predict accurately and many of which may be
beyond the control of the Company. Although the Company believes that the
assumptions underlying its forward-looking statements are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be no assurance that
the forward-looking statements included in this form 10-QSB will prove to be
accurate.
GENERAL
Alpha Resources, Inc. (the "Company") was organized as a Delaware corporation on
January 13, 1997. Since inception, the Company's activities have been limited to
the sale of initial shares in connection with its organization and the
preparation of an Offering. A total of 240,000 shares of Common Stock have been
issued, of which 120,000 shares have been issued to officers and directors of
the Company, for an aggregate of $1,200 in cash. Additional funds have been
loaned to the Company by its officers, directors and principal shareholders, to
cover Company expenses. There are no other material changes between the three
month period ended March 31, 1999 and the Nine month period ended September 30,
1999.
The Company was organized for the purpose of seeking, investigating, and
ultimately acquiring an interest in a business with long-term growth potential.
The Company currently has no commitment or arrangement to participate in a
business and cannot now predict what type of business it may enter into or
acquire.
The Company anticipates that businesses for possible acquisition will be
referred by various sources, including its officers and directors, professional
advisors, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. The
Company will seek businesses from all known sources, but will rely principally
on personal contacts of its officers and directors and their affiliates, as well
as indirect associations between them and other business and professional
people. While it is not presently anticipated that the Company will engage
unaffiliated professional firms specializing in business acquisitions on
reorganizations, such firms may be retained if management deems it in the best
interest of the Company.
In connection with its initial capitalization, the Company issued 240,000 shares
of its Common Stock to its officers, directors, and other shareholders for an
aggregate sum of $1,200. On August 12, 1999, the Company's Registration
Statement on Form SB-2 (the "Registration Statement") was declared effective by
the U.S. Securities and Exchange Commission (the "SEC"). Pursuant to the
Registration Statement, the Company, in its initial public offering of
securities will offer a minimum of 10,000 Units and a maximum of 20,000 Units at
a price of $6.00 per Unit. Each Unit consists of 60 shares of common stock, par
value $0.001 per share. The total maximum offering proceeds is $120,000. As of
the date of this filing, the company has not completed this offering.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999, the Company had cash of $16,850, total liabilities of
$38,887, and total shareholders' deficit of $17,831.
6
<PAGE>
ALPHA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
Rule 419 requires that the net Offering proceeds, after deduction for
underwriting compensation and Offering expenses, and all securities to be issued
be deposited into an escrow or trust account governed by an agreement which
contains certain terms and provisions specified by the rule. Under Rule 419, the
Deposited Funds (less 10% otherwise releasable under the rule) and the Deposited
Securities will be released to the Company and to investors, respectively, only
after the Company has met the following three conditions. First, the Company
must execute an agreement for an acquisition(s) meeting certain prescribed
criteria. Second, the Company must successfully complete a reconfirmation
offering which includes certain prescribed terms and conditions. Third, the
acquisition(s) meeting the prescribed criteria must be consummated. Accordingly,
the Company has entered into an escrow agreement with Continental Stock Transfer
Trust Company, New York, New York.
The Company believes it operating funds will be sufficient for its cash
requirements for at least the next twelve months. The expenses required to
select and evaluate a business candidate (including conducting a due diligence
review) and to structure and consummate a business combination (including the
negotiation of relevant agreements and the preparation of requisite documents
for filing pursuant to applicable securities laws and state corporation laws)
cannot be presently ascertained with any degree of certainty.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
The Company is not a party to any material pending legal proceedings and no such
action by or, to the best of its knowledge, against the Company has been
threatened.
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and reports on Form 8K
-------------------------------
None.
7
<PAGE>
ALPHA RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant had
duly caused the report to be signed on its behalf by the undersigned thereunto
duly authorized.
Alpha Resources, Inc.
Dated 11/19/99
/s/ Gerald Couture
-----------------------
Gerald Couture
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 16,850
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,850
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,056
<CURRENT-LIABILITIES> 38,887
<BONDS> 0
0
0
<COMMON> 240
<OTHER-SE> (18,071)
<TOTAL-LIABILITY-AND-EQUITY> 21,056
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,301
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,401
<INCOME-PRETAX> (2,702)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,702)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,702)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
