<PAGE>
As filed with the Securities and Exchange Commission on December , 1999
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
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[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 SECURITIES EXCHANGE ACT
OF 1934. For the transition period from _________ to _________
Commission file number: 0-26703
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ALPHACOM CORPORATION
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
-------------------------
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<S> <C> <C>
DELAWARE 2731 98-0206030
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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151 BLOOR STREET WEST
SUITE 890
TORONTO, ONTARIO
CANADA M5S-1S4
(416) 927-7000
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
AND PRINCIPAL PLACE OF BUSINESS)
MICHAEL P. KRAFT
PRESIDENT
Copies to:
STANLEY MOSKOWITZ, ESQ.
MOSKOWITZ ALTMAN & HUGHES LLP
11 EAST 44TH STREET, SUITE 504
NEW YORK, NY 10017
(212) 953-1121
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 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of December 1, 1999, there were
approximately 11,100,000 shares of the Company's Common Stock issued and
outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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TABLE OF CONTENTS
TABLE OF CONTENTS
PART I
ITEM 1 FINANCIAL STATEMENTS
Balance Sheet as of September 30, 1999
Statement of Retained Earnings for the three months and
nine months ended September 30, 1999, and from
inception to December 31, 1998
Statement of Operations for the three months and nine
months ended September 30, 1999, and from inception
to December 31, 1998
Statement of Cash Flow for the three months and nine
months ended September 30, 1999, and from inception
to December 31, 1998
Notes to Financial Statements
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
PART II
ITEM 1 LEGAL PROCEEDINGS
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALPHACOM CORPORATION
(A Development Stage Enterprise)
INTERIM FINANCIAL STATEMENTS
(Unaudited)
September 30, 1999.
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ALPHACOM CORPORATION
(A Development Stage Enterprise)
INTERIM BALANCE SHEET
(Unaudited)
September 30, 1999.
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<CAPTION>
ASSETS
September 30, 1999.
-------------------
(Unaudited)
<S> <C>
Bank $ 30,917
Loan Receivable 4,000
-----------------------
$ 34,917
=======================
LIABILITIES
Bank Indebtedness $ -
Accounts Payable and Accrued Liabilities 12,699
Advances From Related Company 3,215
-----------------------
15,913
=======================
SHAREHOLDERS' EQUITY
Capital Stock
Authorized 49,990,000 common shares, no par value
10,000 preferred shares, par value $0.001
Issued 11,100,000 Common Shares 111,000
Retained Earnings (Deficit) (91,996)
-----------------------
19,004
-----------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 34,917
=======================
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ALPHACOM CORPORATION
(A Development Stage Enterprise)
INTERIM STATEMENT OF RETAINED EARNINGS (DEFICIT)
(Unaudited)
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<CAPTION>
Three Months Ended Nine Months Ended From Inception
September 30,1999 September 30,1999 To December 31, 1998.
----------------- ----------------- ---------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Retained Earnings (Deficit), beginning of the
period (74,802) (26,710) -
Net Income (loss) for the period (17,194) (65,286) (26,710)
=================== ==================== =================
Retained Earnings (Deficit),
end of the period (91,996) (91,996) (26,710)
=================== ==================== =================
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ALPHACOM CORPORATION
(A Development Stage Enterprise)
INTERIM STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended From Inception
September 30,1999 September 30,1999 To December 31, 1998.
----------------- ----------------- ---------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
REVENUE
Sales $ - $ - $ -
COST OF SALES
Cost of Sales and Direct Costs - - -
------------ ------------ ------------
GROSS PROFIT $ - $ - $ -
------------ ------------ ------------
EXPENSES
General and Administrative $ 2,963 $ 13,843 $ 26,710
Management Services - 30,000 -
Professional Fees and Shareholder Services 14,231 21,443 -
------------ ------------ ------------
$ 17,194 $ 65,286 $ 26,710
------------ ------------ ------------
NET INCOME (LOSS) BEFORE INCOME TAXES (17,194) (65,286) (26,710)
Current (Recovery) - - -
------------ ------------ ------------
NET INCOME (LOSS) FOR THE PERIOD $ (17,194) $ (65,286) $ (26,710)
============ ============ ============
Loss per Shares - Basic $ (0.002) $ (0.006) $ (0.002)
============ ============ ============
Earnings per Shares- Fully Diluted $ (0.002) $ (0.006) $ (0.002)
============ ============ ============
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ALPHACOM CORPORATION
(A Development Stage Enterprise)
INTERIM STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended From Inception
September 30,1999 September 30,1999 To December 31, 1998.
----------------- ----------------- ---------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) (17,194) $ (65,286) $ (26,710)
Increase in accounts payable and accrued
liabilities 10,881 (562) 9,261
----------- ----------- -----------
(6,313) (65,849) (17,449)
----------- ----------- -----------
FINANCING ACTIVITIES
Issuance of Capital Stock - 100,000 11,000
Advances From Related Company - (3,695) 6,910
----------- ----------- -----------
- 96,305 17,910
----------- ----------- -----------
Change in Cash (Bank Indebtedness) (6,313) 30,456 461
Cash - Beginning of period 37,230 461 -
----------- ----------- -----------
Cash (Bank Indebtedness) - End of period $ 30,917 $ 30,917 $ 461
=========== =========== ===========
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<PAGE>
ALPHACOM CORPORATION
(A Development Stage Enterprise)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
September 30, 1999.
NOTE 1. STATEMENT OF INFORMATION FURNISHED
The accompanying unaudited interim financial statements of
AlphaCom Corporation (the "Company") have been prepared in accordance
with Form 10QSB instructions and in the opinion of management
contains all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position of
the Company as of September 30, 1999, and the results of its
operations and cash flows for the nine month and three month periods
ended September 30, 1999, and for the period December 15, 1997
(inception) to December 31, 1998. These results have been determined
on the basis of generally accepted accounting principles and
practices and applied consistently with those used in the preparation
of the Company's 1998 financial statements.
Certain information and footnote disclosures normally included in
the financial statements presented in accordance with generally
accepted accounting principles have been condensed or omitted. It is
suggested that the accompanying financial statements be read in
conjunction with the financial statements and notes thereto
incorporated by reference in the Company's 1998 financial statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES
The Company was organized on December 15, 1997 under the laws of
the State of Delaware. The Company was formed for the express purpose
of operating in the specialty publishing business within the United
States marketplace. The Company is presently in its development
stage.
B. OFFERING OF THE COMPANY'S COMMON STOCK
As at September 30, 1999, the Company completed an offering of
100,000 shares of its common stock at an offering price of $1.00 per
share to qualified investors. The offering was made pursuant to the
exemptions from registration with the Securities and Exchange
Commission (SEC) provided by Regulation D, Rule 504, of the 1933 Act,
and under applicable state laws, rules and regulations.
<PAGE>
ALPHACOM CORPORATION
(A Development Stage Enterprise)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
September 30, 1999.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
C. USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS
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 amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company was organized on December 15, 1997 under the laws of the
State of Delaware. The Company was formed for the express purpose of operating
in the specialty publishing business within the United States marketplace.
The Company will have to raise additional funds in the next twelve
months. Currently, the Company is funded through cash advances from its
directors and officers. There are no specific terms for repayment. Once the
Company begins trading on the NASDAQ Bulletin Board, the Company expects to
raise $500,000 to $900,000 through a private placement.
To date, the Company has (i) defined the market opportunities for the
Company in the specialty publishing business; (ii) assembled a staff with
knowledge and experience in the North American publishing industry; and (iii)
has begun the initial implementation of its marketing and distribution plan.
Currently, the Company has paid no compensation to any of its officers or
directors. It is the Company's intention upon the receipt of additional funding
to compensate certain officers of the Company on a reasonable basis in keeping
with industry standards.
PART II. OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings or claims that it
believes will have, individually or in the aggregate, a material adverse effect
on the Company's business, financial condition or results of operations.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ALPHACOM CORP.
Date: December 13, 1999 By: \s\ Michael P. Kraft
----------------- ------------------------------
Michael P. Kraft
President, CEO, Secretary
Date: December 13, 1999 By: \s\ Khurram Qureshi
----------------- -----------------------------
Khurram Qureshi
Chief Financial Officer
