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As filed with the Securities and Exchange Commission on May , 2000
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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 MARCH 31, 2000.
[ ] 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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<TABLE>
<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)
</TABLE>
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 May 30, 2000, 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 March 31, 2000
Statement of Retained Earnings for the three months
ended March 31, 2000, for the three months ended
March 31, 1999 and from inception to March 31,
2000
Statement of Operations for the three months ended March
31, 2000, for the three months ended March 31,
1999 and from inception to March 31, 2000
Statement of Cash Flow for the three months ended March
31, 2000, for the three months ended March 31,
1999 and from inception to March 31, 2000
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
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ALPHACOM CORPORATION
(A Development Stage Enterprise)
INTERIM FINANCIAL STATEMENTS
(Unaudited)
March 31, 2000
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ALPHACOM CORPORATION
(A Development Stage Enterprise)
INTERIM BALANCE SHEET
(Unaudited)
March 31, 2000
ASSETS
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Bank $ 263 $ --
Loan Receivable -- 4,000
Advances To Parent Company 3,535 --
Subscription Receivable -- 91,000
--------- ---------
$ 3,799 $ 95,000
CAPITAL ASSETS 475 --
--------- ---------
$ 4,274 $ 95,000
========= =========
LIABILITIES
Bank Indebtedness $ -- $ 140
Accounts Payable and Accrued Liabilities 44,087 9,106
Advances From Parent Company -- 3,215
--------- ---------
44,087 12,461
========= =========
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 111,000 111,000
Retained Earnings (Deficit) (150,814) (28,461)
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(39,814) 82,539
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,274 $ 95,000
========= =========
</TABLE>
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ALPHACOM CORPORATION
(A Development Stage Enterprise)
INTERIM STATEMENT OF RETAINED EARNINGS (DEFICIT)
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Three Months Three Months Ended Period From
Ended March Ended March December 15,
31, 2000 31, 1999 1997 to March
31, 2000
------------------- -------------------- ---------------------
<S> <C> <C> <C>
Retained Earnings (Deficit), beginning of the
period (125,701) (26,710) -
Net Income (loss) for the
period (25,112) (1,751) (150,814)
------------------- -------------------- ---------------------
Retained Earnings (Deficit), end of the
period (150,814) (28,461) (150,814)
=================== ==================== =====================
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ALPHACOM CORPORATION
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Three Months Three Months Period From
Ended March 31, Ended March 31, December 15, 1997
2000 1999 To March 31, 2000
------------------ -------------------- --------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) $ (25,112) $ (1,751) $ (150,814)
Increase (decrease) in accounts payable 17,789 (155) 44,087
Decrease in Subscription Receivable - (91,000) -
Decrease in Prepaid Expenses 126 - -
------------------ -------------------- --------------------
(7,197) (92,906) (106,727)
------------------ -------------------- --------------------
INVESTING ACTIVITIES
Increase in Loans Receivable - (4,000) -
Acquisition of Capital Assets (475) - (475)
------------------ -------------------- --------------------
(475) (4,000) (475)
------------------ -------------------- --------------------
FINANCING ACTIVITIES
Issuance of Capital Stock - 100,000 111,000
Advances To/From Parent Company (2,749) (3,695) (3,534)
------------------ -------------------- --------------------
(2,749) 96,305 107,466
------------------ -------------------- --------------------
Change in Cash (Bank Indebtedness) (10,421) (601) 264
Cash - Beginning of period 10,685 461 -
------------------ -------------------- --------------------
Cash (Bank Indebtedness) - End of period $ 264 $ (140) $ 264
================== ==================== ====================
</TABLE>
<PAGE>
ALPHACOM CORPORATION
(A Development Stage Enterprise)
INTERIM STATEMENT OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Three Months Three Months Ended Period From
Ended March Ended March December 15,
31, 2000 31, 1999 1997 to March
31, 2000
------------------- -------------------- ---------------------
<S> <C> <C> <C>
REVENUE
Sales $ -- $ -- $ --
COST OF SALES
Cost of Sales and Direct Costs -- -- --
--------- --------- ---------
GROSS PROFIT $ -- $ -- $ --
--------- --------- ---------
EXPENSES
General and Administrative $ 8,777 $ 1,186 $ 68,277
Management Services 1,500 -- 34,500
Professional Fees and Shareholder Services 14,836 565 48,038
--------- --------- ---------
$ 25,112 $ 1,751 $ 150,814
--------- --------- ---------
NET INCOME (LOSS) BEFORE INCOME
TAXES
Income Taxes (25,112) (1,751) (150,814)
Current (Recovery) -- -- --
--------- --------- ---------
NET INCOME (LOSS) FOR THE PERIOD $ (25,112) $ (1,751) $(150,814)
========= ========= =========
Loss per Shares - Basic $ (0.002) $ (0.000) $ (0.014)
========= ========= =========
Earnings per Shares - Fully Diluted $ (0.002) $ (0.000) $ (0.014)
========= ========= =========
</TABLE>
<PAGE>
ALPHACOM CORPORATION
(A Development Stage Enterprise)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
March 31, 2000
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 March 31, 2000,
and the results of its operations and cash flows for the three month ended
March 31, and for the period December 15, 1997 (inception) to March 31,
2000. 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 1999 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 1999 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. 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.
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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: May 30, 2000 By: \s\ Michael P. Kraft
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Michael P. Kraft
President, CEO, Secretary
Date: May 30, 2000 By: \s\ Khurram Qureshi
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Khurram Qureshi
Chief Financial Officer
