General form for registration of securities under the Securities Act of 1933

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As filed with the Securities and Exchange Commission on February 11, 2020

Registration No. 333-[•]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ALPHA INVESTMENT INC.

(Exact name of registrant as specified in its charter)

Delaware 6162 90-0998139
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S.  Employer
Identification No.)

200 East Campus View Blvd., Suite 200
Columbus, OH 43235
(305) 704-3294

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Todd C. Buxton
Chief Executive Officer
200 East Campus View Blvd., Suite 200
Columbus, OH 43235
(305) 704-3294

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Dale S. Bergman, Esq.
Gutiérrez Bergman Boulris, PLLC
901 Ponce De Leon Blvd., Suite 303
Coral Gables, Florida 33134
(305) 358-5100
Andrew M. Tucker, Esq.
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue, Suite 900
Washington, D.C. 20001
(202) 689-2987

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer, “accelerated filer, “smaller reporting company, and “emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

Proposed Maximum

Aggregate

Offering Price (1)(2)

Amount of

Registration Fee

Common Stock, $0.0001 par value per share $17,250,000 $2,239.05

(1) Includes shares of common stock issuable upon the exercise of the underwriters’ option to purchase additional shares. See “Underwriting.”
(2) Estimated solely for the purpose of calculating the registration fee.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

2

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2020

[•] Shares

Common Stock

We are offering [•] shares of our common stock, $.0001 par value per share (“Shares”) at an offering price of $[•] (the “Offering”). Our common stock is currently quoted on the Pink Open Market (the “Pink Market”) published by OTC Markets Group, Inc., under the symbol “ALPC.” We intend to apply to have our common stock listed on The Nasdaq Capital Market under the symbol “ALPC”. No assurance can be given that our application will be approved. There have been no quotations for our Shares on the Pink Market.

The Offering is being underwritten on a firm commitment basis. We have granted the underwriters an option to buy up to an additional [•] shares of common stock from us to cover over-allotments. The underwriters may exercise this option at any time and from time to time during the 45-day period from the closing date.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced public disclosure requirements for this prospectus and future filings. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Risk Factors—Our status as an “emerging growth company” under the Jobs Act may make it more difficult to raise capital as and when we need it.”

No Exercise of Over-

Allotment

Full Exercise of Over-

Allotment

Per Share Total Per Share Total
Public offering price $ $ $ $
Underwriting discounts and commissions (1) $ $ $ $
Proceeds to us, before expenses $ $ $ $

(1) In addition, we have agreed to reimburse the underwriters for certain expenses.  See “Underwriting” on page [•] of this prospectus for additional information.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page [•] of this prospectus and in the documents incorporated by reference into this prospectus to read about factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to the purchasers on or about [•], 2020.

Aegis Capital Corp.

The date of this prospectus is [•], 2020

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TABLE OF CONTENTS

Page
Prospectus Summary 5
Summary Financial Information 8
Risk Factors 9
Special Note Regarding Forward Looking Statements 18
Use of Proceeds 19
Capitalization 20
Dilution 20
Market for Common Equity and Related Stockholder Matters 22
Business 23
Management’s Discussion and Analysis of Financial Condition and Results of Operations 29
Management 32
Executive Compensation 36
Principal Stockholders 37
Certain Relationships and Related Transactions 37
Description of Capital Stock 38
Shares Eligible for Future Sale 39
Underwriting 40
Legal Matters 43
Experts 43
Available Information 43
Disclosure of Commission Position on Indemnification for Securities Act Liabilities 43
Index to Financial Statements 44

INDUSTRY AND MARKET DATA

We use market data and industry forecasts throughout this prospectus and, in particular, in the section entitled “Business.” Unless otherwise indicated, statements in this prospectus concerning our industry and the markets in which we operate, including our general expectations, competitive position, business opportunity and market size, growth and share, are based on information obtained from industry publications, government publications and third party forecasts. Management prefers the information CBRE Group, Inc. makes publicly available. There can be no assurance that any of the projections will be achieved. We believe that the surveys and market research performed by others are reliable, but we have not independently verified this information. Accordingly, the accuracy and completeness of the information are not guaranteed.

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PROSPECTUS SUMMARY

This summary provides an overview of all material information contained in this prospectus.  It does not contain all the information you should consider before making a decision to purchase our Shares offered hereby.  You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements and all other information that is included in this prospectus.

Unless the context otherwise requires, references in this prospectus to “Alpha Investment,” “ALPC,” “the Company,” “we,” “our” and “us” refers to Alpha Investment Inc. and its subsidiaries.

Overview

We intend to provide capital directly to borrowers seeking financing for commercial real estate properties either for refinancing or acquisitions. These loans will encompass originating performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt. Notwithstanding the foregoing, we intend to operate our business so that we do not become subject to the Investment Company Act of 1940, as amended. Accordingly, we do not plan to primarily engage in the business of investing, reinvesting or trading in securities and we do not plan to acquire investment securities (such as commercial mortgage-backed securities) having a value exceeding 40% of the value of the Company’s total assets.

We expect to offer financing across a broad-spectrum of asset backed and commercial real asset type collateral of any property type such as office, retail, industrial, multi-family, and hospitality. The Company will coordinate its lending initiatives with outside commercial real estate loan brokers, which have access to commercial real estate owners seeking financing or refinancing opportunities, and with loan origination firms that have borrowers seeking loans. We believe that this will enable ALPC to broaden its access to new borrowers and to develop and implement financing solutions for these other lenders, mortgage bankers, borrowers, and owners. In the event the Company uses third party loan origination services and underwriters, the Company will cover these costs in accordance with industry standard practices.

Furthermore, Omega Commercial Finance Corporation, a publicly-held Wyoming corporation (“Omega”), who is the Company’s principal stockholder, has the ability to introduce financing transactions to the Company to develop and implement customized financing solutions for borrowers. Omega is a publicly-held financial services holding company and the owner of an umbrella of diversified financial service related companies.

The Company expects to require substantial capital to fully fund and implement its operations. The Company plans to raise such capital through the Offering covered hereby, from alternative offerings of debt or other securities or through joint venture partnerships. There can be no assurance that the Company can successfully raise such capital or consummate alternative offerings of its debt or other securities or joint venture partnerships on favorable terms or otherwise. If such efforts are not successful, then we may be unable to honor funding commitments or be forced to curtail our operations or consider other strategic alternatives.

Investment Strategy

To identify attractive lending opportunities, the Company expects to continue to deploy its capital through the origination of commercial mortgage loans, subordinate financings and other commercial real-estate related debt investments at attractive risk-adjusted yields. The Company targets lending opportunities that are secured by commercial real estate. The Company’s underwriting includes a focus on stressed in-place cash flows, debt yields, debt service coverage ratios, loan-to-value ratios, property quality and market and sub-market dynamics.

Recent Developments

On March 11, 2019, the Company, through Alpha Mortgage Notes I, LLC, a special purpose vehicle (the “SPV”), entered into an operating agreement for the SPV (the “SPV Operating Agreement”) with Alameda Partners LLC, a Utah limited liability company (“Alameda Partners”). Pursuant to the SPV Operating Agreement, Alameda Partners contributed $1,000,000 for a ten percent (10%) ownership interest in the SPV and became the SPV’s manager. The capital is being used to implement the Company’s strategy of acquiring performing commercial real estate loans. The members of Alameda Partners have significant long-term experience in the commercial real estate industry as property developers, owners, and managers and currently hold title to over $50 million in commercial real estate assets.

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Corporate History

We were incorporated in the State of Delaware on February 22, 2013, to develop, create, manufacture and market toys for small children which would be designed to attach to car seats and amuse and entertain children during a drive, without distracting the attention of the driver. The Company, however, encountered significant constraints in raising sufficient capital to fully implement its business plan.

On March 17, 2017, Omega purchased 35,550,000 outstanding shares of the Company’s common stock (the “Control Share Sale”) from Malcolm Hargrave (35,000,000 shares), DTH International Corporation (500,000 shares) and Lisa Foster (50,000 shares) for aggregate consideration of $295,000. The Control Share Sale was consummated in a private transaction pursuant to a common stock purchase agreement entered between Omega and Mr. Hargrave, acting individually and on behalf of the other selling stockholders. Upon completion of the Control Share Sale, a “Change in Control” of the Company took place and in connection therewith, Mr. Hargrave resigned as our sole director and officer and Omega, as the new majority stockholder of the Company, elected Timothy R. Fussell, Ph.D. as President, Chairman of the Board and a director and Todd C. Buxton, Omega’s Chief Executive Officer, as Chief Executive Officer, Vice Chairman of the Board and a director.

In addition to the foregoing, new management elected to shift the Company’s business focus to real estate lending, which they believed offered better opportunities for shareholder growth. In connection therewith, on March 30, 2017, we filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State changing our name from “Gogo Baby, Inc.” to “Alpha Investment Inc.” to better reflect our new business plan.   The name change and a corresponding change in the Company’s OTC markets trading symbol from GGBY to ALPC received approval from FINRA and became effective as of April 19, 2017.

The Company is an “emerging growth company” under the Jobs Act and as such, has elected to comply with certain reduced public company reporting requirements for future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Risk Factors—Our status as an “emerging growth company” under the Jobs Act may make it more difficult to raise capital as and when we need it.”

Implications of Being an Emerging Growth Company

The Jumpstart Our Business Startups Act (the “JOBS Act") was enacted in April 2012 with the intention of encouraging capital formation in the United States and reducing the regulatory burden on newly public companies that qualify as "emerging growth companies." We are an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of exemptions from various public reporting requirements, including (i) the requirement that our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, (ii) requirements related to compliance with new or revised accounting standards, (iii) requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports and proxy statements, (iv) the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments, (v) if adopted by the Public Company Accounting Oversight Board (United States), mandatory audit firm rotation requirements and (vi) requirements to supplement the auditor's report with additional information about the audit and our financial statements. We may choose to take advantage of some, but not all, of these reduced burdens. We may take advantage of these exemptions until we are no longer an emerging growth company.

We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have $1.07 billion or more in annual revenue; (ii) the date we qualify as a "large accelerated filer" with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or (iv) the last day of the fiscal year ending after the fifth anniversary of our initial public offering, which occurred in 2015. Accordingly, we will cease to be an emerging growth company on December 31, 2020.

For risks related to our status as an emerging growth company, see the disclosure elsewhere in this prospectus under the caption "Risk Factors" below.

Corporate Information

Our executive offices are located at 200 East Campus View Blvd., Suite 200, Columbus, OH and our telephone number is (305) 704-3294. Our website is www.alphainvestmentinc.com . Information contained in our website shall not be deemed incorporated into this prospectus.


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The Offering

Issuer: Alpha Investment Inc., a Delaware corporation.
Shares offered in the Offering: [•] Shares.
Shares to be outstanding immediately after completion of the Offering: [•] Shares (1) .
Offering Price: $[•] per Share.
Total Offering: A maximum of $[•].
Over-allotment option: We have granted the underwriter a 45-day option to purchase up to [•] additional shares of our common stock from us at the public offering price less underwriting discounts and commissions.
Underwriting: The Shares in the Offering are being offered and sold in a public offering on a firm commitment basis, which means the underwriter is obligated to take and pay for all the shares offered by this prospectus if any such shares are taken. The underwriter is not required to take or pay for the shares covered by the underwriter’s over-allotment option to purchase additional shares of common stock.
Dividend policy: We have never paid cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. See “Dividend Policy.”

Use of Proceeds:

We estimate the proceeds to us from the Offering, net of expenses, will be approximate $[•], or $[•] if the Underwriter exercises their over-allotment option in full. We intend to use the net proceeds from the sale of the Shares in the Offering to support our core business operations in the commercial real estate lending sector involving the funding of senior debt and mezzanine financings for income producing properties and commercial construction loans as needed and for working capital and other general corporate purposes.

Risk Factors: You should carefully read and consider the information set forth under the caption “Risk Factors” beginning on page [10] and all other information set forth in this prospectus before investing in our Shares.
Proposed Nasdaq Symbol: “ALPC”.
(1) Does not include (a) 1,375,000 Shares reserved for issuance under our 2017 Stock Incentive Plan (the “Incentive Plan”); (b) 50,000 Shares issuable upon conversion of 24,000 shares of outstanding Series 2018 Preferred Stock and 1,000 shares of outstanding Series A Convertible Preferred Stock; and (c) 504,000 Shares issuable upon the exercise of outstanding warrants sold in connection with the sale of the Series 2018 Preferred Stock. Includes 166,667 Shares issued to the investor in the September 2017 $2,500,000 Private Offering, which Shares are held in escrow and are subject to a put right by the investor.

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SUMMARY FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Financial Statements and Notes thereto, included elsewhere in this prospectus.

Statement of Operations Data:

Nine Months

Ended

September 30,

Nine Months

Ended

September 30,

Year Ended

December 31,

Year Ended

December 31,

2019 2018 2018 2017
(unaudited) (unaudited)
Net Investment Income $ 78,158 $ 31,308 $ 46,799 $ 48,646
General & Administrative Expenses $ 1,176,517 $ 112,212 $ 550,223 $ 393,151
Gain Deconsolidation $ 316,774 $ $ $
Interest Expense $ 623,212 $ 1,109,113 $ 1,104,724 $ 240,427
Net Loss $ (1,404,797 ) $ (1,109,017 ) $ (1,608,148 ) $ (584,932 )

Balance Sheet Data

As of

September 30,

As of

December 31,

As of

December 31,

2019 2018 2017
(unaudited)
Cash $ 12,127 $ 11,286 $ 44,404
Restricted Cash Held in Escrow $ 2,509,186 $ 2,500,099 $ 2,500,000
Loans receivable, net of discounts $ 1,449,306 $ 1,098,627 $ 927,842
Total Assets $ 4,022,479 $ 3,630,680 $ 3,474,554
Current Liabilities $ 104,398 $ 70,904 $ 51,734
Total Liabilities $ 104,398 $ 70,904 $ 51,734
Temporary Equity $ 2,857,112 $ 2,839,346 $ 1,590,937
Total Stockholders’ Equity $ 1,060,969 $ 720,430 $ 1,831,883
Total Liabilities and Stockholders’ Equity $ 4,022,479 $ 3,630,680 $ 3,474,554

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RISK FACTORS

An investment in our Shares involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this prospectus, including information in the section of this prospectus entitled “Special Note Regarding Forward-Looking Statements.” The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

We have a limited operating history upon which an evaluation of our prospects can be made.

Alpha Investment was incorporated on February 22, 2013 under the name GoGo Baby, Inc. to develop, create, manufacture and market toys for small children which would be designed to attach to car seats and amuse and entertain children during a drive, without distracting the attention of the driver. The Company, however, encountered significant constraints in raising sufficient capital to fully implement such business plan. The Company only shifted its business focus to commercial estate and other asset-based lending activities upon completion of the Control Share Acquisition on March 17, 2017. To date, the Company has realized only minimal revenues therefrom and has no operating history in its present line of business upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur expenses associated with the implementation of our new business plan. Further, we cannot guarantee that we will be successful in realizing revenues from our new line of business or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any Shares you purchase.

We have a history of losses and have not achieved profitability.

As of the date of this prospectus, we have not yet achieved profitable operations, and we may never achieve profitability.

We need to raise substantial additional capital to fund our existing loan commitments and any future loans we may agree to make.

We may not be able to raise such funds when needed and on acceptable terms. To the extent we sell equity or debt securities as a source of funding will depend on a number of factors, including the prevailing market price of our common stock, the volume of trading in our common stock and the extent to which we are able to secure funds from other sources. Additional equity or debt financing or corporate collaboration may not be available on acceptable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will default on our outstanding loan obligations, be prevented from pursuing acquisition and commercialization efforts and our ability to generate revenues and achieve profitability will be substantially harmed.

The report from our independent registered public accounting firm in our consolidated financial statements for the year ended December 31, 2018, contains an explanatory paragraph referencing our conclusion that substantial doubt exists as to our ability to continue as a “going concern.”

The Company’s present revenues are insufficient to meet operating expenses. The financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2018, the Company has incurred cumulative net losses of $2,281,217 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. Securing additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.

9

Any loans we make may be highly illiquid – we therefore may not be able to liquidate such investments in a timely manner.

Any loans we make may be highly illiquid with no established market, and there can be no assurance that we will be able to liquidate such investments in a timely manner. Although loans and other investments we seek to make may generate current income, the return of capital and the realization of gains, if any, from such investments generally will occur only upon the partial or complete realization or disposition of such loan or investment. If we are unable to liquidate an investment when we desire, we may be unable to make additional loans without raising additional capital.

Loans made by us may become uncollectible and large amounts of uncollectible debt may materially affect our performance.

The loans made by us may be highly illiquid and involve substantial risks. Many, and possibly all, of the loans will not be personally guaranteed. We will attempt to use information to help eliminate uncollectible debt resulting from bankruptcy, but no assurance can be made that we will be able to do so. If our debt portfolio contains a large portion of uncollectible debt, our performance may be negatively affected. In addition, if any borrower defaults on a loan, we may be required to expend monies in connection with foreclosure proceedings and other remedial actions which could adversely affect our performance. Certain loans may be affected negatively by economic, political, interest rate and other risks, any of which could result in an adverse change in the value of the asset that is used as collateral for the loan.

The real estate loans we originate or acquire may be dependent on the ability of the property owner to generate net income from operating the property, which may result in the inability of such property owner to repay a loan, as well as the risk of foreclosure.

The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be adversely affected by, among other things:

· tenant mix;
· success of tenant businesses;
· property management decisions;
· property location, condition and design;
· competition from comparable types of properties;
· changes in national, regional or local economic conditions or specific industry segments;
· declines in regional or local real estate values;
· declines in regional or local rental or occupancy rates;
· increases in interest rates, real estate tax rates and other operating expenses;
· costs of remediation and liabilities associated with environmental conditions;
· the potential for uninsured or underinsured property losses;
· changes in governmental laws and regulations, including fiscal policies, zoning ordinances and environmental legislation and the related costs of compliance; and
· acts of God, terrorism, social unrest and civil disturbances.

In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of interest and principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations and limit amounts available for distribution to our stockholders. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.

Foreclosure can be an expensive and lengthy process and foreclosing on certain properties where we directly hold the mortgage loan and the borrower’s default under the mortgage loan is continuing could result in actions that could be costly to our operations, in addition to having a substantial negative effect on our anticipated return on the foreclosed mortgage loan.

10

We intend to use leverage as part of our investment strategy which may substantially increase our risk of loss.

We have anticipated that certain loans will be originated or purchased using leverage available to us, thus increasing both our return on equity as well as risk. Although the use of leverage as part of our investment strategy may enhance returns and increase the number of investments that can be made, it may also substantially increase our risk of loss. If we are unable to obtain loans at a rate lower than the rate on the loans we make, we will be unable to implement our investment strategy.

Our investment strategy is dependent upon servicers to originate and administer loans; failure of our s ervicers to originate loans in sufficient quantity and quality may cause us to fail to effectively implement our investment strategy.

While we have the ultimate determination over loan originations, we will depend upon servicers (i.e., third-party firms that specialize in this area) to service and administer loans in our portfolio. Should such servicers fail to properly administer and service loans, including monitoring borrower’s compliance with the terms of the relevant loan documents, collecting and forwarding loan payments to us, and adequately pursuing and protecting our rights under the loan documents, any such failure could have a material adverse effect on our business, results of operations, financial condition and prospects.

In addition to servicers, we may retain mortgage brokers to introduce loans to us that satisfy our investment criteria and pay commissions to such mortgage brokers based on the value of such loans. Some of these mortgage brokers may be deemed to be affiliates of management. We believe that all commissions payable to such persons or other affiliates of management will be reasonable and consistent with industry standards.

We may appraise properties at a value that is materially different from the value ultimately realized.

We intend to make and value loans, in part, on the basis of information and data gathered from independent appraisal professionals. Although we expect to evaluate all such information and data and may seek independent corroboration when appropriate and reasonably available, we are not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information may not be available. It is possible that the appraised value of a property may differ materially from the actual value ultimately realized by us in the event we need to foreclose on such loan.

Our loan portfolio may be concentrated which could lead to increased risk.

It is possible that the portfolio of loans we make or any loan portfolio we may acquire will likely be concentrated in a limited number of loan investments. Thus, our stockholders may have limited diversification. In addition, if we make an investment in a single transaction with the intent of refinancing or selling a portion of the investment, there is a risk that we will be unable to successfully complete such a financing or sale. This could lead to increased risk as a result of having an unintended long-term investment and reduced diversification.

We intend to make collateralized real estate loans which will subject us to various risks associated with the real estate industry.

We intend to make loans collateralized by real estate. Therefore, an investment in us may be subject to certain risks associated with the real estate industry in general. These risks include, without limitation: possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents; and changes in interest rates. To the extent that our investments, or the assets underlying or collateralizing our investments, are concentrated geographically, by property type or in certain other respects, we may be subject to the foregoing risks to a greater extent.

If third parties default or enter bankruptcy, we could suffer losses.

We may engage in transactions in securities and financial instruments that involve counterparties. Under certain conditions, we could suffer losses if a counterparty to a transaction were to default or if the market for certain securities and/or financial instruments were to become illiquid. In addition, we could suffer losses if there were a default or bankruptcy by certain other third parties, including brokerage firms and banks with which we do business, or to which securities have been entrusted for custodial purposes.

11

Purchases of investment securities could make us subject to the Investment Company Act.

As part of our business, we intend to purchase commercial mortgage-backed securities and other commercial real estate-related debt investments, as well as engage in various direct participation equity ownership opportunities. This could make us an investment company under the Investment Company Act of 1940. Notwithstanding the foregoing, we intend to operate our business so that we do not become subject to the Investment Company Act. Accordingly, we do not plan to primarily engage in the business of investing, reinvesting or trading in securities and we do not plan to acquire investment securities (such as the above-referenced commercial mortgage-backed securities) having a value exceeding 40% of the value of the Company’s total assets. In the event we were to do so, we could inadvertently be subject to the requirements of the Investment Company Act of 1940, which could be costly and harm our business and financial results.

We currently rely on our executive officers and the loss of either of their services could have an adverse effect on the Company.

Until we further build up our management infrastructure, our success depends in large part upon the services of our officers, Todd C. Buxton, our CEO and Timothy R. Fussell, Ph.D., our President.  The loss of either of their services would currently have a material adverse effect on Alpha Investment. We are not party to an employment agreement with our either of our executive officers and do not anticipate having key man insurance in place on them in the foreseeable future. Moreover, our CEO also serves as CEO of Omega. While we do not believe that such position will materially interfere with his duties at Alpha Investment or pose any conflict of interest, there can be no assurance given in this regard.

If we are unable to attract and retain additional personnel in the commercial lending field, our ability to compete will be harmed.

Attracting and retaining qualified personnel in the commercial lending field will be critical to our success, and competition for qualified personnel is intense. We may not be able to attract and retain such personnel on acceptable terms given the competition for such personnel. The inability to attract and retain qualified personnel could harm our business and our ability to compete.

We will face significant competition and if we are unable to effectively compete, our business, results of operations, financial condition and prospects may be seriously harmed.

The commercial lending field is highly competitive and we will face significant competition from other lenders, including banks, insurance companies and other lenders similar to us, many of which have significantly longer operating histories and financial resources than we do. We believe that we will be able to effectively compete based on our ability to leverage the industry experience, platforms and resources of Omega and its affiliates. Our relationship with Omega will enable us to expedite and facilitate our ability to underwrite and structure complex financing transactions and enable us to develop and implement customized creative capital solutions for other lenders, mortgage bankers, borrowers, and owners. However, there can be no assurance we can successfully do so and if we are unable to effectively compete, our business, results of operations, financial condition and prospects may be seriously harmed.

If the investor in a September 2017 $2,500,000 Private Offering (the “$2,500,000 Private Offering”) exercises its right to cause the Company to repurchase the Shares subscribed for, our financial condition and business operations may be harmed .

On September 20, 2017, we consummated the sale of 166,667 Shares to a single accredited investor for $2,500,000 or $15.00 per Share in the $2,500,000 Private Offering. At closing, the aggregate gross proceeds of $2,500,000 were deposited in the escrow account of the Escrow Agent, purchaser’s counsel. Pursuant to the terms of the $2,500,000 Private Offering, the purchaser has the right, exercisable through February 14, 2020, as presently extended, to cause the Company to repurchase the Shares at the purchase price paid. If the purchaser exercises that right, the proceeds from the $2,500,000 Private Offering will not be released to the Company and accordingly, our financial condition and business operations may be harmed. The Company has not yet entered into an agreement to further extend the expiration date of the purchaser’s put option. Even if the Company does so, in the event the public offering price of Shares sold in this offering are less than $15.00, there is a significantly increased chance that the purchaser will exercise its put option.

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Risks Related to the Company’s Relationship with its Directors, Officers and Principal Stockholder

The Company does not have a policy that expressly prohibits its directors, officers and principal stockholders or their respective affiliates from engaging in their own commercial real estate lines of credit and or in business activities common with those conducted by the Company.

The Company does not have a policy that expressly prohibits its directors, officers, independent directors, principal stockholders or their respective affiliates from engaging for their own account in business activities of the types conducted by the Company. The Company’s code of business conduct and ethics contains a conflict of interest policy that prohibits our directors and executive officers, or whoever provides services to the Company, from engaging in any transaction that involves an actual conflict of interest with the Company, provided , however , that when the Company adds independent directors to its board upon completion of this offering, any such conflict may be waived by a majority vote of independent directors. In the event the Company’s common stock is listed on the Nasdaq Stock Market, it will be required to comply with any additional Nasdaq rules and policies regarding affiliate transactions.

There are various conflicts of interest in the Company’s relationships involving its directors and officers, which could result in decisions that are not in the best interest of the Company’s stockholders. The ability of the directors and its officers and employees to engage in other business activities may reduce the time the director and officers spend managing the Company’s business.

The Company is subject to conflicts of interest arising out of its relationship with directors and officers. The Company has in the past and may in the future enter commercial real estate lines of credit with its directors and officers. The Company has invested in and may in the future invest in, or acquire, certain investments through CRE lines of credit with its directors and officers. In addition, our Chief Executive Officer occupies a similar position with Omega, our principal stockholder. There can be no assurance that any procedural protections will be sufficient to assure that these transactions will be made on terms that will be at least as favorable to the Company as those that would have been obtained in an arm’s length transaction.

The Company currently has a total of $8,600,000 outstanding in unsecured commercial real estate lines of credit executed with Partners South Holdings LLC and Partners South Corporation, both of which are owned by Timothy R. Fussell, Ph.D., Chairman of the Company.

The Company currently has a total of $8,600,000 outstanding in unsecured commercial real estate lines of credit executed with Partners South Holdings LLC and Partners South Corporation, both of which are owned by the Chairman of the Company. The occurrence of a default under any of the lines of credit would have a material adverse effect on our business, financial condition and results of operations, including, among other matters, an adverse effect on our ability to raise additional capital in the Offering contemplated hereby.

The Company's business may be adversely affected if its reputation, the reputation of its directors, officers or principal stockholder or the reputation of counterparties with whom the Company associates, is harmed.

The Company may be harmed by reputational issues and adverse publicity associated with the Company, or its directors, officers or principal stockholder. We and our principal stockholder have relationships with certain individuals that cause our principal stockholder adverse publicity and we may be subject to the same adverse publicity. Issues could include real or perceived legal or regulatory violations or could be the result of a failure in performance, risk-management, governance, technology or operations, or claims related to employee misconduct, conflict of interests, ethical issues or failure to protect private information, among others. Similarly, market rumors and actual or perceived association with counterparties whose own reputation is under question could harm the Company's business. Such reputational issues may cause third-parties, such as borrowers or mortgage brokers to cease doing business with us, which could cause a material adverse effect on our business, financial condition and results of operations or cause the market price of our stock to be lower than it might otherwise be.

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Risks Related to Our Status as a Public Company

We are and will continue to be subject to the periodic reporting requirements of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports.  These additional costs could reduce or eliminate our ability to earn a profit.

We are and after the date of this prospectus we will continue to be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder.  The costs charged by professionals for accounting and legal services in connection with these reports cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys.   Moreover, such costs are likely to further increase beginning in 2021, when we no longer qualify as an “emerging growth company.” The incurrence of such costs must be paid for from our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.  If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our Shares, if a market ever develops, could drop significantly.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public and we have identified material weaknesses in our internal controls and concluded that our internal controls are not effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

We will be required to include a report of management on the effectiveness of our internal control over financial reporting.  We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification requirements.

We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.  During the course of our testing, we may identify other deficiencies that we may not be able to timely remediate.  Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.  If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

Based on the most recent evaluation of our internal controls as of September 30, 2019, management concluded that our disclosure controls and procedures were not effective at the reasonable assurance level in that:

We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.  Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

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We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Our Chief Executive Officer evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

The Jobs Act has reduced the information that the Company is required to disclose.

Under the Jobs Act, the information that the Company will be required to disclose has been reduced in a number of ways.

As a company that had gross revenues of less than $1 billion during the Company’s last fiscal year, the Company is an “emerging growth company,” as defined in the Jobs Act (an “EGC”). The Company will retain that status until the earliest of (a) the last day of the fiscal year which the Company has total annual gross revenues of $1,000,000,000 (as indexed for inflation in the manner set forth in the Jobs Act) or more; (b) the last day of the fiscal year of following the fifth anniversary of the date of the first sale of the common stock pursuant to an effective registration statement under the Securities Act, which occurred in 2015; (c) the date on which the Company has, during the previous three year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which the Company is deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act or any successor thereto. As an EGC, the Company is relieved from the following:

The Company is excluded from Section 404(b) of Sarbanes-Oxley Act (“Sarbanes-Oxley”), which otherwise would have required the Company’s auditors to attest to and report on the Company’s internal control over financial reporting. The Jobs Act also amended Section 103(a)(3) of Sarbanes-Oxley to provide that (i) any new rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or changes to the auditor’s report to include auditor discussion and analysis (each of which is currently under consideration by the PCAOB) shall not apply to an audit of an EGC; and (ii) any other future rules adopted by the PCAOB will not apply to the Company’s audits unless the SEC determines otherwise.
The Jobs Act amended Section 7(a) of the Securities Act to provide that the Company need not present more than two years of audited financial statements in an initial public offering registration statement and in any other registration statement, need not present selected financial data pursuant to Item 301 of Regulation S-K for any period prior to the earliest audited period presented in connection with such initial public offering. In addition, the Company is not required to comply with any new or revised financial accounting standard until such date as a private company (i.e., a company that is not an “issuer” as defined by Section 2(a) of Sarbanes-Oxley) is required to comply with such new or revised accounting standard. Corresponding changes have been made to the Exchange Act, which relates to periodic reporting requirements, which would be applicable if the Company were required to comply with them.
As long as the Company is an EGC, the Company may comply with Item 402 of Regulation S-K, which requires extensive quantitative and qualitative disclosure regarding executive compensation, by disclosing the more limited information required of a “smaller reporting company.”
The Jobs Act will also exempt the Company from the following additional compensation-related disclosure provisions that were imposed on U.S. public companies pursuant to the Dodd-Frank Act: (i) the advisory vote on executive compensation required by Section 14A(a) of the Exchange Act; (ii) the requirements of Section 14A(b) of the Exchange Act relating to shareholder advisory votes on “golden parachute” compensation; (iii) the requirements of Section 14(i) of the Exchange Act as to disclosure relating to the relationship between executive compensation and our financial performance; and (iv) the requirement of Section 953(b)(1)of the Dodd-Frank Act, which requires disclosure as to the relationship between the compensation of the Company’s chief executive officer and median employee pay.

Our status as an “emerging growth company” under the Jobs Act may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry.  If we are unable to raise additional capital as and when we need it, our business, results or operations, financial

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condition and prospects may be materially and adversely affected. We will cease to be an emerging growth company on December 31, 2020.

Risks Related to Our Shares and this Offering

You will experience immediate and substantial dilution and may experience additional dilution in the future.

If you purchase Shares in the Offering, you will incur immediate and substantial dilution of $[•] per Share, representing the difference between the assumed initial public offering price of $[•] per Share and our pro forma net tangible book value of $ [•] per Share as of September 30, 2019, after giving effect to consummation of the Offering.

We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock.  We do not expect to pay cash dividends on our common stock at any time in the foreseeable future.  The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider.  Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

The future issuance of equity or of debt securities that are convertible into equity will dilute our Share capital.

We will need to raise additional capital to execute our business plan. To the extent that additional capital is raised through the issuance of Shares or other securities convertible into Shares, our stockholders will be diluted. Future issuances of our common stock or other equity securities, or the perception that such sales may occur, could adversely affect the trading price of our common stock and impair our ability to raise capital through future offerings of Shares or equity securities. No prediction can be made as to the effect, if any, that future sales of common stock or the availability of common stock for future sales will have on the trading price of our common stock.

The ability of Omega, our principal stockholder, to effectively control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs.

Omega, our principal stockholder, will own, approximately [•]% of our issued and outstanding common stock, or approximately __% if the underwriters exercise their over-allotment option in full. Accordingly, they will be able to effectively control the election of directors, as well as all other matters requiring stockholder approval.  The interests of Omega may differ from the interests of other stockholders with respect to the issuance of Shares, business transactions with other companies, selection of other directors and other business decisions.  The minority stockholders have no way of overriding decisions made by Omega.  This level of control may also have an adverse impact on the market value of our Shares because Omega may institute or undertake transactions, policies or programs that result in losses and may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of Shares to significantly decrease our price per Share.

Our Certificate of Incorporation and Bylaws provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers and/or directors.

Our Certificate of Incorporation and Bylaws provide for the indemnification of our officers and directors.  We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”) and is therefore, unenforceable.

Because our management will have broad discretion over the use of the net proceeds from the sale of Shares in the Offering, you may not agree with how we use them and the proceeds may not be invested successfully.

We intend to use the net proceeds from the sale of the Shares in the Offering to support core business operations in the commercial real estate lending sector, strategic acquisition of cash flowing real estate companies and or commercial real estate holdings and notes, as well as to expand administrative and support staff, as needed and for working capital and other general corporate purposes. Therefore, our management will have broad discretion as to the use of the net proceeds from the Offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part

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of your investment decision, to assess whether such proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for the Company.

A liquid trading market for our Shares may not develop and be sustained.

Our Shares are quoted on the OTCPink tier of the over-the counter market operated by OTC Markets Group under the symbol “ALPC.” However, the trading market for our Shares has been extremely limited, there have only been minimal and sporadic public quotations for our Shares and there are no recent closing quotations for our Shares. In addition, quotation of our securities on the OTCPink may limit the liquidity and price of our securities more than if our securities were quoted or listed on the OTCQX or OTCQB tiers of the over-the-counter market, the Nasdaq Stock Market or other national securities exchange. Further, institutional and other investors may have investment guidelines that restrict or prohibit investing in securities traded on the OTCPink tier of the over-the counter market. These factors may have an adverse impact on the trading and price of our common stock, if a liquid market develops and is sustained. We intend to apply to have our common stock listed on The Nasdaq Capital Market under the symbol “ALPC”. No assurance can be given that our application will be approved.

A liquid trading market for our Shares may never develop or be sustained following the Offering. If a liquid market for our common stock does not develop, or if developed, is not sustained, it may be difficult for you to sell Shares you purchase in the Offering without depressing the market price for the Shares or at all.

The market price for our common stock, assuming a liquid trading market develops and is sustained, may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our Share price. You may be unable to sell your Shares at or above your purchase price, which may result in substantial losses to you.

The market for our common stock, assuming a liquid trading market develops and is sustained may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our Share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our Share price is attributable to a number of factors. First, as noted above, our common stock is sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of Shares by our stockholders may disproportionately influence the price of those Shares in either direction. The price for our Shares could, for example, decline precipitously in the event that a large number of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their Shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain their current market prices, or as to what effect that the sale of Shares or the availability of common stock for sale at any time will have on the prevailing market price.

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock, assuming a liquid market develops and is sustained, will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverage of us, the trading price for our Shares would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our target studies and operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This prospectus and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using terminology such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “project,” “continue,” “potential,” “ongoing” or the negative of these terms or other comparable terminology. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those described in the section titled “Risk Factors” and elsewhere in this prospectus.

Any forward-looking statement in this prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

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USE OF PROCEEDS

The Shares in the Offering are being offered and sold on a “firm commitment” basis, which means the underwriter is obligated to take and pay for all the shares offered by this prospectus if any such shares are taken. The underwriter is not required to take or pay for the shares covered by the underwriter’s over-allotment option to purchase additional shares of common stock.

We estimate that net proceeds to us from the sale of our Shares in this Offering will be approximately $[•] based on the assumed offering price of $[•] per share, or approximately $[•], if the underwriters exercise their over-allotment option in full, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $[•] per share would increase (decrease) the net proceeds to us from this offering by approximately $[•], assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The expected use of the net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures depend on numerous factors, including lending and acquisition opportunities which arise, as well as the state of the markets we plan to operate in. Accordingly, our management will have broad discretion in the use of the net proceeds from the Offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our Shares.

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CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2019 and as adjusted to reflect the receipt of the proceeds of the Offering.

September 30, 2019
Actual

Pro Forma

As Adjusted

Current liabilities $ 104,398 $
Stockholders' Equity :
Series 2018 Preferred stock ($0.0001 par value), 100,000 shares authorized; 44,000 shares issued and outstanding $ 357,112 $
Series A Convertible Preferred stock ($15.00 par value), 100,000 shares authorized; 1,167 shares issued and outstanding 17,505
Redeemable common stock (166,667 shares) 2,500,000
Common stock, ($0.0001 par value), 100,000,000 shares authorized; 40,292,400 shares issued and outstanding, _________ shares issued and outstanding, as adjusted 4,327
Subscription receivable (50,000 )
Additional paid-in capital 4,863,216
Accumulated deficit (3,718,429 )
Non-controlling interest (55,352 )
Total Equity $ 3,918,081 $
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,022,479 $

You should read the table above, in conjunction with our financial statements and related notes and the sections titled “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Description of Capital Stock” appearing elsewhere in this prospectus.

The number of Shares issued and outstanding in the table above excludes (a) 1,375,000 Shares reserved for issuance under our 2017 Stock Incentive Plan (the “Incentive Plan”); (b) 50,000 Shares issuable upon conversion of 24,000 shares of outstanding Series 2018 Preferred Stock and 1,000 shares of outstanding Series A Convertible Preferred Stock; and (c) 504,000 Shares issuable upon the exercise of outstanding warrants sold in connection with the sale of the Series 2018 Preferred Stock.

DILUTION

If you invest in our Shares in this Offering, your interest will be diluted to the extent of the difference between the offering price per Share and the pro forma as adjusted net tangible book value per share immediately after this Offering.

Our historical net tangible book value as of September 30, 2019 was $1,060,969 or $0.03 per share.

Our pro forma as adjusted net tangible book value as of September 30, 2019 would have been $[•], or $[•] per Share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $[•] per Share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $8.22 per share to new investors purchasing Shares in this Offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per Share after this Offering from the amount of cash that a new investor paid for a Share. The following table illustrates this dilution on a per Share basis:

Initial public offering price per Share $
Net tangible book value per Share as of September 30, 2019 $ 0.03
Increase in pro forma net tangible book value per Share attributable to new investors participating in the  Offering $
Pro forma as adjusted net tangible book value per Share after the Offering $
Dilution of pro forma net tangible book value per Share to new investors $
Percentage of dilution of pro forma net tangible book value per Share to new investors

The dilution information discussed above is illustrative only and may change based on the actual offering price and other terms of this Offering. Each $1.00 increase (decrease) in the assumed offering price of $[•] per Share would increase (decrease) our pro forma as adjusted net tangible book value per Share after this Offering by $[•] per Share and increase (decrease) the dilution to new investors by $[•] per Share, in each case assuming the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

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The following table sets forth, on a pro forma as adjusted basis as of September 30, 2019, the number of Shares purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing holders of common stock and by new investors, at a public offering price of $[•] per Share, before deducting estimated expenses of the Offering payable by us.

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
Existing stockholders 41,461,068 [•] $ 4,863,216 [•] $ [•]
New investors [•] [•] $ [•] [•] $ [•]
Total [•] 100.0 % $ [•] 100.0 %

The foregoing discussion and tables are based on the number of Shares outstanding as of the date of this prospectus, but excluding (a) 1,375,000 Shares reserved for issuance under our 2017 Stock Incentive Plan (the “Incentive Plan”); (b) 50,000 Shares issuable upon conversion of 24,000 shares of outstanding Series 2018 Preferred Stock and 1,000 shares of outstanding Series A Convertible Preferred Stock; and (c) 504,000 Shares issuable upon the exercise of outstanding warrants sold in connection with the sale of the Series 2018 Preferred Stock. Includes 166,667 Shares issued to the investor in the September 2017 $2,500,000 Private Offering, which shares are held in escrow and are subject to a put right by the investor.

Each $1.00 increase (decrease) in the assumed offering price of $[•] per share would increase (decrease) the total consideration paid by new investors and total consideration paid by all stockholders by approximately $[•], assuming that the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriter exercises in full their over-allotment option, the total number of Shares held by new investors will increase to [•] shares, or [•]% of the total number of shares outstanding following the closing of this Offering.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Shares are quoted on the OTCPink tier of the over-the-counter market operated by OTC Markets Group under the symbol “ALPC.” However, the trading market for our Shares has been extremely limited, there have only been minimal and sporadic public quotations for our Shares and there are no recent closing quotations for our Shares. We intend to apply to have our Shares listed on The Nasdaq Capital Market under the symbol “ALPC”. No assurance can be given that our application will be approved. A liquid trading market for our Shares may never develop or be sustained following the Offering. If a liquid market for our common stock does not develop, or if developed, is not sustained, it may be difficult for you to sell Shares you purchase in the Offering without depressing the market price for the Shares or at all.

As of the date of this prospectus, we had 43,461,068 Shares issued and outstanding and 42 holders of record of our common stock.

Transfer Agent

Signature Stock Transfer Inc., 14673 Midway Road, Suite #220 Addison, Texas 75001, is the transfer agent for the Company’s common stock.

Dividend Policy

We have not paid any dividends on our common stock since inception and we currently expect that, in the foreseeable future, all earnings (if any) will be retained for the development of our business and no dividends will be declared or paid. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent facts.

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BUSINESS

Overview

We intend to provide capital directly to borrowers seeking financing for commercial real estate properties either for refinancing or acquisitions. These loans will encompass originating performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt. Notwithstanding the foregoing, we intend to operate our business so that we do not become subject to the Investment Company Act of 1940, as amended. Accordingly, we do not plan to primarily engage in the business of investing, reinvesting or trading in securities and we do not plan to acquire investment securities (such as commercial mortgage-backed securities) having a value exceeding 40% of the value of the Company’s total assets.

We expect to offer financing across a broad-spectrum of asset backed and commercial real asset type collateral property type such as office, retail, industrial, multi-family, and hospitality. The Company will coordinate its lending initiatives with outside commercial real estate loan brokers, which have access to commercial real estate owners seeking financing or refinancing opportunities, and with loan origination firms that have borrowers seeking loans. We believe that this will enable ALPC to broaden its access to new Borrowers and to develop and implement financing solutions for these other lenders, mortgage bankers, borrowers, and owners. In the event the Company uses third party loan origination services and underwriters, the Company will cover these costs in accordance with industry standard practices.

Furthermore, Omega, a publicly-held Wyoming corporation (“Omega”), who is the Company’s principal stockholder, has the ability to introduce financing transactions to the Company to develop and implement customized financing solutions for borrowers. Omega is a publicly-held financial services holding company and is the owner of an umbrella of diversified financial service related companies.

The Company expects to require substantial capital to fully fund and implement its operations. The Company plans to raise such capital through the Offering covered hereby, from alternative offerings of debt or other securities or through joint venture partnerships. There can be no assurance that the Company can successfully raise such financing or consummate alternative offerings of its debt or other securities or joint venture partnerships on favorable terms or otherwise. If such efforts are not successful, then we may be unable to honor funding commitments or be forced to curtail our operations or consider other strategic alternatives.

Investment Strategy

To identify attractive lending opportunities, the Company expects to continue to deploy its capital through the origination of commercial mortgage loans, subordinate financings and other commercial real-estate related debt investments at attractive risk-adjusted yields. The Company targets lending opportunities that are secured by commercial real estate. The Company’s underwriting includes a focus on stressed in-place cash flows, debt yields, debt service coverage ratios, loan-to-value ratios, property quality and market and sub-market dynamics

Recent Developments

On March 11, 2019, the Company, through Alpha Mortgage Notes I, LLC, a special purpose vehicle (the “SPV”), entered into an operating agreement for the SPV (the “SPV Operating Agreement”) with Alameda Partners LLC, a Utah limited liability company (“Alameda Partners”). Pursuant to the SPV Operating Agreement, Alameda Partners contributed $1,000,000 for a ten percent (10%) ownership interest in the SPV and became the SPV’s manager. The capital is being used to implement the Company’s strategy of acquiring performing commercial real estate loans and support asset acquisitions. The members of Alameda Partners have significant long-term experience in the commercial real estate industry as property developers, owners, and managers and currently hold title to over $50 million in commercial real estate assets.

Corporate History

We were incorporated in the State of Delaware on February 22, 2013, to develop, create, manufacture and market toys for small children which would be designed to attach to car seats and amuse and entertain children during a drive, without distracting the attention of the driver. The Company, however, encountered significant constraints in raising sufficient capital to fully implement its business plan.

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On March 17, 2017, Omega purchased 35,550,000 outstanding shares of the Company’s common stock (the “Control Share Sale”) from Malcolm Hargrave (35,000,000 shares), DTH International Corporation (500,000 shares) and Lisa Foster (50,000 shares) for aggregate consideration of $295,000. The Control Share Sale was consummated in a private transaction pursuant to a common stock purchase agreement entered between Omega and Mr. Hargrave, acting individually and on behalf of the other selling stockholders. Upon completion of the Control Share Sale, a “Change in Control” of the Company took place and in connection therewith, Mr. Hargrave resigned as our sole director and officer and Omega, as the new majority stockholder of the Company, elected Timothy R. Fussell, Ph.D. as President, Chairman of the Board and a director and Todd C. Buxton, Omega’s Chief Executive Officer, as Chief Executive Officer, Vice Chairman of the Board and a director.

In addition to the foregoing, new management elected to shift the Company’s business focus to real estate lending, which they believed offered better opportunities for shareholder growth. In connection therewith, on March 30, 2017, we filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State changing our name from “Gogo Baby, Inc.” to “Alpha Investment Inc.” to better reflect our new business plan.   The name change and a corresponding change in the Company’s OTC markets trading symbol from GGBY to ALPC received approval from FINRA and became effective as of April 19, 2017.

Plan of Operations

Our core objective will be to achieve advantageous yields and consistent interest income on short to long term loans (“Loans”) covering all four lending categories such as prime, alt-A, bridge and hard money loans by:

furnishing capital to make Loans primarily to borrowers such as commercial real estate developers and speculators, business owners, landlords and owners of core assets when traditional financing is unavailable to such borrowers for acquisitions, refinancing of commercial property loans; and
making Loans directly to borrowers in the commercial real estate markets.

We plan to administer various financing programs with an emphasis on Loans secured by commercial real estate, such as office buildings, multi-family residences, shopping centers, industrial, and hotels. Loans may consist of senior debt loans, mezzanine or subordinated loans, preferred equity and other equity participation financing structures.

We intend to follow a “conservative lending” profile for our Loans.  Our strategy is to seek low leveraged first lien senior debt mortgage loans and high debt service structured financing programs, as opposed to riskier, less secure, mezzanine or equity positions.

Business Objectives and Strategy

Our core business objective is to achieve advantageous and consistent rates of return from short to long term Loans to borrowers when traditional financing is unavailable to such borrowers for acquisitions, refinancing of commercial property loans and other asset backed transactions. We plan to focus on various alternative commercial real estate financings with an emphasis on Loans secured by commercial real estate and also seek to invest in financing of core real estate assets that include office buildings, multi-family residences, shopping centers, and hospitality, plus ground up entitled land developments. The Loans may consist of senior debt loans, mezzanine or subordinated loans, preferred equity and other equity participation financing structures. We intend to follow a “conservative lending” profile for the Loans we fund, which means low loan to value and high debt service cover ratios. Our strategy is to seek Loans that are first lien, senior debt mortgage loans and specialty financing programs, as opposed to riskier, yet much more profitable, and less secure mezzanine or equity positions.

Use of Loan Servicers

In carrying out our business strategy, we will likely utilize third-party firms that specialize in Loan origination and servicing (“Servicers”).  We intend to perform due diligence on each Servicer which we, directly or indirectly, plan to use in the origination and servicing of Loans, in order to evaluate the firm’s experience and expertise in originating and servicing Loans that satisfy our lending and investment criteria.

Use of Other Third-Party Service Providers

We will utilize other third parties to provide various ancillary services to us, such as real estate evaluation and land feasibility appraisal services, closing-legal and escrow title services.

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Sale of Participations; Co-Investments and Participations

In the discretion of management, we may sell participation rights in the Loans we originate to other entities.

We may from time to time co-invest and or syndicate participation interest in loans as the administrative agent or buying a participation interest. We plan to only employ this strategy with seasoned well-established organizations in the commercial real estate (“CRE”) lending industry such as private trusts, real estate financing institutions, mutual funds, pension funds, investment houses, or hedge fund of funds.  We believe that this will afford the Company with an additional opportunity to participate in well-structured transactions with organizations with proven track records involving originating, underwriting, and servicing.

The Commercial Real Estate Lending Product

Operationally, management believes the market for commercial mortgage loans will offer opportunities for the deployment of capital we raise.  The CRE markets have suffered greatly in recent years beginning with the 2008 U.S. financial market crisis, which resulted in a steep and prolonged recession. However, as the lending markets have steadily recovered along with market leaders such as large banks Wells Fargo, JP Morgan Chase, Bank of America and Capital One, we believe the CRE lending landscape has now stabilized in select Centralized Business Districts known as “CBD’s” and afford extremely attractive opportunities for deploying capital. Thus, we will focus on positioning the Company to seize this opportunity within this market.  We believe that our proposed business model is comparable to that currently being used by some of the top-level commercial real estate lender industry professionals. However, to compete and succeed within this industry, we plan to develop a proprietary pricing and lending model for the commercial real estate finance debt and equity markets.  If we are able to do so, as to which no assurance can be given, we believe that we will have a strategic advantage to compete in the market.

Key Operational Highlights – CRE Loans

— The overall U.S. core property commercial real estate ( CRE ) lending market is vast and accordingly, we believe there are significant business opportunities that will afford the Company continued growth.

— We expect that our lending model will allow for smaller increments of loans designed for quicker closings to permit investors to monitor development of the ongoing balance sheet and enable us to more rapidly achieve milestones.

— We plan to retain or use seasoned commercial real estate independent specialists to coordinate our loan underwriting model centered on mitigating loan-loss risks and to perform all other related and required third party due diligence.

— Since the securitization industry has standardized the underwriting criteria, we anticipate that it will allow for each third-party service provider we use to integrate and exchange information effectively and efficiently.

— We believe that we will have low cost and prudent leverage available to us to fund Loans.

— Our strategy has been developed with the input of experienced industry veterans.

The Commercial Real Estate Market Forecast

Capital Markets : Investment volume in 2020 should total between $478 billion and $502 billion, on par with the prior two years and one of the strongest years on record. Amid slower economic growth and global uncertainty, U.S. commercial real estate will remain a haven for investment in 2020. Greater investor caution and buyer-seller disconnects on pricing could moderately reduce volume from 2019 levels. Cap rates should be broadly stable, with slight compression for multifamily assets and slight increases for the other major sectors for an average spread of about 260 bps over 10-year Treasury yields next year. Investors should not count on significant appreciation returns, but income returns will remain steady.
Office/Occupier : Demand for office space will remain strong in 2020, with absorption forecast to total 20 million sq. ft. Flexible space will continue to increase its share of total office inventory, albeit at a slower pace. Despite continued positive absorption of office space in 2020, rent growth will slow and vacancy will increase. Leasing activity will remain driven by tech tenants, benefiting markets like San Jose, Austin and Salt Lake City. Flexible office providers will strategically expand their footprint but a drawback by WeWork will significantly slow expansion from previous years. CBRE’s forecast is for 51.1 million sq. ft. in completions, a 70 basis point increase in vacancy and 1.6% rent growth.

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— Industrial and Logistics : Absorption gains will be limited in 2020, with available supply outpacing demand by 20 million to 30 million sq. ft. Nevertheless, rents will rise by 5%. Despite some softening in the industrial & logistics (I&L) market, overall fundamentals will remain strong due to continued e-commerce penetration and demand for logistics space. Rent growth will be driven by newly constructed facilities and infill properties. Although there are potential trade-related risks, resilient consumer spending will buoy the I&L market and mitigate any tariff effects on major hubs relying on port activity.

— Retail : Total U.S. retail sales increased by 3.5% year-over-year in Q3 2019 to $1.57 trillion, however more modest growth is expected in 2020 to $1.55 trillion. Total U.S. retail sales growth is expected to slow in 2020, as consumers become more cautious. Positive net absorption and rent growth in most U.S. markets will be spurred by a lack of new supply and thousands of retail store openings. Malls are benefiting from the refreshing influence of Generation Z’ers, who prefer to shop in stores and are driving traffic back to brick-and- mortar retail. Many retail assets will convert to mixed uses, creating communities and thriving town centers.

— Multifamily : The multifamily vacancy rate will edge up by 20 basis points to 4.5% in 2020, remaining under its long-term average of 5.1%. Multifamily is positioned for continued favorable performance in 2020 but will experience some cooling due to new supply outpacing demand. Completions will match peak levels of recent years. New and potential rent control legislation will remain an industry concern. The best opportunities are in suburban markets, smaller metros and metro leaders, including Austin, Atlanta, Phoenix and Boston.

— Hotel : Performance growth projections for the U.S. hotel industry have been downgraded from 1.6% in 2019 to 1.1% for 2020, according to STR and Tourism Economics’ latest forecast just released at the 11th annual Hotel Data Conference. The previous version of the U.S. hotel forecast released in June of 2019 called for growth in revenue per available room (RevPAR) of 2.0% and 1.9%, respectively. With occupancy at nearly flat levels, average daily rate (ADR) has been the sole driver of RevPAR, the industry standard performance metric. STR and Tourism Economics project a 0.3% decrease in occupancy to 66.1%, a 1.4% lift in ADR to US$133.70 and a 1.1% rise in RevPAR to US$88.40. Occupancy in the U.S. has not declined year over year since 2009. Two Top 25 Markets are projected to report RevPAR growth of 3.0% or higher: Miami and San Francisco. New York is the only of the major markets forecasted for a RevPAR decline. The highest overall rate of RevPAR growth (+1.8%) is expected in the Luxury segment, while the lowest is once again projected among Upscale chains (+0.4%).

— Non-Traditional : Investment in non-traditional commercial real estate property types such as self-storage, data centers, medical office, life sciences, student housing and seniors housing now accounts for a bigger share of overall investment than it used. In 2019, activity on these property types accounted for more than 12 percent of all deal activity vs. less than six percent in 2007. Investment in seniors housing and medical office properties combined typically accounts for roughly half of all activity in alternative CRE property types. The increased interest and buying activity and alternatives have been driven by five primary factors that will continue in 2020 which are:

— Yield Premium : Even with yield compression in recent years, most alternative assets trade at higher cap rates than conventional real estate. For example, seniors housing (excluding nursing care) and student housing had average cap rates of 6.3% and 6.1%, respectively, in 2019 compared with multifamily’ s 5.5%, according to Real Capital Analytics. Similarly, the average cap rates for life sciences and self-storage acquisitions were both about 6.1%.

— Rising Market Demand : The sustained economic expansion over the past 10 years has been a major driver of market demand for alternative assets. Even more powerful, however, have been the structural changes in business, technology, demographics and society leading to significant growth in market demand for most alternatives. The growing use of technology has created near exponential growth in demand for off-site cloud storage and data center facilities. Demand for life sciences facilities and medical office buildings has been rising due to technological advances in medicine, changes in how health care is delivered and an increasingly older population. Self-storage has benefitted from individuals and households having smaller homes or remaining in multifamily housing longer. Demand for seniors housing has not risen dramatically this decade, but this will change over the next decade as baby boomers reach ages traditionally appealing for seniors housing. The average age of a new resident in an independent-living community is the mid-80s and the oldest baby boomer will turn 74 in 2020. However, the oldest baby boomers represent the target market for active-adult and other age-restricted rental housing. Student housing investment opportunity has been driven, in part, by the continued need to update or replace outdated student housing facilities at four-year colleges and universities. Growth in student housing demand, however, has been modest due to flat enrollment nationally. Yet there is wide variation in enrollment, with many colleges bucking national trends and creating good investment opportunities.

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— Expanded Product Availability : The specialty sectors have provided investors with another avenue for investment, particularly important in the competitive U.S. investment landscape over the past several years.

— Portfolio Diversification : Multi-property investors, particularly institutional investors, demand property diversification in their portfolios. Diversification often can be accomplished through the traditional property types, but greater investment in alternatives has provided another avenue, especially with many investors typically overweighed in office and retail and unable to acquire enough industrial & logistics assets to meet goals.

— Transparency : Greater transparency in pricing, market performance and operations provides prospective investors with deeper understanding of specialty sectors and greater comfort in investing in them. Improved transparency should also mitigate risk. While coverage of the specialty sectors is not as rich as for the traditional property sectors, there is a rising number of information and performance measurements. Greater transparency will continue in 2020 and help make the specialty sectors more appealing to investors not thoroughly familiar with the product.

Non-Traditional Sectors of CRE Opportunities:

— Data Centers : New deliveries will increase the primary data center markets’ total inventory by 17.3% in 2019, increasing the competition between certain markets in 2020. The wholesale data center sector continues to evolve as flexibility and agility within IT and real estate strategies drive decisions. Transaction volume remains driven by the adoption of Hybrid IT/ multi-cloud access strategies by users. Adding momentum headed into 2020, network connectivity should remain a critical component of overall IT and real estate decisions. Demand will continue as users right-size and adapt their portfolios to handle current and future technologies, such as high-performance computing (HPC) and 5G.

— Life Sciences/Medical Office : The life sciences sector is at an inflection point. The promise of cell and gene therapies is being delivered to patients; rare diseases, previously believed to be incurable, are on the precipice of real cures. Artificial intelligence (AI) and machine learning approaches are raising expectations that therapy discovery and development may not only be more innovative, but also more time- and cost-effective. Data-driven approaches have the potential to create value across manufacturing, the supply chain, and the entire health care ecosystem. As technology and behavioral science converge, the focus is increasingly shifting to disease prevention. Consumer wearables now have medical-grade sensors, and telemedicine, remote monitoring, and virtual trials are reducing complexity for patients. Medical algorithms and connected devices are delivering data everywhere. In 2020, biopharma and MedTech organizations will be looking for new ways to create value and new metrics to make sense of all the data. As patient-centric models have been adopted within the industry, they are now informing operational approaches and setting the foundation of personalized health care. The human experiences— of patients, the workforce, and ecosystem partners—are interrelated and affect business outcomes. With the goal of creating value for all stakeholders, organizations can aspire to find real value for themselves and their shareholders in the coming year which in turn provides abundant opportunities for CRE companies to finance its real property growth needs. Demand for life sciences facilities and medical office buildings has been rising due to technological advances in medicine, changes in how health care is delivered and an increasingly older population.

— Seniors Housing : Demand for seniors housing has not risen dramatically this decade, but this will change over the next decade as baby boomers reach ages traditionally appealing for seniors housing. The average age of a new resident in an independent-living community is the mid-80s and the oldest baby boomer will turn 74 in 2020. However, the oldest baby boomers represent the target market for active-adult and other age-restricted rental housing.

Student Housing : Student Housing investment opportunity has been driven, in part by the continued need to update or replace outdated student housing facilities at four-year colleges and universities. Growth in student housing demand, however, has been modest due to flat enrollment nationally. Yet there is wide variation in enrollment, with many colleges fucking national trends and creating good investment opportunities.

Loan Production Strategy

We have access to a database of top commercial real estate mortgage bankers nationwide through organizations such as Strategic Alliance Mortgage, LLC (“SAM”), which is a company comprised of the top independently owned commercial real estate mortgage banking firms located throughout the United States. Through SAM, firms utilizes their shared national knowledge to execute superior

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capital market solutions for developers, commercial real estate investors, investment management firms, asset management firms, real estate investment trusts and private real estate equity firms with the goal of utilizing their production networks. We have focused on firms that have experienced loan origination back office staff to ensure our CRE Loan services will be appropriately and professionally marketed. Also, management has a proprietary database of 50 to 100 mortgage bankers to market their CRE Loan products to and generate Loan production internally for consistent deal flow. In addition, we believe that as our operations expand, we always have the opportunity to establish and retain an in-house sales team.

Competition

A number of much larger proven commercial real estate lenders such as JP Morgan Chase, Bank of America, Goldman, Apollo Commercial Real Estate, and RAIT currently have established operations with large balance sheets and back office staff. However, we are a non-banking institution and are not regulated like the larger banks or typical CMBS lenders in that we are not “pigeon-holed” into securitizing our assets. Rather, we elect to use these industry standards and underwriting characteristics to originate loans, to consequently mitigate liquidly-risk (i.e. recapitalization) with the ability to hold these loans on the un-tainted balance sheet in order to garner stable income to yield strong growth and market share. However, as most of these lenders have far longer operating histories and significantly larger financial resources than we do, there can be no assurance given that we can effectively compete.

Employees

We currently have no employees other than our executive officers. As noted above, we intend to rely on third parties retained by us for services in areas such as loan origination and production, credit analysis, underwriting, due diligence, and loan servicing. As our operations grow, we may elect to bring certain, if not all of these services in house.

Properties

Our principal executive offices are located at 200 East Campus View Blvd. Suite 200 Columbus, OH 43235, where we lease space from Omega, our principal stockholder, on a month to month basis at a monthly rent of $95.

Legal Proceedings

Currently there are no legal proceedings pending or threatened against us.  However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.  Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business, results of operations, financial condition and business prospects.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

— have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

— comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

— submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

— disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” until the earliest of (a) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; (c) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three year period; or (d) the last day of the fiscal year ending after the fifth anniversary of our initial public offering, which occurred in 2015. Accordingly, we will cease to be an emerging growth company on December 31, 2020.

Results of Operations

Nine months ended September 30, 2019 as compared to nine months ended September 30, 2018

For the nine months ended September 30, 2019, we generated approximately $78,000 in net investment income, compared to $31,000 in 2018. Net investment income in 2019 resulted from interest income of $78,000, the amortization of loan origination fees of $103,000, offset by the amortization of loan costs of $103,000.   Net investment income in 2018 resulted from interest income of $29,000, the amortization of loan origination fees of $64,000, offset by the amortization of loan costs of $63,000.  We incurred $1,176,517 in operating expenses during the 2019 period, compared to $112,212 in 2018, reflecting our increased level of operations. In 2019, the Company recognized $620,000 of interest on the Jersey Walk Mortgage which was derecognized upon the rescission of the Jersey Walk acquisition in June 2019, and a gain on deconsolidation of $316,744 was recognized. Interest expense for the nine months ended September 30, 2018, was $1,032,216 resulted from the amortization of the discount on redeemable common stock.

The following table provides selected consolidated balance sheet data as of September 30, 2019.

Balance Sheet Data:
Cash $ 12,127
Restricted cash $ 2,509,186
Loan receivable, net of discounts $ 1,391,229
Total assets $ 4,072,479
Total liabilities $ 104,398
Temporary equity $ 2,857,112
Total equity $ 1,060,969

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Year ended December 31, 2018 as compared to year ended December 31, 2017

For the year ended December 31, 2018 we generated approximately $47,000 in investment income, compared to $49,000 in 2018. Net investment income in 2018 resulted from interest income of $27,000, the amortization of loan origination fees of $108,000, offset by the amortization of loan costs of $88,000. Net investment income in 2017 resulted from interest income of $2,000, the amortization of loan origination fees of $5,000, due diligence fees of $5,650 and $12,000 of consulting fees.  We incurred $550,223 in operating expenses during the 2018 period, compared to $393,151 in 2017.

The following table provides selected balance sheet data as of December 31, 2018.

Cash $ 11,286
Restricted cash $ 2,500,099
Loans Receivable – related parties, net of discounts $ 925,178
Loans Receivable, net of discounts $ 173,449
Total assets $ 3,630,680
Current liabilities $ 70,904
Total liabilities $ 70,904
Temporary equity $ 2,839,346
Shareholders' equity $ 720,430

Liquidity and Capital Resources

During the year ended December 31, 2018, Omega, the principal stockholder of the Company, made additional capital contributions to the Company of approximately $321,000. During the three months ended March 31, 2019, Omega, the principal stockholder of the Company, made an additional capital contribution to the Company of $87,100, we sold a ten percent interest in the SPV to Alameda Partners for $1,000,000 and the Company received proceeds of $456,000 from the sale of 30,400 shares of common stock in a direct public offering pursuant to a Registration Statement on Form S-1.

The Company expects to require substantial capital to fully fund and implement its operations. The Company plans to raise such capital through the Offering, from alternative offerings of debt or other securities or through joint venture partnerships. There can be no assurance that the Company can successfully complete its pending direct public offering or consummate alternative offerings of its debt or other securities or joint venture partnerships on favorable terms or otherwise. If such efforts are not successful, then we may be forced to curtail our operations or consider other strategic alternatives. Even if we are successful in raising additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current shareholders.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.  Significant estimates included deferred revenue, costs incurred related to deferred revenue, the useful lives of property and equipment and the useful lives of intangible assets.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes.  Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.  Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year.  In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies.  If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required.  Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

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ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.  For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth the name, age and position of each person who is a director, executive officer or director nominee as of the date of this prospectus.

Name Age Positions and Offices to be Held
Timothy R. Fussell, Ph.D. 53 President, Chairman and director
Todd C. Buxton 50 Chief Executive Officer, Vice Chairman and director
Richard Bennion 55 Director Nominee
Mark Feanny, M.D. 43 Director Nominee
Paul Lydolph III, Esq 47 Director Nominee

Both our current directors and our director nominees bring to our board of directors executive leadership experience derived from their respective business experience. Each of them has demonstrated strong business acumen and an ability to exercise sound judgment and has a reputation for integrity, honesty and adherence to ethical standards. Set forth below is a brief description of the background and business experience of our directors, executive officers and director nominees.

Timothy R. Fussell, Ph.D. has served as Omega’s Executive Vice President of Corporate Business Affairs since July 2016. Dr. Fussell has over thirty years’ experience as a financial strategist, working with both individuals and entities in the financial planning, capital raising and merger and acquisition spheres. In 2012, Dr. Fussell founded Partners South Estate Planning, Inc., a Florida-based financial and estate planning firm and has served as its President since that time, building it into a nationally recognized firm in its field. Since 2006, Dr. Fussell has also served as President of Fussell Insurance and Benefits, LLC, a Florida licensed insurance brokerage which he founded as an adjunct to his financial planning business. For over 20 years prior thereto, Dr. Fussell was a principal of T.R. Fussell, Inc., a North-Carolina-based financial and estate planning firm.

Todd C. Buxton has served as Omega’s Chief Executive Officer since April 2015. Mr. Buxton carries out initiatives to significantly improve the company's strategic operational execution and integration of new and existing subsidiaries with a goal to accelerate profitability, shareholder value and growth for the company. This includes planning the overall strategic business direction and facilitating creative development business models for Omega specifically within the capacity of the Omega's M&A contractual negotiations and internal business contract facilitation for sales transactions, mergers and acquisitions, and capital markets growth strategies. Prior to serving as Omega’s Chief Executive Officer, from 2010 through 2015, Mr. Buxton served in the same capacity for Bentley-Addison Capital Finance, which directly brokered and advised companies as an intermediary for commercial real estate financing opportunities. Mr. Buxton has a strong foundation in the commercial real estate construction management industry and real estate developer/contracting business as well as the information technology field going back to 1992. Overall Mr. Buxton has an entrepreneurial spirit and had owned and directed various successful business ventures in the past.

Richard Bennion will join the Company’s board of directors upon the effectiveness of the registration statement of which this prospectus forms a part . Mr. Bennion has over forty years’ worth of real estate experience in all major asset classes. He founded the first commercial real estate brokerage firm in Utah and soon went on to become a real estate developer. He also founded one of the first commercial property management firms. Both were eventually sold to national firms. An innovator in information technology, he was instrumental in developing early transaction and sales databases in Utah as well as ensuring interoperability of several local multiple listing services for residential brokerages. He has developed, acquired, sold, and repurposed all major asset classes: multi-family, single family residential, self-storage, retail, and office. He also has experience in sales and marketing for large master-planned multipurpose developments and transit-oriented developments. He is known as a creative problem-solver. His academic background is in civil engineering and is currently an Associate Broker for Advent Property Advisors.

Mark Feanny, M.D. , will join the Company’s board of directors upon the effectiveness of the registration statement of which this prospectus forms a part .Dr. Feanny is a licensed physician trained in general and trauma surgery at the Michael E. DeBakey Department of Surgery in the Baylor College of Medicine within the Texas Medical Center in Houston. Nearly a decade ago, Dr. Feanny shifted his primary clinical focus to emergency medicine and in March 2010, founded America’s ER, a recently developed outpatient model providing community-based emergency room services typically only found in hospitals. To improve America’s ER’s competitive advantage in what has become one of the fastest growing sectors in healthcare, Dr. Feanny has taken this Free Standing Emergency Department (FSEDs”) model and improved it by combining the FSED with an urgent care facility, outpatient imaging and

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laboratory as well as a host of other primary care services, all in one location. His “hybrid” facility has captured the attention of the industry and has become the new standard in the FSED marketplace. Dr. Feanny and has served as America’s ER’s Chairman and Chief Executive Officer since founding the company in 2010. FSEDs are either privately owned or can be owned by large healthcare organizations and are located away from traditional hospital campuses. Prior to founding America’s ER, Dr. Feanny, in addition to practicing medicine, was involved in structuring and implementing a variety of physician joint ventured projects, has served as CMO, managing director for numerous corporate entities, has created his own real estate development firm and prior to America’s ER served as CEO of an FSED company founded by one of the original architects of the industry. Dr. Feanny received his M.D. at the University of Texas Medical School and holds a B.S. degree in Neuroscience and Psychology from Texas Christian University.

Paul Lydolph III, Esq , will join the Company’s board of directors upon the effectiveness of the registration statement of which this prospectus forms a part. In 2010, Mr. Lydolph founded the law firm of Lydolph & Weierholt, based in Salt Lake City, Utah where as a partner of that firm, he practices primarily equity fund formation, compliance, commercial closings, asset protection and litigation law. Mr. Lydolph also contemporaneously founded Traveling Title, LLC, a related title firm, where he as also served as a principal since 2010. In 2018, Mr. Lydolph founded and has served since that time as a principal of Accredited Offering, which invests in large real estate projects. From July 2011 to January 2013, Mr. Lydolph served as in-house counsel and compliance officer for Treasury Vault, LLC, a U.S. Treasury Department registered currency exchange company, precious metals dealer and provider of Fort Knox high-end residential safes and vaults. While at Treasure Vault, LLC, Mr. Lydolph was responsible for implementation and compliance with the numerous regulatory policies, processes and requirements applicable to its business, including bank account security, know your client and anti-money laundering policies. Mr. Lydolph holds a B.A. degree in history from Santa Clara University, a J.D. from the University of Miami Law School and an LL.M. in commercial law from the University of Auckland.

Terms of Office

Our directors are appointed for a one-year term to hold office until the next annual meeting of our stockholders and until a successor is appointed and qualified, or until their removal, resignation, or death.  Executive officers serve at the pleasure of the board of directors.

Board Committees and Independence

Subject to and effective upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors has established three standing committees, an audit committee, a compensation committee and a nominating and corporate governance committee. Mr. Bennion, Dr. Feanny and Mr. Lydolph will be the members of each of the committees. Our board of directors has determined that each of these three directors is “independent” within the meaning of the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market.

Our board of directors has determined that Mr. Lydolph qualifies as an “audit committee financial expert” as the term is defined by the applicable rules and regulations of the SEC and the Nasdaq Stock Market listing standards, based on his business and management experience. At the time of the listing of our common stock and warrants for trading on the Nasdaq Capital Market, we will be required to certify to the Nasdaq Stock Market, that our audit committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Audit Committee

The audit committee assists the Alpha Investment’s board of directors in its oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, including (a) the quality and integrity of the Company’s financial statements; (b) the Company’s compliance with legal and regulatory requirements; (c) the independent auditors’ qualifications and independence; and (iv) the performance of our Company’s internal audit functions and independent auditors, as well as other matters which may come before it as directed by the board of directors. Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;

discuss the annual audited financial statements and the quarterly unaudited financial statements with management and the independent auditor prior to their filing with the SEC in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;

review with the Company’s financial management on a period basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company;

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monitor the Company’s policies for compliance with federal, state, local and foreign laws and regulations and the Company’s policies on corporate conduct;

maintain open, continuing and direct communication between the board of directors, the audit committee and our independent auditors; and

monitor our compliance with legal and regulatory requirements and shall have the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act, as may be warranted.

Mr. Lydolph will be the chairperson of the audit committee.

Compensation Committee

The compensation committee aids our board of directors in meeting its responsibilities relating to the compensation of the Company’s executive officers and to administer all incentive compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired by directors, executive officers, employees and consultants. Further, the compensation committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

review periodically the Company’s philosophy regarding executive compensation to (a) ensure the attraction and retention of corporate officers; (b) ensure the motivation of corporate officers to achieve the Company’s business objectives, and (c) align the interests of key management with the long-term interests of our shareholders;

review and approve corporate goals and objectives relating to Chief Executive Officer compensation and other executive officers of the Company;

make recommendations to the board of directors regarding compensation for non-employee directors, and review periodically non-employee director compensation in relation to other comparable companies and in light of such factors as the compensation committee may deem appropriate; and

review periodically reports from management regarding funding the Company’s pension, retirement, long-term disability and other management welfare and benefit plans.

Dr. Feanny will be the chairperson of our compensation committee.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee recommends to the board of directors individuals qualified to serve as directors and on committees of the board of directors to advise the board of directors with respect to the board of directors composition, procedures and committees to develop and recommend to the board of directors a set of corporate governance principles applicable to the Company; and to oversee the evaluation of our board of directors and management.

Further, the nominating and corporate governance committee, to the extent it deems necessary or appropriate, among its several other responsibilities shall:

recommend to the board of directors and for approval by a majority of independent directors for election by shareholders or appointment by the board of directors as the case may be, pursuant to our bylaws and consistent with the board of directors’ criteria for selecting new directors;

review the suitability for continued service as a director of each member of the board of directors when his or her term expires or when he or she has a significant change in status;

review annually the composition of the board of directors and to review periodically the size of the board of directors;

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make recommendations on the frequency and structure of board of directors’ meetings or any other aspect of procedures of the board of directors;

make recommendations regarding the chairmanship and composition of standing committees and monitor their functions;

review annually committee assignments and chairmanships;

recommend the establishment of special committees as may be necessary or desirable from time to time; and

develop and review periodically corporate governance procedures and consider any other corporate governance issue.

Mr. Bennion will be the chairperson of the nominating and corporate governance committee.

Code of Ethics

We have adopted a Code of Ethics that applies to employees, including our principal executive officer, principal financial officer, or persons performing similar functions.

Board of Directors Role in Risk Oversight

Members of the board of directors have periodic meetings with management and the Company’s independent auditors to perform risk oversight with respect to the Company’s internal control processes. The Company believes that the board’s role in risk oversight does not materially affect the leadership structure of the Company .

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EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by or paid to our executive officers for 2019, 2018, and 2017.

SUMMARY COMPENSATION TABLE

Name and

principal position

Year

Salary

($)

Bonus

($)

Stock

Awards

(#)

Option

Awards

(#)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Todd C. Buxton, 2019 0 0 0 0 0 0 0 0
CEO (1) 2018 0 0 0 0 0 0 0 0
2017 $ 5,000 0 0 0 0 0 0 $ 5,000
Timothy R. Fussell, 2018 0 0 0 0 0 0 0 0
President (1) 2017 0 0 0 0 0 0 0 0
2016 0 0 0 0 0 0 0 0

Employment Agreements

The Company is presently not party to an employment agreement with either of its executive officers.

Outstanding Equity Awards at Fiscal Year-End Table

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards outstanding as of December 31, 2019 for our executive officers.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS STOCK AWARDS
Name

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number of

Shares or

Shares of

Stock That

Have Not

Vested

(#)

Market

Value of

Shares or

Shares of

Stock That

Have Not

Vested

($)

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Shares

or Other Rights

That Have Not

Vested

(#)

Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares,

Shares or

Other Rights

That Have

Not Vested

(#)

Todd C. Buxton, CEO 0 0 0 0 0 0 0 0 0
Timothy R. Fussell 0 0 0 0 0 0 0 0 0

Compensation of Directors Table

The table below summarizes all compensation paid for our last completed fiscal year to each of our directors.

DIRECTOR COMPENSATION

Name

Fees Earned

or

Paid in Cash

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Non-Qualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Todd C. Buxton 0 0 0 0 0 0 0
Timothy R. Fussell ) 0 0 0 0 0 0 0

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Narrative Disclosure to the Director Compensation Table

We currently do not compensate our directors for their services as such. Upon completion of this Offering, we intend to establish a compensation plan for our “independent” directors consisting of stock option awards or a combination of cash and stock option awards, depending on our financial resources.

Incentive Plan

Our Incentive Plan provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants.  Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying Shares as determined pursuant to the Incentive Plan, restricted stock awards, other stock based awards, or any combination of the foregoing.  The Incentive Plan is administered by the board of directors.  5,000,000 Shares are reserved for issuance pursuant to the exercise of awards under the Incentive Plan.  The number of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the Incentive Plan is equal to 15% of our issued and outstanding common stock. As of the date of this prospectus, we have granted restricted stock awards of 3,625,000 Shares to six consultants and 1,375,000 shares are available for issuance.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group.  Unless otherwise stated, the address of the persons set forth in the table is c/o the Company, 200 East Campus View Blvd., Suite 200, Columbus, OH 43235.

Number of Shares Percentage of Class
Name of beneficial owner or identity of group of Common Stock Before Offering After Offering (1)
Directors and executive officers:
Timothy R. Fussell, Ph.D. 0 (2) 0.0 0.0
Todd C. Buxton 0 (2) 0.0 0.0
All executive officers and directors as a group (five persons) 0 (2) 0.0 0.0
Other 5% percent beneficial owners:
Omega Commercial Finance Corp. (3) 35,550,000 88.0 48.2
33Capital Street LLC 2,244,200 (4) 5.6 (5)

The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the SEC, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security.

(1) Assumes the sale of all [•] Shares in the Offering.

(2) Does not include 35,550,000 Shares held by Omega.  The director and executive officer is also an executive officer of Omega but does not have voting or dispositive control over such Shares and accordingly, disclaims beneficial ownership of those Shares.

(3) The persons deemed voting or dispositive control over the Shares held by Omega are Jon S. Cummings IV, Chairman of Board, director and the majority shareholder of Omega, Mark Feanny, MD, a director of Omega and Clarence Williams, a director of Omega.

(4) Includes 1,250,000 “restricted” Shares awarded to Erika L. Hasty under our Incentive Plan. Erika L. Hasty is the managing member of 33 Capital Street LLC and exercises voting and dispositive control over the Shares held by 33 Capital Street LLC.

(5) Less than 1%.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

During the years ended December 31, 2019 and December 31, 2018 and the nine months ended September 30, 2019 and 2018, Omega, the principal stockholder of the Company, made additional capital contributions to the Company of $87,100, $320,990, $, $87,100 and $320,990, respectively. The capital contributions were classified as additional paid-in capital.

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On August 28, 2017, the Company entered into two loan agreements with companies owned by Timothy R. Fussell, President, Chairman of the Board and a director of the Company.  The first agreement, with Partners South Holdings LLC (“PSHL”), provides for a revolving line of credit in the maximum principal sum of $3,600,000 for the purpose of financing real property construction costs and working capital needs.  The line of credit is secured by a pledge of all the limited liability company membership interests of PSHL.  The maturity date of the line of credit is August 31, 2022 at which time the entire then outstanding principal balance plus accrued interest thereon is due and payable.  The fixed interest rate on the loan is 3.5% to be paid quarterly on the first day of each calendar. As of September 30, 2019, no amounts had been advanced under this line of credit. Origination fees of $180,000 due to the Company have been added to the outstanding balance due on the line of credit.  As of September 30, 2019, the loan receivable balance was $657,500.

The second agreement, with Partners South Properties Corporation (“PSPC”), provides for a revolving line of credit in the maximum principal sum of $5,000,000 for the purpose of financing real property construction costs and working capital needs.  The line of credit is secured by a pledge of all the capital stock of PSPC. The maturity date of the line of credit is August 31, 2022 at which time the entire then outstanding principal balance plus accrued interest thereon is due and payable.  The fixed interest rate on the line of credit is 3.5% to be paid quarterly on the first day of each calendar quarter.  As of September 30, 2019, the loan receivable balance was $250,000.

The Company believes that the terms of the lines of credit with PSHL and PSPC are comparable to the terms of lines of credit which ALPC would offer to non-affiliated third-party borrowers.

Review, Approval and Ratification of Related Party Transactions

The Company does not have a policy that expressly prohibits its directors, officers, independent directors, principal stockholders or their respective affiliates from engaging for their own account in business activities of the types conducted by the Company. The Company’s code of business conduct and ethics contains a conflict of interest policy that prohibits our directors and executive officers, or whoever provides services to the Company, from engaging in any transaction that involves an actual conflict of interest with the Company, provided , however , that when the Company adds independent directors to its board upon completion of this offering, any such conflict may be waived by a majority vote of independent directors. In the event the Company’s common stock is listed on the Nasdaq Stock Market, it will be required to comply with any additional Nasdaq rules and policies regarding affiliate transactions.

DESCRIPTION OF CAPITAL STOCK

Capital Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 and 20,000,000 shares of preferred stock, par value $0.0001.

Common Stock

As of the date of this prospectus, 43,461,068 shares of common stock are issued and outstanding.  The shares of common stock presently outstanding are, and the Shares being offered and sold in the Offering, when issued and paid for as contemplated herein, will be, fully paid and non-assessable.  Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders.  In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding.  The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions.

Holders of common stock are entitled to receive dividends, if and when declared by the board of directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

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Preferred Stock

General

Our board of directors has the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences and the number of shares constituting any series or the designation of such series.  While our Certificate of Incorporation and bylaws do not contain any provisions that may delay, defer or prevent a change in control, the issuance of preferred stock may have the effect of delaying or preventing a change in control or make removal of our management more difficult. [As of the date of this prospectus, the Company has outstanding, 24,000 shares of Series 2018 Preferred Stock and 1,000 shares of Series A Convertible Preferred Stock.]

Series 2018 Preferred Stock

The Series 2018 Preferred Stock was sold, together with warrants to purchase 504,000 Shares, in November 2017, to a single accredited investor in a private transaction for $360,000. The Series 2018 Preferred Stock does not have dividend or voting rights but is mandatorily redeemable at the option of the Company (unless converted as set forth below), on the tenth anniversary of issuance at a redemption price of $15.00 per share. Each share of Series 2018 Preferred Stock may, at the option of the holder, be converted at any time prior to redemption into two shares of the Company’s common stock (subject to adjustment for stock splits, stock dividends and similar recapitalization transactions). In the event of liquidation, the Series 2018 Preferred Stock shares ratably in the assets of the Company available for distribution to stockholders.

Series A Convertible Preferred Stock

The Series A Preferred Convertible Stock, which was sold in January 2018 to a single investor in a private transaction for $15.00 per share does not have dividend or voting rights but is mandatorily redeemable by the Company (unless converted as set forth below) on the fifth anniversary of issuance at a redemption price of $15.00 per share. Each share of Series A Convertible Preferred Stock may, at the option of the holder, be converted at any time prior to redemption into two shares of the Company’s common stock (subject to adjustment for stock splits, stock dividends and similar recapitalization transactions). In the event of liquidation, the Series A Convertible Preferred Stock shares ratably in the assets of the Company available for distribution to stockholders.

Warrants

In November 2018, the Company issued warrants to purchase 504,000 Shares in connection with the sale of 24,000 shares of Series 2018 Preferred Stock. The Warrants are exercisable for a period of five years from issuance at an exercise price of $15.00 per Share but may also be exercised on a “cashless” basis. The exercise price of the warrants is subject to adjustment for stock splits, stock dividends and similar recapitalization transactions.

SHARES ELIGIBLE FOR FUTURE SALE

Currently all 43,461,068 [TO BE VERIFIED]shares of our common stock outstanding as of the date of this prospectus and not covered by this Registration Statement, are eligible for sale in the public market from time to time thereafter pursuant to Rule 144 under the Securities Act, and in some cases, subject to the volume and other restrictions of Rule 144. The sale of a significant number of shares of our common stock in the public market or the perception that such sales may occur could significantly reduce the market price of our common stock.

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six (6) months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

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A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six (6) months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock reported through Nasdaq or such other market on which our shares of common stock are listed for trading during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

UNDERWRITING

Aegis Capital Corp. (the “underwriter”) is the representative of the underwriters. We have entered into an underwriting agreement dated [•], 2020 with the underwriter. Pursuant to the terms and subject to the conditions contained in the underwriting agreement, we have agreed to sell to the underwriter, and the underwriter has agreed to purchase from us, the respective number of shares of common stock set forth opposite its name below:

Underwriter

Number of

Shares

Aegis Capital Corp. [•]

The underwriter is committed to purchase all the shares of common stock offered by us other than those covered by the option to purchase additional shares described below, if it purchases any shares. The obligations of the underwriter may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriter’s obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriter of officers’ certificates and legal opinions.

The underwriter is offering the common stock, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by its counsel and other conditions specified in the underwriting agreement. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The underwriter proposes to offer the common stock offered by us to the public at the public offering price set forth on the cover of this prospectus. In addition, the underwriter may offer some of the common stock to other securities dealers at such price less a concession of $[•] per share. After the initial offering, the public offering price and concession to dealers may be changed.

We have granted the underwriter an over-allotment option. This option, which is exercisable for up to 45 days after the date of the closing of the Offering, permits the underwriter to purchase a maximum of [•] additional shares of common stock from us to cover over-allotments (equal to 15% of the total number of shares of common stock sold in this Offering). If the underwriter exercises all or part of this option, it will purchase shares of common stock covered by the option at the public offering price that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total price to the public will be approximately $[•] and the total proceeds to us will be $[•].

Discounts, Commissions and Expenses

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriter of its over-allotment option.

Total
Per Share Without Over-Allotment With Over-Allotment
Public offering price $ $ $
Underwriting discount (8%) $ $ $
Non-accountable expense allowance (1%) (1) $ $ $
Proceeds, before expenses, to us $ $ $

(1) The non-accountable expense allowance of 1% is not payable with respect to shares sold upon exercise of the underwriter’s over-allotment option.

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We have agreed to pay an advance of $125,000 to the underwriter, which will be applied against the actual out-of-pocket accountable expenses that will be paid by us to the underwriters in connection with this Offering and will be reimbursed to us to the extent not incurred, of which $[•] has been paid as of the date hereof.

We have also agreed to pay all expenses relating to the Offering, including (a) all filing fees and expenses relating to the registration of the shares to be sold in the Offering (including shares sold upon exercise of the underwriter’s over-allotment option) with the Securities and Exchange Commission; (b) all fees associated with the review of the Offering by FINRA and all fees and expenses relating to the listing of such shares on The Nasdaq Capital Market; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the “blue sky” securities laws designated by the underwriter; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the underwriter; (e) transfer and/or stamp taxes, if any, payable upon the transfer of the shares from the Company to the underwriter; (f) fees and expenses of our accountants; and (g) fees and expenses of the underwriter, including underwriter’s legal counsel, not to exceed $250,000.

In addition, we have agreed to issue to the underwriter or its designees at the closing, warrants to purchase [•] shares of common stock (“Underwriter’s Warrants”). The Underwriter’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four-year period commencing one year from the closing, at a price per share equal to $[•]. The Underwriter’s Warrants will provide for registration rights and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) consistent with FINRA Rule 5110, and further, the number of shares underlying the Underwriter’s Warrants shall be reduced if necessary to comply with FINRA rules or regulations.

We estimate that the total expenses of the Offering, excluding underwriting discounts, will be approximately $[•].

Indemnification

Pursuant to the underwriting agreement, we have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the underwriters or such other indemnified parties may be required to make in respect of those liabilities.

Lock-Up Agreements

Pursuant to certain “lock-up” agreements, (a) our executive officers and directors as of the pricing date of the Offering, have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the company without the prior written consent of the underwriter, for a period of 180 days from the date of the Offering, and (b) we, and any successor, have agreed, subject to certain exceptions, not to for a period of 180 days from the date of the pricing of the Offering (1) offer, sell or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or (2) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. The exceptions permit, among other things and subject to restrictions, the issuance of common stock upon the exercise of outstanding stock options and warrants or other outstanding convertible securities.

Electronic Distribution

This prospectus may be made available in electronic format on websites or through other online services maintained by the underwriters or by their affiliates. In those cases, prospective investors may view offering terms online and prospective investors may be allowed to place orders online. Other than this prospectus in electronic format, the information on the underwriters’ websites or our website and any information contained in any other websites maintained by the underwriters or by us is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter, and should not be relied upon by investors.

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Other Relationships

The underwriter and its affiliates have provided, and may in the future provide, various investment banking, commercial banking and other financial services for us and our affiliates for which they have received, and may in the future receive, customary fees; however, except as disclosed in this prospectus, we have no present arrangements with the underwriter for any further services.

Price Stabilization, Short Positions and Penalty Bids

In connection with the Offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act:

· Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

· Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

· Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. A naked short position occurs if the underwriters sell more shares than could be covered by the over-allotment option. This position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the Offering.

· Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be discontinued at any time.

Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our shares of common stock. In addition, neither we nor the underwriters make any representation that the underwriter will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

Passive market making

In connection with this Offering, the underwriter and selling group members may engage in passive market making transactions in our common stock on the Nasdaq Stock Market, LLC marketplace in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded.

42

Offer restrictions outside the United States

Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

LEGAL MATTERS

The validity of the common stock being offered hereby has been passed upon by Gutiérrez Bergman Boulris, PLLC, Coral Gables, Florida. Nelson Mullins Riley & Scarborough LLP, Washington, D.C., has acted as counsel for the Underwriter in connection with the Offering.

EXPERTS

The audited financial statements for the years ended December 31, 2018 and December 31, 2017, included in this prospectus and elsewhere in the registration have so been included in reliance upon the report of Soles, Heyn & Company, LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said report.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company.  You may inspect our registration statement and exhibits, as well as periodic reports, proxy statements and other documents that we file electronically with the SEC, on the SEC’s web site at http://www.sec.gov.

DISCLOSURE OF SEC POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

In accordance with the provisions in our Certificate of Incorporation, we indemnify officers, directors, or former officers or directors, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

43

ALPHA INVESTMENT INC.

INDEX TO FINANCIAL STATEMENTS

Page
Audited Financial Statements:
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheets as of December 31, 2018 and 2017 F-2
Consolidated Statements of Operations for the years ended December 31, 2018 and 2017 F-3
Consolidated Statements of Changes in Equity for the years ended December 31, 2018 and 2017 F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017 F-5
Notes to Consolidated Financial Statements F-6

Unaudited Financial Statements:

Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018 (unaudited) F-17
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited) F-18
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (unaudited) F-20
Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2019 and 2018 (unaudited) F-21

44

F- 1

Alpha Investment Inc.

Consolidated Balance Sheets

As of As of
December 31, December 31,
2018 2017
ASSETS
Current Assets:
Cash $ 11,286 $ 44,404
Restricted cash held in escrow 2,500,099 2,500,000
Interest receivable 19,167 432
Total Current Assets 2,530,552 2,544,836
Other Assets:
Loans receivable - related party, net of discounts 925,178 927,842
Loans receivable, net of discounts 173,449
Total Other Assets 1,098,627 927,842
Property and Equipment, net:
Furniture and Equipment, net 1,501 1,876
Total Property and Equipment, net 1,501 1,876
TOTAL ASSETS $ 3,630,680 $ 3,474,554
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 70,391 $ 51,221
Contract liability 513 513
Total Current Liabilities 70,904 51,734
Total Liabilities 70,904 51,734
Redeemable Common Stock, net of discount; ($0.0001 par value), 100,000,000 shares authorized, 166,667 shares issued and outstanding as of December 31, 2018 and 2017 2,500,000 1,575,281
Series 2018 Convertible Preferred Stock, net of discount ($0.0001 par value), 100,000 shares authorized; 44,000 shares issued and outstanding as of December 31, 2018 and 2017 452,346 128,656
Subscription receivable (113,000 ) (113,000 )
2,839,346 1,590,937
Stockholders' Equity:
Preferred stock ($0.0001 par value), 20,000,000 shares
Series A Convertible Preferred stock ($15.00 par value), 100,000 shares authorized; 1,167 and -0- shares issued and outstanding as of December 31, 2018 and 2017, respectively 17,505 2,505
Common stock, ($0.0001 par value), 100,000,000 shares authorized; 40,239,333 shares issued and outstanding as of December 31, 2018 and 2017 4,024 4,024
Additional paid-in capital 2,980,118 2,474,734
Accumulated deficit (2,281,217 ) (649,380 )
Total Equity 720,430 1,831,883
Non-controlling interest in variable interest entities
Total Stockholders' Equity 720,430 1,831,883
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,630,680 $ 3,474,554

The accompanying notes are an integral part of these consolidated financial statements.

F- 2

Alpha Investment Inc.

Consolidated Statements of Operations

Year Ended Year Ended
December 31, December 31,
2018 2017
Income:
Net investment income - related parties $ 46,799 $ 48,646
Total Income 46,799 48,646
General and Administrative Expenses:
Management fee - related party 150,000
Officer compensation paid with preferred stock 300,000
Administrative expenses 140,093 94,845
Professional fees 110,130 148,306
Total General and Administrative Expenses 550,223 393,151
Loss from Operations (503,424 ) (344,505 )
Other Expense:
Interest expense (1,104,724 ) (240,427 )
Total Other Expense (1,104,724 ) (240,427 )
Net Loss $ (1,608,148 ) $ (584,932 )
Amortization of discounts on Series 2018 preferred stock and redeemable common stock (23,689 ) (1,974 )
Net Loss Attributable to Non-controlling Interests
Net Loss Attributable to Common Stockholders $ (1,631,837 ) $ (586,906 )
Basic and Diluted Loss Per Share $ (0.04 ) $ (0.02 )
Basic and Diluted Weighted Average Number of Common Shares Outstanding 40,402,667 38,522,432

The accompanying notes are an integral part of these consolidated financial statements.

F- 3

Alpha Investment Inc.

Consolidated Statement of Changes in Shareholders' Equity (Deficit)

For the Years Ended December 31, 2018 and 2017

Series A Convertible Additional
Common Stock Preferred Stock Paid-in Accumulated
Shares Amount Shares Amount Capital Deficit Total
Balance, December 31, 2016 36,550,000 $ 3,655 $ $ 850 $ (62,474 ) $ (57,969 )
Debt Forgiveness from related party 55,715 55,715
Stockholder contribution 25,000 25,000
Sale of Common Stock 64,333 6 976,994 977,000
Common stock issued for services 3,625,000 363 14,137 14,500
Issuance of warrants with sale of preferred stock 236,897 236,897
Issuance of warrants with sale of redeemable common stock 1,165,146 1,165,146
Issuance of warrants with sale of redeemable common stock
Proceeds from the sale of preferred stock 167 2,505 (5 ) 2,500
Amortization of discounts on Series 2018 preferred stock (1,974 ) (1,974 )
Net loss for the year ended December 31, 2017 (584,932 ) (584,932 )
Balance, December 31, 2017 40,239,333 4,024 167 2,505 2,474,734 (649,380 ) 1,831,883
Stockholder contribution 320,990 320,990
Sale of preferred stock 1,000 15,000 15,000
Issuance of Parent Company Stock for extension of common stock repurchase obligation 184,394 184,394
Amortization of discount on redeemable preferred stock (23,689 ) (23,689 )
Net loss (1,608,148 ) (1,608,148 )
Balance, December 31, 2018 40,239,333 $ 4,024 1,167 $ 17,505 $ 2,980,118 $ (2,281,217 ) $ 720,430

The accompanying notes are an integral part of these consolidated financial statements.

F- 4

Alpha Investment Inc.

Consolidated Statements of Cash Flows

Year Ended Year Ended
December 31, December 31,
2018 2017
Cash Flows from Operating Activities:
Net loss $ (1,608,148 ) $ (584,932 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Common stock issued for services 14,500
Depreciation Expense 375
Accretion of origination fee income (3,385 ) (5,342 )
Amortization of discount on redeemable common stock 1,109,113 240,427
Issuance of preferred stock for officer compensation 300,000
Changes in operating assets and liabilities:
Increase in interest receivable (18,834 ) (432 )
Increase (Decrease) in accounts payable 19,270 45,585
Increase in contract liability 700,600 513
(Increase) in accounts receivable
Net cash provided by (used in) operating activities 498,992 (289,681 )
Cash Flows from Investing Activities:
Advances on construction loan (868,000 )
Investments in notes receivable (502,500 )
Payment of issuance costs related to notes receivable (420,000 )
Purchase property and equipment (1,877 )
Net cash used in investing activities (868,000 ) (924,377 )
Cash Flows from Financing Activities:
Proceeds from notes payable-related party 3,000
Proceeds from stockholder contribution 320,990 25,000
Proceeds from the sale of common stock 3,479,500
Proceeds from the sale of preferred stock 15,000 250,580
Net cash provided by financing activities 335,990 3,758,080
Net increase (decrease) in cash (33,018 ) 2,544,022
Cash at beginning of year 2,544,404 382
Cash and restricted cash at end of year $ 2,511,386 $ 2,544,404
Supplemental Disclosure of Cash Flow Information:
Cash paid during year for:
Interest $ $
Income Taxes $ $
Schedule of Non-Cash Investing and Financing Activities:
Forgiveness of stockholder debt $ $ 55,715
Issuance of warrants with common stock $ $ 1,165,146
Issuance of warrants with preferred stock $ $ 236,897
Issuance of warrants for extension of common stock redemption date $ 184,394 $ 1,165,146

The accompanying notes are an integral part of these consolidated financial statements.

F- 5

Alpha Investment Inc.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2018 and 2017

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Corporate History

Alpha Investment Inc, formerly GoGo Baby, Inc. (the “Company”) was incorporated on February 22, 2013 under the laws of the State of Delaware to develop, create, manufacture and market, toys for small children which would be designed to attach to car seats and amuse and entertain children during a drive, without distracting the attention of the driver. The Company, however, encountered significant constraints in raising sufficient capital to fully implement its business plan.

On March 17, 2017, Omega Commercial Finance Corp. (“Omega”) purchased all 35,550,000 outstanding “restricted” shares of the Company’s common stock (the “Control Share Sale”) from Malcolm Hargrave (35,000,000 shares), DTH International Corporation (500,000 shares) and Lisa Foster (50,000 shares) for aggregate consideration of $295,000. The Control Share Sale was consummated in a private transaction pursuant to a common stock purchase agreement entered between Omega and Mr. Hargrave, acting individually and on behalf of the other selling stockholders. Upon completion of the Control Share Sale, a “Change in Control” of the Company took place and the Company became a subsidiary of Omega. The Company did not elect to apply push-down accounting. In connection therewith, Mr. Hargrave resigned as the Company’s sole director and officer and Omega, as the new majority stockholder of the Company, elected Timothy R. Fussell, Ph.D. as President, Chairman of the Board and a director and Todd C. Buxton, Omega’s Chief Executive Officer, as Chief Executive Officer, Vice Chairman of the Board and a director.

In addition to the foregoing, new management elected to shift the focus of the Company’s business to real estate [and other commercial lending], which they believed offered better opportunities for shareholder growth. In connection therewith, on March 30, 2017, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State changing its name from “Gogo Baby, Inc.” to “Alpha Investment Inc.” to better reflect the new business focus.   The name change and a corresponding change in the Company’s OTC markets trading symbol from GGBY to ALPC received approval from FINRA and became effective as of April 19, 2017.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 periods presented. The Company is required to make judgments and estimates about the effect of matters that are inherently uncertain. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, deferred income tax asset valuations and loss contingences. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

Restricted Cash Held in Escrow

The Company has $2,500,099 of restricted cash held in escrow from the sale of common stock to an investor that has the right to require the Company to repurchase the common stock for $2,500,000 through June 2019.

F- 6

Loans Receivable, net

The Company records its investments in loans receivable at cost less unamortized costs of issuance and deferred origination fees. Origination fees collected at the time of investment are recorded against the loans receivable and amortized into net interest income over the lives of the related loans. Issuance costs incurred are capitalized along with the initial investment and amortized against net interest income over the lives of the related loans.

When a loan is placed on non-accrual status, the related interest receivable is reversed against interest income of the current period. If a non-accrual loan is returned to accrual status, the accrued interest existing at the date the commercial real estate loan is placed on non-accrual status and interest during the non-accrual period are recorded as interest income as of the date the loan no longer meets the non-accrual criteria.

Allowance for Loan Losses

The Company maintains an allowance for loan losses on its investments in real estate loans for estimated credit impairment.  Management’s estimate of losses is based on a number of factors including the types and dollar amounts of loans in the portfolio, adverse situations that may affect the borrower’s ability to repay, prevailing economic conditions and the underlying collateral securing the loan.  Additions to the allowance are provided through a charge to earnings and are based on an assessment of certain factors, which may indicate estimated losses on the loans.  Actual losses on loans are recorded first as a reduction to the allowance for loan losses.  Generally, subsequent recoveries of amounts previously charged off are recognized as income.

Estimating allowances for loan losses requires significant judgment about the underlying collateral, including liquidation value, condition of the collateral, competency and cooperation of the related borrower and specific legal issues that affect loan collections or taking possession of the property.  Management determined that no allowance for loan losses was necessary as of December 31, 2018.

Property and Equipment

Property and equipment are stated at cost. Equipment and fixtures are depreciated using the straight-line method over the estimated asset lives, 5 years.

Income Taxes

The Company accounts for its income taxes in accordance with FASB Accounting Standards Codification (“ASC”) No. 740, "Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Accounting for Uncertainty in Income Taxes

The Company applies the provisions of ASC Topic 740-10-25, Income Taxes – Overall – Recognition (“ASC Topic 740-10-25”) with respect to the accounting for uncertainty of income tax positions. ASC Topic 740-10-25 clarifies the accounting for uncertainty in income taxes recognized in a company’s consolidated financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As December 31, 2018, tax years since 2013 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years.

Revenue Recognition and Investment Income

Origination fees collected at the time of investment are recorded against the loans receivable and amortized into net interest income over the lives of the related loans. Issuance costs incurred are capitalized along with the initial investment and amortized against net interest income over the lives of the related loans.

F- 7

When a loan is placed on non-accrual status, the related interest receivable is reversed against interest income of the current period. If a non-accrual loan is returned to accrual status, the accrued interest existing at the date the commercial real estate loan is placed on non-accrual status and interest during the non-accrual period are recorded as interest income as of the date the loan no longer meets the non-accrual criteria.

The Company suspends recognizing interest income when it is probable that the Company will be unable to collect all payments according to the contractual terms of the underlying agreements. Management considers all information available in assessing collectability. Collectability is measured on a receivable-by-receivable basis by either the present value of estimated future cash flows discounted at the effective rate, the observable market price for the receivable or the fair value of the collateral if the receivable is collateral dependent. A receivable is charged off when in the Company's judgment, the receivable or portion of the receivable is considered uncollectible.

Payments received on past due receivables and finance receivables the Company has suspended recognizing interest income on are applied first to principal and then to accrued interest. Interest income on past due receivables and finance receivables, if received, is recorded using the cash basis method of accounting. Additionally, the Company generally does not resume recognition of interest income once it has been suspended.

Variable Interest Entity

The Company holds a 10% interest in Paris Med, of which the remaining 90% interest is held by Omega.  Through December 31, 2018, the Company has provided 100% of the funding to Paris Med, which has provided a construction loan to a third party. This loan receivable is the sole asset of Paris Med.  The Company determined that Paris Med was a variable interest entity based on various qualitative and quantitative factors including but not limited to 1) financing of Paris Med’s sole asset was received by the Company, which is disproportionate to the Company’s ownership interest and 2) the Company and Omega, a related party, organized the entity for the purpose of facilitating the Company’s activities.  As of December 31, 2018, the Company is considered the primary beneficiary because it has provided substantially all of its financial support and is the only party at risk.  As of December 31, 2018, Paris Med has total assets of $558,000, consisting solely of advances made pursuant to its third party construction loan agreement, and had no liabilities.  See Note 3.  For the year ended December 31, 2018, Paris Med had no activity other than the advancement of amounts pursuant to the construction loan.  The Company will evaluate its investments in Paris Med each reporting period to determine if it is still the primary beneficiary, and if no longer considered the primary beneficiary, deconsolidate Paris Med in the period in which circumstances change or events occur causing a change in its assessment. The Company has not attributed any of its net loss or equity to non-controlling interest because Paris Med’s sole asset is amounts owed to the Company, which is eliminated in consolidation, and there was no material income earned or losses incurred to date by Paris Med.

Fair Value

The carrying amounts reported in the balance sheet for cash and accounts payable approximate their estimated fair market value based on the short-term maturity of this instrument. The carrying value of the Company’s loans receivable approximate fair value because their terms approximate market rates.

Net Loss Per Share

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the year. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. In addition to 166,667 shares of redeemable common stock classified as temporary equity, 350,000 shares underlying common stock warrants were excluded from the computation of diluted loss per share for the years ended December 31, 2018 and 2017, because their impact was anti-dilutive.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and loans receivable. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2018. As of December 31, 2018, 52% of the Company’s net loans receivables are with related parties.

F- 8

Recently Issued Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.

On January 1, 2018, the Company adopted the Accounting Standard Update (“ASU”) 2014-09 – Revenue From Contracts with Customers , which did not have a significant impact on its results of operations.

The Company's revenue is mainly derived from interest income on our investments in our loan receivable portfolio, which are not impacted by this standard.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825- 10), Recognition and Measurement of Financial Assets and Financial Liabilities . The provisions of the update require equity investments to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment. The update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. It also eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. ASU No. 2016-01 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The update requires separate presentation of financial assets and financial liabilities by category and form on the balance sheet or the accompanying notes to the financial statements. In addition, the update clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For an emerging growth company, the amendments in the update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), Conforming Amendments Related to Leases . This ASU amends the codification regarding leases in order to increase transparency and comparability. The ASU requires companies to recognize lease assets and liabilities on the statement of condition and disclose key information about leasing arrangements. A lessee would recognize a liability to make lease payments and a right-of-use asset representing its right to use the leased asset for the lease term. For an emerging growth company, the amendments in the update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2029. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The amendments introduce an impairment model that is based on expected credit losses (“ECL”), rather than incurred losses, to estimate credit losses on certain types of financial instruments (ex. loans and held to maturity securities), including certain off-balance sheet financial instruments (ex. commitments to extend credit and standby letters of credit that are not unconditionally cancellable). The ECL should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments, over the contractual term. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. Financial instruments with similar risk characteristics may be grouped together when estimating the ECL. The ASU also amends the current available for sale security impairment model for debt securities whereby credit losses relating to available for sale debt securities should be recorded through an allowance for credit losses. For an emerging growth company, the amendments in the update are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments will be applied through a modified retrospective approach, resulting in a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently planning for the implementation of this accounting standard. It is too early to assess the impact this guidance will have on the Company’s financial statements.

F- 9

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU clarify the proper classification for certain cash receipts and cash payments, including clarification on debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, among others. For an emerging growth company, the amendments in the update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company is currently assessing the amendment and does not anticipate it will have a material impact on the Company’s Financial Statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – LOANS RECEIVABLE, NET

Related Parties

Loan Agreement with Partners South Holdings LLC (Revolving Line of Credit)

On August 28, 2017 the Company entered into a loan agreement with Partners South Holdings LLC (“Borrower”), which is owned by Timothy R. Fussell, President, Chairman of the Board and a director of the Company, for a revolving line of credit in the maximum principal sum of $3,600,000 for the purpose of financing real property construction costs and working capital needs. The loan is secured in full by a first position lien on any and all Real Property in which the Borrower has any interest in for such purposes. The maturity date of the loan is August 31, 2022 at which time the entire principal balance of the Loan plus accrued interest thereon is due and payable. The fixed interest rate on the loan is 3.5% to be paid quarterly on the 1 st day of the fiscal quarter. As of December 31, 2018 and 2017, the amount of $477,500 had been advanced on the loan. The origination fees of $180,000 due to the Company have been added to the balance due on the loan and recorded as a discount against the loan to be amortized into income through the maturity date. As of December 31, 2018 and 2017, the gross loan receivable balance is $657,500.

Loan Agreement with Partners South Properties Corporation (Revolving Line of Credit)

On August 28, 2017 the Company entered into a loan agreement with Partners South Properties Corporation (“Borrower”), which is owned by Timothy R. Fussell, President, Chairman of the Board and a director of the Company, for a revolving line of credit in the maximum principal sum of $5,000,000 for the purpose of financing real property construction costs and working capital needs. The loan is secured in full by a first position lien on any and all Real Property in which the Borrower has any interest in for such purposes. The maturity date of the loan is August 31, 2022 at which time the entire principal balance of the Loan plus accrued interest thereon is due and payable. The fixed interest rate on the loan is 3.5% to be paid quarterly on the 1 st day of the fiscal quarter. As of December 31, 2018 and 2017, the gross loan receivable balance is $250,000.

Non-Binding Memorandum with Diamond Ventures Funds Management LLC

The Company and Diamond Ventures Funds Management LLC (“DVFM”) have executed a non-binding Memorandum of Understanding (“MOU”) in connection with ongoing discussions regarding a Share Exchange & Acquisition of Membership interest into DVFM that will facilitate up to a 40% acquisition of DVFM. The terms of the exchange are not public at this time. Upon the signing of the MOU, the Company received a $25,000 advance from the Business Line of Credit to be established as part of the MOU. The funds are to be exclusively used for business purposes solely related to accounting and legal fees.

The following is a summary of mortgages receivable as of December 31, 2018 and 2017:

December 31,

2018

December 31,

2017

Principal Amount Outstanding $ 932,500 $ 932,500
Unaccreted Discounts (7,322 ) (4,658 )
Net Carrying Value $ 925,178 $ 927,842

F- 10

Third Parties

On May 2, 2018, the Company and Paris Med entered into agreements, pursuant to which Paris Med agreed to provide project financing in the amount of $158,216,541, to an unrelated third party consisting of three notes as follows:

1) Construction financing in the amount of $90,204,328, maturing in 10 years, including the construction period, and accruing interest at an annual rate of 5.5% during the construction period, and 4.5% upon conversion to a permanent loan.  As of December 31, 2018, Paris Med has made $558,000 of advances pursuant to the construction loan.  The Company received loan origination fees, in the amount of $92,400, which is presented net of the underlying loan advances on the accompanying consolidated balance sheets and amortized into income over the terms of the underlying loans.  During the year ended December 31, 2018, the Company amortized $6,049 of the discount and the loan is carried at $471,648, net of unamortized discount of $86,351.

2) Equipment financing note in the amount of $24,715,986, payable monthly, accruing interest at an annual rate of 5.75%, and having terms approximating the lives of the underlying equipment.  As of December 31, 2018, no amounts have been advanced pursuant to the equipment financing note.

3) Operations financing, business line of credit in the amount of $23,932,625, accruing interest at an annual rate of 5.75%, maturing in 10 years.  As of December 31, 2018, no amounts have been advanced pursuant to the line of credit.

4)       The notes are secured by the assignment of leases and fixed assets related to the project.

On September 26, 2018, the Company, through a newly formed, wholly-owned limited liability company, owns 100% of Jersey Walk Phase I, LLC (“Jersey Walk”), with all income going to the Company and has entered into a construction loan agreement with an unrelated party, CMT Developers, LLC (“CMT”), pursuant to which, CMT executed a promissory note in the favor of  Jersey Walk in the amount of $73,496,002. This amount shall be advanced to CMT as required for the completion of the construction of and development of two multi-family residences in Lakewood, New Jersey.  All amounts advanced under the construction loan agreement are secured by the construction project and due by September 30, 2028.  As of December 31, 2018, $310,000 has been advanced by Jersey Walk to CMT pursuant to the construction loan agreement.  Pursuant to the construction loan agreement, Jersey Walk is to receive a loan origination fee equal to 1.85% of the loan amount, or $1,259,192, of which $624,596 was received during the year ended December 31, 2018 and recorded as deferred loan origination fees to be amortized into income over the term of the loan.

The following is a summary of loans receivable as of December 31, 2018, and December 31, 2017:

December 31,

2018

December 31,

2017

Principal Amount Outstanding $ 868,000 $
Unamortized Discounts (694,551 )
Net Carrying Value $ 173,449 $

NOTE 4 - PROVISION FOR INCOME TAXES

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of December 31, 2018 the Company had a net operating loss carry-forward of approximately $610,000.

F- 11

The Company is subject to United States federal and state income taxes at an approximate rate of 34% through December 31, 2017 and 29% for the year ended December 31, 2018. Future taxable income is expected to be subject to an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

December 31,

2018

December 31,

2017

Statutory rates (federal and state) 29 % 34 %
Permanent differences (24 )% (14 )%
Valuation allowance change and change in tax rate (5 )% (20 )%
0 % 0 %

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities at December 31, 2018 and 2017 are as follows:

December 31,

2018

December 31,

2017

Net operating loss carryforward $ 177,017 $ 118,024
Valuation allowance (177,017 ) (118,024 )
Net deferred income tax asset $ $

The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

Current law limits the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company is not presently involved in any litigation.

NOTE 6 – GOING CONCERN

Future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company’s present revenues are insufficient to meet operating expenses. The financial statement of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of approximately $2.3 million as of December 31, 2018 and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. Securing additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

F- 12

NOTE 7 – RELATED PARTY TRANSACTIONS

1. Related Party Loan

Since inception the Company received cash totaling $52,500 from Malcolm Hargrave, the previous director, in the form of a promissory note. The loan accrued interest at an annual rate of 4%. On March 17, 2017, Malcolm Hargrave signed an agreement to forgive all debt, including unpaid interest, totaling $55,715, which was recorded as a capital contribution during 2017.

2. Consulting revenue

On May 1, 2017 the company billed Omega Commercial Finance Corp., the 88.00% shareholder, $12,000 for consulting services in capital markets activities rendered, such as defining appropriate capital raising mechanisms and types of Offerings to utilize what best benefits the Company’s verticals overall strategies to implement within the capital markets for growth and increased shareholder value, effective means to create relationships within the commercial real estate sector for target mergers and acquisitions, loan financing requests, distressed commercial real estate portfolios. There were no such billings during the year ended December 31, 2018.

3. Broker fee

On August 28, 2017 the Company entered into a loan agreement with Partners South Holdings LLC (“Borrower”), which is owned by Timothy R. Fussell, President, Chairman of the Board and a director of the Company, for a revolving line of credit in the maximum principal sum of $3,600,000 for the purpose of financing real property construction costs and working capital needs. A broker fee was paid to Omega Commercial Finance Corp. in the amount of $170,000.

On August 28, 2017 the Company entered into a loan agreement with Partners South Properties Corporation (“Borrower”), which is owned by Timothy R. Fussell, President, Chairman of the Board and a director of the Company, for a revolving line of credit in the maximum principal sum of $5,000,000 for the purpose of financing real property construction costs and working capital needs. A broker fee was paid to Omega Commercial Finance Corp. in the amount of $250,000.

The Company did not earn any broker fees from related parties during the year ended December 31, 2018.

4. Management Fee

During the year ended December 31, 2017, Omega Commercial Finance Corp was paid $150,000 in management fees pursuant to a corporate governance management agreement executed on June 1, 2017. Omega is to provide services related to facilitating the introduction of potential investors for compensation of no less than $150,000 per year, not to exceed $300,000 per year. Effective January 1, 2018, the Management Fee of $150,000 was waived by Omega Commercial Finance Corporation. The agreement remains in effect until cancelled by Omega. There were no such fees incurred for the year ended December 31, 2018.

5. Loans receivable

The Company has extended lines of credit and loans to related parties. See Note 3.

  1. Investment in Paris MED CP, LLC

During the year ended December 31, 2018, the Company acquired a 10% interest in Paris MED CP, LLC, which is a commonly owned entity, for cash consideration of $100, and established a loan agreement to finance the construction of a medical park.  On May 2, 2018, the Company and Paris Med entered into agreements, pursuant to which Paris Med agreed to provide project financing in the amount of $158,216,541, to an unrelated third party. See Note 3.

F- 13

NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)

Incentive Plan

The Company’s Incentive Plan provides for equity incentives to be granted to its employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying Shares as determined pursuant to the Incentive Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The Incentive Plan is administered by the board of directors, and 5,000,000 Shares are reserved for issuance pursuant to the exercise of awards under the Incentive Plan.  The number of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the Incentive Plan is equal to 15% of our issued and outstanding common stock. During the year ended December 31, 2017, the Company granted restricted stock awards of 3,625,000 shares to six consultants. As of December 31, 2018, there are 1,375,000 shares available for issuance under the plan.

Temporary Equity

On September 20, 2017, 166,667 shares of common stock were issued at a value of $15.00 per share to one company in exchange for cash of $2,500,000. Pursuant to the subscription agreement the investor has the right to require the Company to repurchase the shares for $2.5 million at any time through December 2017. Accordingly, the amounts received are presented as a temporary equity as of December 31, 2018. In December 2017, the Company negotiated and amended its agreement with the investor to extend this right through May 15, 2018. As part of this extension, the investor was granted warrants to purchase 170,000 shares of common stock for an exercise price of $15.00 per share over a five-year term. Because the shares are classified as a temporary equity, and the investors rights to require repurchase of the shares initially expired in 2017 the Company recorded the fair value of these warrants were recorded as a discount against the proceeds to be amortized as interest expense through February 2018, the initial extension date. In March 2018, the Company entered into a third amendment to the subscription agreement, extending the option period to May 15, 2018. The option was further extended in May and June 2018.  As consideration for the extensions, the Company’s parent company, Omega Commercial Finance Corporation, agreed to issue to the investor, 65,000 shares of its Series Z preferred stock, and the Company agreed to reimburse the investor for $21,894 of legal fees incurred related to the extension.  The Company estimated the fair value of the Series Z preferred stock based on recent sales for cash, and recorded additional discounts of $184,394, including the accrued legal fees, against the common stock to be amortized into interest expense through the extended expiration of the option in May 2018.  In October 2018, the option period was further extended to November 19, 2018.   As consideration for the extension, the Company agreed to allow the investor to direct the investment of the restricted cash into one more investment types, such stock, money market accounts or similar investments.  The investor was also granted the right to withdrawal any restricted cash in excess of $2.5 million.  In November 2018, the option was further extended to January 12, 2019. In March 2019, the option period was extended to June 2019. During the year ended December 31, 2018 and 2017, the Company amortized $1,104,724 and $240,427, respectively, of the discount. The cash, as of December 31, 2018 and 2017, is held in an escrow account and, as of December 31, 2017, the shares are carried at $1,575,281, net of unamortized discount of $924,719. There is no remaining unamortized discount as of December 31, 2018.

On November 27, 2017, 16,667 shares of Series 2018 Convertible Preferred stock were issued at a value of $15.00 per share to one entity in exchange for cash of $250,000. The shares have 350,000 warrants attached, each warrant entitling the holder to one additional share with an exercise date of up to 5 years from the issuance date of the shares. The preferred stock is mandatorily redeemable 10 years after issuance. The Company allocated $236,897 of the proceeds from the sale of the preferred stock to the warrants, which was recorded as a discount against the preferred stock and is to be amortized as a deemed dividend through the 10-year redemption date. The balance of the preferred stock reflected in temporary equity as of December 31, 2018, was $39,346, net of unamortized discount of $211,233.

In November 2017, The Company also issued to the investor, 7,333 shares of Series 2018 Convertible Preferred Stock pursuant to the subscription agreement. In November 2019, the Company and the investor agreed to rescind the subscription agreement and return the shares to the Company for cancellation.

During the year ended December 31, 2018, the Company issued 20,000 shares of Series 2018 Convertible Preferred Stock to its chief executive officer as compensation for services provided. The Company estimated the fair value of the shares, based on recent sales for cash, of $300,000, as compensation expense for the year ended December 31, 2018.

F- 14

Common Stock

On June 21, 2017 the company filed an S-8 with the SEC to register an additional 5,000,000 shares of common stock with a par value of $0.0001.

On June 22, 2017 3,625,000 shares of common stock were issued at a value of $0.004 per share to various individuals in exchange for consulting services. The fair value of the shares was based on the last quoted price on the Over-the-Counter Bulletin Board.

On September 5, 2017 56,667 shares of common stock were issued at a value of $15.00 per share to one individual in exchange for cash of $850,000.

On October 21, 2017, 4,333 shares of common stock were issued at a value of $15.00 per share to one individual in exchange for cash of $65,000.

On November 8, 2017, 3,333 shares of common stock were issued at a value of $15.00 per share to one individual in exchange for cash of $50,000.

Preferred Stock

In November 2017, the Company’s board of directors authorized the issuance of 100,000 shares of Series A Convertible Preferred Stock, which have a par value of $15.00, provides its holders with no voting rights or dividends, entitles its holders to a liquidation preference over common stockholders equal to its par value, and allow for conversion into 2 shares of common stock per one share of 2018 Convertible Preferred Stock at the option of the holder for a period of one-year from issuance at the option of the holder.

On December 6, 2017, 167 shares of Series A Convertible Preferred Stock were issued at a value of $15.00 per share to one entity in exchange for cash of $2,500.

During the year ended December 31, 2018, the Company sold 1,000 shares of Series A Convertible Preferred Stock for cash consideration of $15,000.

Capital Contributions

On March 17, 2017, Malcolm Hargrave signed an agreement to forgive all debt, including unpaid interest, amounting $ 55,715, due to him from the Company. This was classified as capital contribution and recorded in additional paid -in capital.

On March 29, 2017, shareholders made a cash contribution to the Company of $10,000. This was classified as capital contribution and recorded in additional paid-in capital.

On September 28, 2017, Omega Commercial Finance Corp made a cash contribution to the company of $25,000. This was classified as capital contribution and recorded in additional paid-in capital.

During the year ended December 31, 2018, Omega Commercial Finance Corp, 80% parent company, made capital contributions to the Company totaling $320,990.

Common Stock Warrants

During the year ended December 31, 2017, in connection with the issuance of preferred stock, the Company issued warrants to purchase 350,000 shares for an exercise price of $15.00 over five years.

During the year ended December 31, 2017, in connection with the issuance of common stock, the Company issued warrants to purchase 170,000 shares for an exercise price of $15.00 over five years.

The fair value of the warrants issued during the year ended December 31, 2017 was estimated using the Black Scholes Method and the following assumptions: volatility – 128% - 130%; expected term – 5 Years; risk free rate – 2.06% - 2.16%; dividend rate – 0.0%

F- 15

NOTE 9 – SUBSEQUENT EVENTS

On January 31, 2019, the Company, through Jersey Walk Phase I, LLC, entered into a Sale of Membership Interest Agreement (the “Purchase Agreement”) with CMT Developers LLC (“CMT”).  Pursuant to the Purchase Agreement, the Company acquired 100% of CMT’s membership interests, in exchange for the issuance to CMT of 3,000,000 shares of common stock. Through its ownership of CMT, the Company acquired title to an approximately six-acre parcel of land in Elizabeth, New Jersey, on which 274 luxury apartments were under construction in Phase 1 of the development with an additional 400 units planned for Phase II of the development. However, in 2019 during the due diligence on the refinancing of the property and subsequent to filing of the Company’s 2018 Annual Report on Form 10-K, the Company learned that certain of the representations and warranties of CMT in the Purchase Agreement with respect to the property were incorrect in various material respects. Based on the foregoing, effective June 7, 2019, the Company rescinded the Purchase Agreement and the transactions contemplated thereby, in accordance with its terms.

On March 11, 2019, the Company, through a newly formed LLC or Special Purpose Vehicle “SPV” called Alpha Mortgage Notes I, LLC executed an operating agreement with Alameda Partners LLC. Alameda Partners is a Utah Limited Liability Company that contributed $1,000,000 for 10% ownership of the SPV and will be the managing member. The capital shall be used to implement the strategy of acquiring commercial real estate performing notes and support other related growth initiatives and assets acquisitions for the Company of which is positioning for its up-listing to the NYSE. The Members of Alameda Partners LLC have decades of experiences in the commercial real estate industry as property developers, owners, and managers  and currently holds over $50-million in commercial real estate assets. They have been appointed as the Managing Members of the SPV, while ALPC controls and holds 90% ownership. The special purpose vehicle was organized to acquire the membership interests, develop, own, hold, sell, lease, transfer, exchange, re-lend, manage and operate the underlying assets and conduct activities related thereto the ownership of commercial real estate mortgage notes and REO’s.

F- 16

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED BALANCE SHEETS

As of As of
September 30, December 31,
2019 2018
(unaudited)
ASSETS
Current Assets:
Cash $ 12,127 $ 11,286
Restricted cash held in escrow 2,509,186 2,500,099
Prepaid expenses 41,071
Total Current Assets 2,562,384 2,511,385
Other Assets:
Loans receivable - related party, net of discounts 912,710 925,178
Loans receivable, net of discounts 478,519 173,449
Interest receivable 58,077 19,167
Total Other Assets 1,449,306 1,117,794
Property and Equipment, net:
Furniture and Equipment, net 10,789 1,501
Total Property and Equipment, net 10,789 1,501
TOTAL ASSETS $ 4,022,479 $ 3,630,680
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 34,398 $ 70,904
Distributions payable 70,000
Total Current Liabilities 104,398 70,904
Total Liabilities 104,398 70,904
Redeemable Common Stock, net of discount; ($0.0001 par value), 100,000,000 shares authorized, 166,667 shares issued and outstanding as of September 30, 2019 and December 31, 2018 2,500,000 2,500,000
Series 2018 Convertible Preferred Stock, net of discount ($0.0001 par value), 100,000 shares authorized; 44,000 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively 470,112 452,346
Subscription receivable (113,000 ) (113,000 )
Temporary Equity 2,857,112 2,839,346
Stockholders' Equity:
Preferred stock ($0.0001 par value), 20,000,000 shares
Series A Convertible Preferred stock ($15.00 par value), 100,000 shares authorized; 1,167 shares issued and outstanding as of September 30, 2019 and December 31, 2018 17,505 17,505
Common stock, ($0.0001 par value), 100,000,000 shares authorized; 40,292,400 and 40,239,333 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively 4,029 4,024
Subscription receivable (50,000 )
Additional paid-in capital 4,863,216 2,980,118
Accumulated deficit (3,718,429 ) (2,281,217 )
Total Stockholders' Equity 1,116,321 720,430
Non-controlling interests (55,352 )
Total Equity 1,060,969 720,430
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,022,479 $ 3,630,680

See notes to unaudited condensed consolidated financial statements.

F- 17

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2019 2018 2019 2018
Income:
Net investment income - related parties $ 11,246 $ 13,943 $ 78,158 $ 31,308
Total Income 11,246 13,943 78,158 31,308
General and Administrative Expenses:
Management fee - related party 40,179 121,429
Administrative expenses 267,037 6,625 647,442 59,970
Professional fees 76,709 25,394 407,646 52,242
Total General and Administrative Expenses 383,925 32,019 1,176,517 112,212
Loss from Operations (372,679 ) (18,076 ) (1,098,359 ) (80,904 )
Other Income (Expense):
Gain on deconsolidation 316,774
Interest (expense) income, net (3,213 ) (76,897 ) (623,212 ) (1,109,113 )
Total Other Income (Expense), net (3,213 ) (76,897 ) (306,438 ) (1,109,113 )
Net Loss $ (375,892 ) $ (94,973 ) $ (1,404,797 ) $ (1,190,017 )
Amortization of discounts on Series 2018 preferred stock treated as deemed dividends (5,922 ) (5,923 ) (17,766 ) (17,767 )
Net Loss Attributable to Non-controlling Interests (4,883 ) (14,648 )
Net Loss Attributable to Common Stockholders $ (386,697 ) $ (100,895 ) $ (1,437,211 ) $ (1,207,784 )
Basic and Diluted Loss Per Share $ (0.01 ) $ (0.00 ) $ (0.04 ) $ (0.03 )
Basic and Diluted Weighted Average Number of Common Shares Outstanding 40,288,783 40,406,000 40,268,938 40,406,000

See notes to unaudited condensed consolidated financial statements.

F- 18

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’s EQUITY

(Unaudited)

Additional Non-
Common Stock Preferred Stock Paid-in Subscription Accumulated controlling
Shares Amount Shares Amount Capital Receivable Deficit Interests Total
Balance, December 31, 2017 40,239,333 $ 4,024 167 $ 2,505 $ 2,474,734 $ $ (649,380 ) $ $ 1,831,883
Stockholder contribution 5,000 5,000
Sale of preferred stock classified in temporary equity
Issuance of Parent Company Stock for extension of common stock repurchase obligation 81,250 81,250
Deemed dividend -  discount on redeemable preferred stock (5,923 ) (5,923 )
Net loss (974,637 ) (974,637 )
Balance, March 31, 2018 40,239,333 4,024 2,563,470 (1,629,940 ) 937,573
Stockholder contribution 7,488 7,488
Issuance of Parent Company Stock for extension of common stock repurchase obligation 103,144 103,144
Deemed dividend -  discount on redeemable preferred stock (5,923 ) (5,923 )
Net loss (120,408 ) (120,408 )
Balance, June 30, 2018 40,239,333 4,024 2,674,102 (1,756,271 ) 947,309
Stockholder contribution 463,500 463,500
Sale of preferred stock 1,000 15,000 15,000
Deemed dividend -  discount on redeemable preferred stock (5,923 ) (5,923 )
Net loss (94,973 ) (94,973 )
Balance, September 30, 2018 40,239,333 $ 4,024 1,167 $ 17,505 $ 2,980,118 $ $ (2,281,217 ) $ $ 720,430

Additional Non-
Common Stock Preferred Stock Paid-in Subscription Accumulated controlling
Shares Amount Shares Amount Capital Receivable Deficit Interests Total
Balance, December 31, 2018 40,239,333 $ 4,024 1,167 $ 17,505 $ 2,980,118 $ $ (2,281,217 ) $ $ 720,430
Stockholder contribution 87,100 87,100
Sale of common stock 30,400 3 425,997 (30,000 ) 396,000
Sale of minority interest in subsidiary 1,000,000 1,000,000
Issuance of common stock for acquisition 3,000,000 300 29,222,200 29,222,500
Deemed dividend -  discount on redeemable preferred stock (5,922 ) (5,922 )
Net loss (531,118 ) 4,882 (526,236 )
Balance, March 31, 2019 43,269,733 4,327 1,167 17,505 33,715,415 (30,000 ) (2,818,257 ) 4,882 30,893,872
Sale of common stock 23,333 2 380,001 30,000 410,003
Rescission of acquisition (3,000,000 ) (300 ) (29,222,200 ) (29,222,500 )
Deemed dividend -  discount on redeemable preferred stock (5,922 ) (5,922 )
Distributions due to non-controlling interest (40,000 ) (40,000 )
Net loss (507,553 ) 4,883 (502,670 )
Balance, June 30, 2019 40,293,066 4,029 1,167 17,505 4,873,216 (3,331,732 ) (30,235 ) 1,532,783
Sale of common stock 5,334 80,000 (50,000 ) 30,000
Cancellation of sale of common stock (6,000 ) (90,000 ) (90,000 )
Deemed dividend -  discount on redeemable preferred stock (5,922 ) (5,922 )
Distributions due to non-controlling interest (30,000 ) (30,000 )
Net loss (380,775 ) 4,883 (375,892 )
Balance, September 30, 2019 40,292,400 $ 4,029 1,167 $ 17,505 $ 4,863,216 $ (50,000 ) $ (3,718,429 ) $ (55,352 ) $ 1,060,969

See notes to unaudited condensed consolidated financial statements.

F- 19

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Nine Months
Ended Ended
September 30, September 30,
2019 2018
Cash Flows from Operating Activities:
Net loss $ (1,404,797 ) $ (1,190,017 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation Expense 4,012 281
Accretion of origination fee income 24,172 (1,493 )
Amortization of discount on redeemable common stock 1,109,113
Gain on deconsolidation (316,774 )
Changes in operating assets and liabilities:
Increase in interest receivable (38,910 ) (8,248 )
Increase in prepaid expenses (41,071 )
Decrease in accounts payable (36,507 ) (9,103 )
Increase in deferred origination fee income 712,556
Net cash (used in) provided by operating activities (1,809,875 ) 613,089
Cash Flows from Investing Activities:
Purchase property and equipment (13,300 )
Advances on construction loan (500,000 )
Net cash used in investing activities (13,300 ) (500,000 )
Cash Flows from Financing Activities:
Cancellation of common stock sale (90,000 )
Proceeds from stockholder contribution 87,100 362,988
Proceeds from the sale of common stock 836,003
Proceeds from the sale of preferred stock 15,000
Proceeds from the sale of interest in subsidiary 1,000,000
Net cash provided by financing activities 1,833,103 377,988
Net increase in cash and restricted cash 9,928 491,077
Cash and restricted cash at beginning of period 2,511,385 2,544,404
Cash and restricted cash and restricted cash at end of period $ 2,521,313 $ 3,035,481
Supplemental Disclosure of Cash Flow Information:
Cash paid during year for:
Interest $ $
Income Taxes $ $
Schedule of Non-Cash Investing and Financing Activities:
Distributions due to non-controlling interest $ 70,000 $

See notes to unaudited condensed consolidated financial statements.

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ALPHA INVESTMENT INC

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Alpha Investment Inc, formerly GoGo Baby, Inc. (the “Company”) was incorporated on February 22, 2013 under the laws of the State of Delaware.

On January 31, 2019, the Company, through Jersey Walk Phase I, LLC, entered into a Sale of Membership Interest Agreement (the “Purchase Agreement”) with CMT Developers LLC (“CMT”).  Pursuant to the Purchase Agreement, the Company acquired 100% of CMT’s membership interests, in exchange for the issuance to CMT of 3,000,000 shares of common stock.  During the due diligence on the refinancing of the property, the Company learned that certain of the representations and warranties of CMT in the Purchase Agreement with respect to the property were incorrect in various material respects. Based on the foregoing, effective June 7, 2019, the Company rescinded the Purchase Agreement in accordance with its terms. As of June 7, 2019, the Company deconsolidated CMT, recognizing a gain on deconsolidation of $316,774. The assets, liabilities and equity related to CMT, resulting in the gain on deconsolidation are summarized as follows:

Note Payable $ 15,500,000
Accrued Interest 232,500
Deferred Income 576,774
Common Stock Returned 29,222,500
Real Estate (44,800,000 )
Prepaid Expenses (105,000 )
Construction Loan Advances (310,000 )
Gain on Deconsolidation $ 316,774

On March 11, 2019, the Company, through a newly formed LLC or Special Purpose Vehicle “SPV” called Alpha Mortgage Notes I, LLC executed an operating agreement with Alameda Partners LLC. Alameda Partners is a Utah Limited Liability Company made a capital contribution of $1,000,000, which was paid to the Company, for 10% ownership of the SPV, and will be the managing member.  The capital shall be used to implement the strategy of acquiring commercial real estate performing notes and support other related growth initiatives and assets acquisitions for the Company of which is positioning for its up-listing to the NYSE. The Members of Alameda Partners LLC have decades of experiences in the commercial real estate industry as property developers, owners, and managers  and currently holds over $50-million in commercial real estate assets. They have been appointed as the Managing Members of the SPV, while ALPC controls and holds 90% ownership.  In exchange for its 90% interest in the SPV, the Company is required to contribute 4,015,667 shares of common stock for the purchase of performing notes for the SPV. The special purpose vehicle was organized to acquire the membership interests, develop, own, hold, sell, lease, transfer, exchange, re-lend, manage and operate the underlying assets and conduct activities related thereto the ownership of commercial real estate mortgage notes and REO’s. The initial $1,000,000 was recorded as additional paid in capital on the accompanying condensed consolidated balance sheet. Alameda Partner is entitled to monthly distributions in cash and stock equal to $10,000. For the nine months ended September 30, 2019, the Company has recorded $70,000 of distributions as reductions to additional paid in capital, which has been accrued and included in Distributions Payable on the attached condensed consolidated balance sheet as of September 30, 2019. As of September 30, 2019, Alpha Mortgage Notes I, LLC has not completed any transactions. In July 2019, the Company paid Alameda Partners a consulting fee of $25,000.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q and Article 8 of Regulation S-X, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2018. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for future periods or the full year.

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Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, Alpha Mortgage Notes I, LLC, which is controlled by the Company through its 90% ownership interest, and Paris Med CP-LLC (“Paris Med”), variable interest entity for which the Company is deemed to be the primary beneficiary, (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 periods presented. The Company is required to make judgments and estimates about the effect of matters that are inherently uncertain. The Company regularly evaluates estimates and assumptions related to the valuation of the allowance for loan losses, loss contingencies, useful life and recoverability of long-lived assets, deferred income tax asset valuations and loss contingences. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Cash and Cash Equivalents

Cash and cash equivalents include cash, bank and short-term, highly liquid investments with maturities of three months or less at the time of acquisition. As of September 30, 2019, the Company had no cash equivalents.

Restricted Cash Held in Escrow

The Company has approximately $2,509,000 of restricted cash held in escrow from the sale of common stock to an investor that has the right to require the Company to repurchase the common stock for $2,500,000 through February 2020.

Loans Receivable, net and Allowance for Losses

The Company records its investments in loans receivable at cost less unamortized costs of issuance and deferred origination fees. Origination fees collected at the time of investment are recorded against the loans receivable and amortized into net interest income over the lives of the related loans. Issuance costs incurred are capitalized along with the initial investment and amortized against net interest income over the lives of the related loans.

When a loan receivable is placed on non-accrual status, the related interest receivable is reversed against interest income of the current period. If a non-accrual loan is returned to accrual status, the accrued interest existing at the date the residential loan is placed on non-accrual status and interest during the non-accrual period are recorded as interest income as of the date the loan no longer meets the non-accrual criteria. As of September 30, 2019, and December 31, 2018, since all loans receivable are considered performing according to their payment terms, no accounts receivable aging schedule or credit quality indicators are necessary.

The Company maintains an allowance for loan losses on its investments in real estate loans receivable for estimated credit impairment.  Management’s estimate of losses is based on a number of factors including the types and dollar amounts of loans in the portfolio, adverse situations that may affect the borrower’s ability to repay, prevailing economic conditions and the underlying collateral securing the loan.  Additions to the allowance are provided through a charge to earnings and are based on an assessment of certain factors, which may indicate estimated losses on the loans.  Actual losses on loans are recorded first as a reduction to the allowance for loan losses.  Generally, subsequent recoveries of amounts previously charged off are recognized as income.

Estimating allowances for loan losses requires significant judgment about the underlying collateral, including liquidation value, condition of the collateral, competency and cooperation of the related borrower and specific legal issues that affect loan collections or taking possession of the property on an individual loan receivable basis.  Management determined that no allowance for loan losses was necessary as of September 30, 2019 and December 31, 2018.

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Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Equipment and fixtures will be depreciated using the straight-line method over the estimated asset lives of 5 years, and software is amortized over the estimated asset lives of 3 years.

Income Taxes

The Company accounts for its income taxes in accordance with FASB Accounting Standards Codification (“ASC”) No. 740, "Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Accounting for Uncertainty in Income Taxes

The Company applies the provisions of ASC Topic 740-10-25, Income Taxes – Overall – Recognition (“ASC Topic 740-10-25”) with respect to the accounting for uncertainty of income tax positions. ASC Topic 740-10-25 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As September 30, 2019, tax years since 2015 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years.

Revenue Recognition and Investment Income

Origination fees collected at the time of investment are recorded against the loans receivable and amortized into net interest income over the lives of the related loans. Issuance costs incurred are capitalized along with the initial investment and amortized against net interest income over the lives of the related loans. The Company records interest income in accordance with ASC subtopic 835-30 "Imputation of Interest", using the effective interest method. The following is a summary of the components of the Company’s net investment income for the three and nine months ended September 30, 2019 and 2018:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2019 2018 2019 2018
Interest Income $ 13,112 $ 13,440 $ 78,112 $ 29,815
Accretion of Loan Origination Fees 23,919 21,629 103,187 64,183
Amortization of Loan Issuance Costs (25,785 ) (21,126 ) (103,141 ) (62,690 )
Net Investment Income $ 11,246 $ 13,943 $ 78,158 $ 31,308

When a loan is placed on non-accrual status, the related interest receivable is reversed against interest income of the current period. If a non-accrual loan is returned to accrual status, the accrued interest existing at the date the commercial real estate loan is placed on non-accrual status and interest during the non-accrual period are recorded as interest income as of the date the loan no longer meets the non-accrual criteria.

The Company suspends recognizing interest income when it is probable that the Company will be unable to collect all payments according to the contractual terms of the underlying agreements. Management considers all information available in assessing collectability. Collectability is measured on a receivable-by-receivable basis by either the present value of estimated future cash flows discounted at the effective rate, the observable market price for the receivable or the fair value of the collateral if the receivable is collateral dependent. Large groups of smaller balance homogeneous receivables, such as pre-settlement funding transactions, are collectively assessed for collectability. A receivable is charged off when in the Company's judgment, the receivable or portion of the receivable is considered uncollectible.

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Payments received on past due receivables and finance receivables the Company has suspended recognizing interest income on are applied first to principal and then to accrued interest. Interest income on past due receivables and finance receivables, if received, is recorded using the cash basis method of accounting. Additionally, the Company generally does not resume recognition of interest income once it has been suspended.

Variable Interest Entity

The Company holds a 10% interest in Paris Med, of which the remaining 90% interest is held by Omega.  Through December 31, 2018, the Company has provided 100% of the funding to Paris Med, which has provided a construction loan to a third party.  This loan receivable is the sole asset of Paris Med.  The Company determined that Paris Med was a variable interest entity based on various qualitative and quantitative factors including but not limited to 1) financing of Paris Med’s sole asset was received by the Company, which is disproportionate to the Company’s ownership interest and 2) the Company and Omega, a related party, organized the entity for the purpose of facilitating the Company’s activities.  As of December 31, 2018 and September 30, 2019, the Company is considered the primary beneficiary because it has provided substantially all of its financial support and is the only party at risk.  As of September 30, 2019, Paris Med has total assets of $558,000, consisting solely of advances made pursuant to its third-party construction loan agreement, and had no liabilities. 100% of the funding for the sole asset was provided by the Company and such amounts are eliminated in consolidation.  See Note 3.  For the nine months ended September 30, 2019, Paris Med had no activity.  The Company will evaluate its investments in Paris Med each reporting period to determine if it is still the primary beneficiary, and if no longer considered the primary beneficiary, deconsolidate Paris Med in the period in which circumstances change or events occur causing a change in its assessment.  The Company has not attributed any of its net loss or equity to non-controlling interest because Paris Med’s sole asset is amounts owed to the Company, which is eliminated in consolidation, and there was no material income earned or losses incurred to date by Paris Med.

Fair Value

The carrying amounts reported in the balance sheet for cash, accounts payable and notes payable approximate their estimated fair market value based on the short-term maturity of this instrument. The carrying value of the Company’s loans receivable approximate fair value because their terms approximate market rates.

Net Loss Per Share

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the year. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. 166,667 shares underlying convertible preferred stock and 350,000 shares of common stock underlying common stock warrants were excluded from the computation of diluted loss per share for the nine months ended September 30, 2019, because their impact was anti-dilutive. 520,000 shares of common stock underlying common stock warrants were excluded from the computation of diluted loss per share for the nine months ended September 30, 2018, because their impact was anti-dilutive.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and loans receivable. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2019.

Recently Issued and Adopted Accounting Pronouncements

The following recent accounting pronouncements have been published by the FASB but were not effective at the date these condensed consolidated financial statements were available for issuance.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825- 10), Recognition and Measurement of Financial Assets and Financial Liabilities . The provisions of the update require equity investments to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment. The update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. It also eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and eliminates the requirement for public business entities to disclose the methods and significant assumptions used to

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estimate the fair value for financial instruments measured at amortized cost on the balance sheet. ASU No. 2016-01 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The update requires separate presentation of financial assets and financial liabilities by category and form on the balance sheet or the accompanying notes to the financial statements. In addition, the update clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For an emerging growth company, the amendments in the update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The adoption of this ASU did not have a material impact on the Company’s financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), Conforming Amendments Related to Leases . This ASU amends the codification regarding leases in order to increase transparency and comparability. The ASU requires companies to recognize lease assets and liabilities on the statement of condition and disclose key information about leasing arrangements. A lessee would recognize a liability to make lease payments and a right-of-use asset representing its right to use the leased asset for the lease term. For an emerging growth company, the amendments in the update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The amendments introduce an impairment model that is based on expected credit losses (“ECL”), rather than incurred losses, to estimate credit losses on certain types of financial instruments (ex. loans and held to maturity securities), including certain off-balance sheet financial instruments (ex. commitments to extend credit and standby letters of credit that are not unconditionally cancellable). The ECL should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments, over the contractual term. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. Financial instruments with similar risk characteristics may be grouped together when estimating the ECL. The ASU also amends the current available for sale security impairment model for debt securities whereby credit losses relating to available for sale debt securities should be recorded through an allowance for credit losses. For an emerging growth company, the amendments in the update are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments will be applied through a modified retrospective approach, resulting in a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently planning for the implementation of this accounting standard. It is too early to assess the impact this guidance will have on the Company’s financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU clarify the proper classification for certain cash receipts and cash payments, including clarification on debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, among others. For an emerging growth company, the amendments in the update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company adoption of this amendment did not have a material impact on the Company’s Financial Statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – LOANS RECEIVABLE, NET

Related Parties

Loan Agreement with Partners South Holdings LLC (Revolving Line of Credit)

On August 28, 2017, the Company entered into a loan agreement with Partners South Holdings LLC (“Borrower”), which is owned by Timothy R. Fussell, President, Chairman of the Board and a director of the Company, for a revolving line of credit in the maximum principal sum of $3,600,000 for the purpose of financing real property construction costs and working capital needs. The loan is

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secured in full by a first position lien on any and all Real Property in which the Borrower has any interest in for such purposes. The maturity date of the loan is August 31, 2022 at which time the entire principal balance of the loan plus accrued interest thereon is due and payable. The fixed interest rate on the loan is 3.5% to be paid quarterly on the 1 st day of the fiscal quarter. As of September 30, 2019, the amount of $477,500 had been advanced on the loan. The origination fees of $180,000 due to the Company have been added to the balance due on the loan and recorded as a discount against the loan to be amortized into income through the maturity date. As of September 30, 2019, and December 31, 2018, the gross loan receivable balance was $657,500.

Loan Agreement with Partners South Properties Corporation (Revolving Line of Credit)

On August 28, 2017 the Company entered into a loan agreement with Partners South Properties Corporation (“Borrower”), which is owned by Timothy R. Fussell, President, Chairman of the Board and a director of the Company, for a revolving line of credit in the maximum principal sum of $5,000,000 for the purpose of financing real property construction costs and working capital needs. The loan is secured in full by a first position lien on any and all Real Property in which the Borrower has any interest in for such purposes. The maturity date of the loan is August 31, 2022 at which time the entire principal balance of the loan plus accrued interest thereon is due and payable. The fixed interest rate on the loan is 3.5% to be paid quarterly on the 1 st day of the fiscal quarter. As of September 30, 2019, and December 31, 2018, the gross loan receivable balance was $250,000.

Non-Binding Memorandum with Diamond Ventures Funds Management LLC

The Company and Diamond Ventures Funds Management LLC (“DVFM”) have executed a non-binding Memorandum of Understanding (“MOU”) in connection with ongoing discussions regarding a Share Exchange & Acquisition of Membership interest into DVFM that will facilitate up to a 40% acquisition of DVFM. The terms of the exchange are not public at this time. Upon the signing of the MOU $25,000 was advanced to the Borrower as part of the Business Line of Credit to be established as part of the MOU. The funds are to be exclusively used for business purposes solely related to accounting and legal fees.

The following is a summary of mortgages receivable as of September 30, 2019, and December 31, 2018:

September 30,

2019

December 31,

2018

Principal Amount Outstanding $ 932,500 $ 932,500
Unaccreted Discounts, net of unamortized issuance costs (19,790 ) (7,322 )
Net Carrying Value $ 912,710 $ 925,178