Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to_________

Commission file number 333-198772

(Exact name of registrant as specified in its charter)

(Former Name of Registrant as Specified in its Charter)

Delaware		90-0998139
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 East Campus View Blvd., Suite 200

Columbus, OH 43235

(Address of principal executive offices) (zip code)

305-704-3294

(Registrant's telephone number, including area code)

The Registrant does not have any securities registered pursuant to Section 12(b) of the Exchange Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)

x Yes o No

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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 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 x		Smaller reporting company x
		Emerging growth Company ☐

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 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

Class		Outstanding at May 15, 2024
Common Stock, par value $0.0001		11,224,401 shares

Documents incorporated by reference: None

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

	Page No.
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	5
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	6
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (unaudited)	7
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	8
Notes to Unaudited Condensed Consolidated Financial Statements	9 – 14
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	15 – 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4. Controls and Procedures.	16 – 17

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.	17
Item 1A. Risk Factors.	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3. Defaults Upon Senior Securities.	18
Item 4. Mine Safety Disclosures.	18
Item 5. Other Information.	18
Item 6. Exhibits.	18

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

our lack of significant revenues and history of losses,

our ability to continue as a going concern,

our ability to raise additional working capital as necessary,

our ability to satisfy our obligations as they become due,

the failure to successfully commercialize our product or sustain market acceptance,

the reliance on third party agreements and relationships for development of our business,

the control exercised by our management,

the impact of government regulation on our business,

our ability to effectively compete,

the possible inability to effectively protect our intellectual property,

the lack of a public market for our securities and the impact of the penny stock rules on trading in our common stock should a public market ever be established.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in this report, in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2023 and our other filings with the Securities and Exchange Commission. Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “the “Company,” “we,” “our,” “us,” and similar terms refers to Alpha Investment, Inc.

ITEM 1. FINANCIAL STATEMENTS

Alpha Investment Inc

Condensed Consolidated Balance Sheets

(Unaudited)

	As of			As of
	March 31,			December 31,
	2024			2023
ASSETS
Current Assets:
Cash	$	297		$	14
Total Current Assets		297			14
TOTAL ASSETS	$	297		$	14

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	787,681		$	747,771
Accrued management fees - related party		637,500			600,000
Distribution payable		610,000			580,000
Notes payable - short-term		57,654			53,979
Notes payable - related party		264,559			257,996
Judgments and settlements payable		2,662,147			2,662,147
Total Current Liabilities		5,019,540			4,901,894
Total Liabilities		5,019,440			4,901,894

Temporary Equity:
Series 2018 Convertible Preferred Stock ($0.0001 par value), net of discounts of $86,871 and $92,793, respectively, 100,000 shares authorized; 36,667 shares issued and outstanding (liquidation value: $500,000) (See Note 8)		463,708			457,786
Temporary Equity, net		463,708			457,786
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 March 31, 2024 and December 31, 2023, respectively		17,505			17,505
Series AA Convertible Preferred stock ($0.0001 par value), 100,000 shares authorized, 100,000 and 100,000 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		10			10
Common stock, ($0.0001 par value), 100,000,000 shares authorized; 11,224,401 and 11,224,401 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		1,123			1,123
Additional paid-in capital		6,073,400			6,045,290
Accumulated deficit		(11,056,477	)		(10,935,082	)
Total Equity		(4,964,439	)		(4,871,154	)
Non-controlling interest in variable interest entities		(518,512	)		(488,512	)
Total Stockholders' Equity		(5,482,951	)		(5,359,666	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	297		$	14

Series A Convertible Preferred Stock

See notes to unaudited condensed consolidated financial statements.

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
	2024			2023
Income:
Sales/Revenue	$	—		$	—
Total Income		—			—

General and Administrative Expenses:
Management fee - related party		37,500			37,500
Administrative expenses		32,385			25,023
Professional fees		37,000			32,677
Total General and Administrative Expenses		106,885			95,200
Loss from Operations		(106,885	)		(95,200	)

Other Income/Expense:
Other revenue		1,650			—
Judgment payable		—			(144,147	)
Interest expense, net		(10,238	)		(10,238	)
Total Other Expense		(8,588	)		(154,385	)

Net Loss	$	(115,473	)	$	(249,584	)

Amortization of discounts on Series 2018 preferred stock and redeemable common stock		(5,922	)		(5,922	)

Net Loss Attributable to Common Stockholders	$	(121,395	)	$	(255,506	)

Basic and Diluted Loss Per Share	$	(0.01	)	$	(0.03	)

Basic and Diluted Weighted Average Number of Common Shares Outstanding		11,224,401			9,724,401

See notes to unaudited condensed consolidated financial statements.

Alpha Investment Inc

Statement of Changes in Stockholders' Equity (Deficit)

For the Three Months Ended March 31, 2024 and 2023


					Series A				Series AA						Non-
	Common Stock				Preferred Stock				Preferred Stock				Paid-in		controlling			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Interest			Deficit			Total
Balance, December 31, 2022		9,724,401	$	973		1,167	$	17,505		100,000	$	10	$	6,012,900	$	(368,512	)	$	(10,398,416	)	$	(4,735,540	)
Stockholder contribution		—		—		—		—		—		—		8,250		—			—			8,250
Distributions due to non-controlling interest		—		—		—		—		—		—		—		(30,000	)		—			(30,000	)
Amortization of discount on redeemable preferred stock		—		—		—		—		—		—		—		—			(5,922	)		(5,922	)
Net loss		—		—		—		—		—		—		—					(249,584	)		(249,584	)
Balance, March 31, 2023		9,724,401	$	973		1,167	$	17,505		100,000	$	10	$	6,021,150	$	(398,512	)	$	(10,653,922	)	$	(5,012,796	)

					Series A				Series AA						Non-
	Common Stock				Preferred Stock				Preferred Stock				Paid-in		controlling			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Interest			Deficit			Total
Balance, December 31, 2023		11,224,401	$	1,123		1,167	$	17,505		100,000	$	10	$	6,045,290	$	(488,512	)	$	(10,935,082	)	$	(5,359,666	)
Stock exchange				—		—		—		—		—		—		—			—			—
Stockholder contribution		—		—		—		—		—		—		28,110		—			—			28,110
Distributions due to non-controlling interest		—		—		—		—		—		—		—		(30,000	)		—			(30,000	)
Amortization of discount on redeemable preferred stock		—		—		—		—						—		—			(5,922	)		(5,922	)
Net loss		—		—		—		—		—		—		—					(115,473	)		(115,473	)
Balance, March 31, 2024		11,224,401	$	1,123		1,167	$	17,505		100,000	$	10	$	6,073,400	$	(518,512	)	$	(11,056,477	)	$	(5,482,951	)

Common Stock

Series A Preferred Stock

Series AA Preferred Stock

Paid-In Capital

Non-Controlling Interest

Accumulated Deficit

See notes to unaudited condensed consolidated financial statements.

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(115,473	)		(249,584	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase in interest receivable		—			—
Increase in accrued management fees - related party		37,500			37,500
Decrease in accounts payable and accrued expenses		39,909			49,450
Increase in notes payable-short term		3,675			3,675
Increase in notes payable - related party		6,563			6,562
Increase in judgments & settlements payable		—			144,147
Net cash used in operating activities		(27,827	)		(8,250	)

Cash Flows from Investing Activities:
Net cash from investing activities		—			—

Cash Flows from Financing Activities:
Proceeds from stockholder contribution		28,110			8,250
Net cash provided by (used in) financing activities		28,110			8,250

Net increase (decrease) in cash		283			—
Cash and restricted cash at beginning of quarter		14			—
Cash and restricted cash at end of quarter	$	297		$	—

Supplemental Disclosure of Cash Flow Information:
Cash paid during year for:
Interest	$	—		$	—
Income Taxes	$	—		$	—

Schedule of Non-Cash Investing and Financing Activities:
Distribution due to non-controlling interest	$	30,000		$	30,000
Amortization of discount on redeemable preferred stock	$	5,922		$	5,922

See notes to unaudited condensed consolidated financial statements.

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 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.

To better reflecting management’s shifted focus of the Company’s business to real estate and other commercial lending, 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.” 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.

On March 11, 2019, the Company, through Alpha Mortgage Notes I, LLC (the “SPV”) entered into an operating agreement with Alameda Partners LLC, a Utah limited liability company (“Alameda Partners”). Alameda Partners acquired a ten percent (10%) equity interest in the SPV in exchange for a payment of $1,000,000 to the Company and is the managing member of the SPV. The capital is intended for use in implementing the Company’s strategy of acquiring commercial real estate performing notes and support other related growth initiatives and assets acquisitions for the Company The principals of Alameda Partners have significant long-term of experience in the commercial real estate industry as property developers, owners, and managers and currently hold over $50 million in commercial real estate assets. Pursuant to the operating agreement for the SPV, Alameda Partners is entitled to monthly distributions in cash or stock equal to $10,000. As of March 31, 2023, the SPV has not completed any transactions.

On July 30, 2020, Alpha entered a joint venture transaction with Parsons Energy Group, LLC (“Parsons”) with respect to leasehold mining rights then held by Parsons on approximately 1,200 acres located in Independence, Wisconsin.

On July 21, 2021, the Company and Parsons entered into an Unwinding Agreement (the “Unwinding Agreement”), pursuant to which the joint venture was unwound. Under the Unwinding Agreement, Parsons returned the Series 2020 Preferred Shares to the Company for cancellation and the Company assigned the Interest in Legacy Sand back to Parsons and exchanged mutual releases.

NOTE 2 – GOING CONCERN

Future issuances of the Company’s equity or debt securities will be required 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 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. The Company has an accumulated deficit of $11,056,477 as of March 31, 2024. During the three months ended March 31, 2024, the Company used $27,827 of cash in operations and incurred a net loss of $115,473. The Company 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 financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 3 – 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, 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, 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for future periods or the full year.

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”), a 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 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. As of March 31, 2024, the Company had $297 in cash.

Loans Receivable, net and Allowance for Losses

The Company records its investments in loans receivable at the lower of cost or fair value. Costs are the gross loan receivables 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 charged to bad debt 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.

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 several 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 has no active loans receivable as of March 31, 2024 and December 31, 2023.

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 of March 31, 2024, tax years since 2018 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 Company had no interest income for the three months ended March 31, 2024 and 2023.

When a loan is placed on non-accrual status, the related interest receivable is charged to bad debt 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.

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. Receivables, including those arising from the sale of loan origination services, 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 when received. The Company generally does not resume recognition of interest income once it has been suspended. At December 31, 2021, the Company evaluated the collectability of its loans and lines of credit receivable, in light of economic conditions during the Covid-19 pandemic, established an allowance account to bring these to $0. Accordingly, there is no imputed interest receivable for the three months ended March 31, 2024 or 2023.

From time to time the Company may make available for use its mailing lists and customer lists to other firms in the same or complimentary markets. For the period ended March 31, 2024, the Company received $1,660 for its lists.

Variable Interest Entity

Paris Med

Omega Commercial Finance Corp.

Variable Interest Entity

The Company holds a 10% interest in Paris Med, of which the remaining 90% interest is held by Omega. Through March 31, 2022, 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 March 31, 2024, 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 March 31, 2024, Paris Med has total assets of $0 because the Company established a full reserve for this loan until such time as the loan is repaid. See Note 4. For the three months ended March 31, 2024, Paris Med had no activity.

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. 36,667 shares underlying convertible preferred stock were excluded from the computation of diluted loss per share for the three months ended March 31, 2024 and 2023, 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.

Recently Issued and Adopted Accounting Pronouncements

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 4 - COMMITMENTS AND CONTINGENCIES

Alpha Mortgage Notes, LLC

In exchange for its 90% interest in the Alpha Mortgage Notes, LLC, ("SPV") the Company is required to contribute 4,015,667 shares of common stock to be used by the SPV for the purchase of performing notes for the SPV. The SPV is required to make monthly distributions to its 10% member of $10,000 up until the time a purchase of the performing notes are made, and upon the acquisition of the six mortgages specified in the SPV's operating agreement, monthly payments of $150,000 per month from gross interest income received for 30 months; and 20% of any other future note purchases. The 10% partner will also receive an amount equal to 1% of the principal amounts received on each loan. For the three months ended March 31, 2024, the Company accrued $30,000 of distributions. As of March 31, 2024, $610,000 of minimum distributions are owed to the 10% partner.

Litigation

We are currently involved in the following legal proceedings:

Judicial Ruling

Pending Litigation

Steven T. Matthiesen and Joanna K. Matthiesen, jointly and severally v. Tmothy Fussell et al. In the United States District Court, Southern District of Florida, Case No. 21CV62334. This breach of contract matter resulted in a default judgment against the Defendants in 2022 of $1,514,000 plus fees and costs. This case remains pending as to Defendants Timothy Fussell and Partners South Holdings, LLC only.

Fusion Lodgings LLC v. PLC et al, In the District Court, 160^th Judicial District, Dallas County, TX, Cause No. DC-20-09139. This breach of contract matter resulted in a default judgment against the Defendants of $1,000,000 plus fees and costs.

Supplemental complaint for financial relief in regards to collections, In the circuit court of the eleventh judicial circuit in and for Miami-Dade County, Florida, case #2021-20869-CA01, seeking $144,147 plus 6% interest from 2013. A settlement agreement is currently in place and the debt serviced by a third party.

Advisory Agreement

In June 2019, the Company entered into an advisory agreement, pursuant to which it agreed to compensate a third-party advisor a percentage of future capital raises facilitated by the advisor. Compensation includes non-refundable cash, cash compensation based on a percentage of capital raised. The advisor may elect to receive certain percentage-based fees in the form of equity. Upon the closing of a transaction, the advisor will receive five-year warrants to purchase a number of shares of common stock equal to 8% of the number of shares issue in the transaction at a strike price of the transaction value as defined the agreement. As of the date of this report, no amounts have been earned and no equity instruments have been issued as transaction-based fees pursuant to this agreement.

NOTE 5 – RELATED PARTY TRANSACTIONS

Management Fee

The Company pays its parent company, Omega Commercial Finance Corp (“Omega”) 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 not to exceed $300,000 per year. The agreement remains in effect until cancelled by Omega. During the three months ended March 31, 2024 and 2023, the company accrued management fees of $37,500. Total management fees of $637,500 and $600,000 remain unpaid as of March 31, 2024 and December 31, 2023.

Note Payable

On October 14, 2020, the Company issued a promissory note in the amount of $175,000 to Partners South, Holdings, LLC. The note bears interest at an annual rate of 10% and matured on December 15, 2020. The note is in default and due on demand. As of March 31, 2024 and December 31, 2023, the Company recorded $264,559 and $257,996 in Notes payable - related party

Note Payable – short term

Note Payable - Unrelated Party

On June 29, 2022, the Company issued a promissory note in the amount of $35,000 to an unrelated party. The note bears interest at an annual rate of 24% and matured on December 29, 2022. This note is currently in default, incurring interest at the default rate of 3.5% monthly on the unpaid balance. As of March 31, 2024 and December 31, 2023, the Company recorded $57,654 and $53,979 in Notes payable – short term. As of March 31, 2024 and 2023, the Company recorded $3,625 and $3,625 in interest expense.

NOTE 6 – STOCKHOLDERS’ EQUITY

Temporary Equity

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. On January 15, 2018, the Company issued 20,000 shares of Series 2018 to Partners South Holding LLC for services provided at $15 per share, no warrants attached. The Company allocated $236,897 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 March 31, 2024 and December 31, 2023, was $463,708 and $457,786, net of unamortized discounts of $86,871 and $92,793, respectively.

Preferred Stock

Series A: as of March 31, 2024 and December 31, 2023, the Company has outstanding 1,167 shares of Series A Preferred Stock, par value $15.

Each share of Series A Preferred Stock is convertible at the option of the holder into ten (10) shares of the Company’s common stock for an aggregate of 175,050 shares of common stock, subject to adjustment for stock splits, stock dividends and similar transactions. The Series A Preferred Stock is entitled to share ratably in dividends declared on the Company’s common stock on an “as converted” basis.

Each share of Series A Preferred Stock is entitled to 1 vote on each matter presented to stockholders (subject to adjustment for stock splits, stock dividends and similar transactions). Shares of Series A Preferred Stock vote together with shares of our common stock as a single class, except as required by Delaware law.

Series AA – as of March 31, 2024 and December 31, 2023, the Company has outstanding 100,000 shares of Series AA Preferered Stock held by Omega Commercial.

Each share of Series AA Preferred Stock is convertible at the option of the holder into ten (10) shares of the Company’s common stock for an aggregate of 1,000,000 shares of common stock, subject to adjustment for stock splits, stock dividends and similar transactions. The Series AA Preferred Stock is entitled to share ratably in dividends declared on the Company’s common stock on an “as converted” basis.

Each share of Series AA Preferred Stock is entitled to 450 votes on each matter presented to stockholders (subject to adjustment for stock splits, stock dividends and similar transactions). Shares of Series AA Preferred Stock vote together with shares of our common stock as a single class, except as required by Delaware law. Accordingly, Omega, as the holder of the Series AA Preferred Stock, effectively maintains control over the Company’s affairs following implementation of the capital restructuring and the consummation of this Offering.

Common Stock

At March 31, 2024 and December 31, 2023, the Company had outstanding 11,224,401 shares of its common stock, par value $0.0001.

Capital Contributions

During the three months ended March 31, 2024 and 2023, Omega Commercial Finance Corp paid expenses on behalf of the Company of $28,110 and $8,250.

Common Stock Warrants

There are no outstanding warrants as of March 31, 2024 and December 31, 2023.

NOTE 7 – SUBSEQUENT EVENTS

Effective May 7, 2024, the Company dismissed BF Borgers as its independent registered public accounting firm (See 8-K filed May 5, 2024 on the SEC website).

Effective May 9, 2024 the Company engaged Bush and Associates Inc. as their new independent registered public accounting firm.

The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no such events that warrant disclosure or recognition in the consolidated financial statements presented herein.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Results of Operations

General

We have recognized $1,650 of income for the three months ended March 31, 2024, compared to no revenue for the same period in 2023. As of March 31, 2024, the Company had an accumulated deficit of approximately $11.1 million.

The following table provides selected consolidated balance sheet data as of March 31, 2024.

Balance Sheet Data:	3/31/2024
Cash	$	297
Loan receivable and accrued interest receivable, net of discounts		0
Total assets		297
Current liabilities		5,019,540
Total liabilities		5,019,540
Temporary equity		463,708
Shareholders' equity		(5,482,951	)

Three Months Ended March 31, 2024 as compared to three months ended March 31, 2023

For the three months ended March 31, 2024, we generated $1,650 in income, compared to $0 in 2023. We incurred $106,885 in operating expenses during the 2024 period, compared to $95,200 in 2023.

Liquidity and Capital Resources

During the three months ended March 31, 2024, Omega, the principal stockholder of the Company, paid expenses on behalf of the Company of $28,110. During the three months ended March 31, 2023, Omega made cash contributions of $8,250.

Critical 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 valuation of the allowance for loan losses, loss contingencies, useful life and recoverability of long-lived assets, deferred income tax asset valuations and loss contingencies. 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.

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.

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.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we are not required to include disclosure under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2024, our Chief Executive Officer (our principal executive and financial officer) conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures; as is defined in Rule 13a-15(e) of Exchange Act. We recognize that there are material weaknesses related to our internal controls. Therefore, our Chief Executive Officer has concluded that our disclosure controls and procedures were not effective, as of the end of the period covered by this Annual Report on Form 10-K. This includes ensuring that information required to be disclosed was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Furthermore, to provide reasonable assurance that information required to be disclosed is accumulated and communicated as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our Chief Executive Officer (our principal executive and financial officer) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. We have designed our internal controls to provide reasonable assurance that our financial statements are prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP), and include those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;

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 are being made only in accordance with authorization of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our Chief Executive Officer (our principal executive and financial officer) conducted an evaluation of the effectiveness of our internal controls over financial reporting as of March 31, 2024. In making this evaluation, the Chief Executive Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in its 2013 Internal Control — Integrated Framework.

Based on this evaluation, our Chief Executive Officer has concluded that our internal controls over financial reporting were not effective as of the end of the period covered in this Quarterly Report on Form 10-K. The Chief Executive Officer has concluded that the financial statements included in this report fairly present in all material respects our financial position and results of operations.

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. The Chief Executive Officer’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2024, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

We are currently involved in the following legal proceedings:

We are not aware of any other pending or threatened material legal or administrative proceedings arising in the ordinary course of business. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

ITEM 1A. RISK FACTORS

Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2022. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our operations.

ITEM 5. OTHER INFORMATION

See ITEM 1A above.

ITEM 6. EXHIBITS

Exhibit Number		Description

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act*
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act*
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS	XBRL Instance Document *
101.SCH	XBRL Taxonomy Extension Schema Document *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB	XBRL Taxonomy Extension Label Linkbase Document *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document *

* Filed herein

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALPHA INVESTMENT INC.

/s/ Todd C. Buxton		Chief Executive Officer, Acting Chief Financial Officer and Director		May 20, 2024
TODD C. BUXTON		Title (Principal Executive, financial and Accounting Officer		Date

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Todd C. Buxton, Chief Executive Officer certifies that:

1. I have reviewed this quarterly report on Form 10-Q of Alpha Investment Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant) and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: May 20, 2024

/s/Todd C. Buxton

Todd C. Buxton

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Todd C. Buxton Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alpha Investment Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: May 20, 2024

/s/ Todd C. Buxton

Todd C. Buxton

Acting Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alpha Investment Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Todd C. Buxton, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

May 20, 2024	/s/ Todd C. Buxton
	Todd C. Buxton, Chief Executive Officer
	(principal executive officer)

May 20, 2024	/s/ Todd C. Buxton
	Todd C. Buxton, Acting Chief Financial Officer
	(principal financial and accounting officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-198772
Entity Registrant Name	Alpha Investment Inc.
Entity Central Index Key	0001616736
Entity Tax Identification Number	90-0998139
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 East Campus View Blvd.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43235
City Area Code	305
Local Phone Number	704-3294
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		11,224,401

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 297	$ 14
Total Current Assets	297	14
TOTAL ASSETS	297	14
Current Liabilities:
Accounts payable	787,681	747,771
Accrued management fees - related party	637,500	600,000
Distribution payable	610,000	580,000
Notes payable - short-term	57,654	53,979
Notes payable - related party	264,559	257,996
Judgments and settlements payable	2,662,147	2,662,147
Total Current Liabilities	5,019,540	4,901,894
Total Liabilities	5,019,440	4,901,894
Temporary Equity:
Series 2018 Convertible Preferred Stock ($0.0001 par value), net of discounts of $86,871 and $92,793, respectively, 100,000 shares authorized; 36,667 shares issued and outstanding (liquidation value: $500,000) (See Note 8)	463,708	457,786
Temporary Equity, net	463,708	457,786
Stockholders' Equity:
Common stock, ($0.0001 par value), 100,000,000 shares authorized; 11,224,401 and 11,224,401 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	1,123	1,123
Additional paid-in capital	6,073,400	6,045,290
Accumulated deficit	(11,056,477)	(10,935,082)
Total Equity	(4,964,439)	(4,871,154)
Non-controlling interest in variable interest entities	(518,512)	(488,512)
Total Stockholders' Equity	(5,482,951)	(5,359,666)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	297	14
Series A Convertible Preferred Stock
Stockholders' Equity:
Preferred stock ($0.0001 par value), 20,000,000 shares	17,505	17,505
Series AA Convertible Preferred Stock
Stockholders' Equity:
Preferred stock ($0.0001 par value), 20,000,000 shares	$ 10	$ 10

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	11,224,401	11,224,401
Common stock, shares outstanding	11,224,401	11,224,401
Series 2018 Convertible Preferred Stock
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, net of discounts	$ 86,871	$ 92,793
Temporary equity, shares authorized	100,000	100,000
Temporary equity, shares issued	36,667	36,667
Temporary equity, shares outstanding	36,667	36,667
Temporary equity, liquidation value	$ 500,000	$ 500,000
Series A Convertible Preferred Stock
Preferred stock, par value	$ 15.00	$ 15.00
Preferred stock, shares outstanding	1,167	1,167
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	1,167	1,167
Series AA Convertible Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding	100,000	100,000
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	100,000	100,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income:
Sales/Revenue	$ 0	$ 0
Total Income	0	0
General and Administrative Expenses:
Management fee - related party	37,500	37,500
Administrative expenses	32,385	25,023
Professional fees	37,000	32,677
Total General and Administrative Expenses	106,885	95,200
Loss from Operations	(106,885)	(95,200)
Other Income/Expense:
Other revenue	1,650	0
Judgment payable		(144,147)
Interest expense, net	(10,238)	(10,238)
Total Other Expense	(8,588)	(154,385)
Net Loss	(115,473)	(249,584)
Amortization of discounts on Series 2018 preferred stock and redeemable common stock	(5,922)	(5,922)
Net Loss Attributable to Common Stockholders	$ (121,395)	$ (255,506)
Basic and Diluted Loss Per Share	$ (0.01)	$ (0.03)
Basic and Diluted Weighted Average Number of Common Shares Outstanding	11,224,401	9,724,401

Statement of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock	Series A Preferred Stock	Series AA Preferred Stock	Paid-In Capital	Non-Controlling Interest	Accumulated Deficit	Total
Beginning balance, value at Dec. 31, 2022	$ 973	$ 17,505	$ 10	$ 6,012,900	$ (368,512)	$ (10,398,416)	$ (4,735,540)
Shares outstanding at Dec. 31, 2022	9,724,401	1,167	100,000
Stockholder contribution				8,250			8,250
Distributions due to non-controlling interest					(30,000)		(30,000)
Amortization of discount on redeemable preferred stock						(5,922)	(5,922)
Net loss						(249,584)	(249,584)
Ending balance, value at Mar. 31, 2023	$ 973	$ 17,505	$ 10	6,021,150	(398,512)	(10,653,922)	(5,012,796)
Shares outstanding at Mar. 31, 2023	9,724,401	1,167	100,000
Beginning balance, value at Dec. 31, 2023	$ 1,123	$ 17,505	$ 10	6,045,290	(488,512)	(10,935,082)	(5,359,666)
Shares outstanding at Dec. 31, 2023	11,224,401	1,167	100,000
Stockholder contribution				28,110			28,110
Distributions due to non-controlling interest					(30,000)		(30,000)
Amortization of discount on redeemable preferred stock						(5,922)	(5,922)
Net loss						(115,473)	(115,473)
Stock exchange
Ending balance, value at Mar. 31, 2024	$ 1,123	$ 17,505	$ 10	$ 6,073,400	$ (518,512)	$ (11,056,477)	$ (5,482,951)
Shares outstanding at Mar. 31, 2024	11,224,401	1,167	100,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (115,473)	$ (249,584)
Changes in operating assets and liabilities:
Increase in interest receivable
Increase in accrued management fees - related party	37,500	37,500
Decrease in accounts payable and accrued expenses	39,909	49,450
Increase in notes payable-short term	3,675	3,675
Increase in notes payable - related party	6,563	6,562
Increase in judgments & settlements payable		144,147
Net cash used in operating activities	(27,827)	(8,250)
Cash Flows from Investing Activities:
Net cash from investing activities
Cash Flows from Financing Activities:
Proceeds from stockholder contribution	28,110	8,250
Net cash provided by (used in) financing activities	28,110	8,250
Net increase (decrease) in cash	283
Cash and restricted cash at beginning of quarter	14
Cash and restricted cash at end of quarter	297
Supplemental Disclosure of Cash Flow Information:
Interest
Income Taxes
Schedule of Non-Cash Investing and Financing Activities:
Distribution due to non-controlling interest	30,000	30,000
Amortization of discount on redeemable preferred stock	$ 5,922	$ 5,922

ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

GOING CONCERN

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 – GOING CONCERN

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. As of March 31, 2024, the Company had $297 in cash.

Loans Receivable, net and Allowance for Losses

Income Taxes

Accounting for Uncertainty in Income Taxes

Revenue Recognition and Investment Income

Variable Interest Entity

Paris Med

Omega Commercial Finance Corp.

Variable Interest Entity

Fair Value

Net Loss Per Share

Concentration of Credit Risk

Recently Issued and Adopted Accounting Pronouncements

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Alpha Mortgage Notes, LLC

Litigation

We are currently involved in the following legal proceedings:

Judicial Ruling

Pending Litigation

Advisory Agreement

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

Management Fee

Note Payable

Note Payable – short term

Note Payable - Unrelated Party

STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 6 – STOCKHOLDERS’ EQUITY

Temporary Equity

Preferred Stock

Series A: as of March 31, 2024 and December 31, 2023, the Company has outstanding 1,167 shares of Series A Preferred Stock, par value $15.

Series AA – as of March 31, 2024 and December 31, 2023, the Company has outstanding 100,000 shares of Series AA Preferered Stock held by Omega Commercial.

Common Stock

At March 31, 2024 and December 31, 2023, the Company had outstanding 11,224,401 shares of its common stock, par value $0.0001.

Capital Contributions

During the three months ended March 31, 2024 and 2023, Omega Commercial Finance Corp paid expenses on behalf of the Company of $28,110 and $8,250.

Common Stock Warrants

There are no outstanding warrants as of March 31, 2024 and December 31, 2023.

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events

SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

Effective May 7, 2024, the Company dismissed BF Borgers as its independent registered public accounting firm (See 8-K filed May 5, 2024 on the SEC website).

Effective May 9, 2024 the Company engaged Bush and Associates Inc. as their new independent registered public accounting firm.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	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, 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, 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for future periods or the full year.
Principles of Consolidation	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”), a 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	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 and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. As of March 31, 2024, the Company had $297 in cash.
Loans Receivable, net and Allowance for Losses	Loans Receivable, net and Allowance for Losses The Company records its investments in loans receivable at the lower of cost or fair value. Costs are the gross loan receivables 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 charged to bad debt 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. 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 several 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 has no active loans receivable as of March 31, 2024 and December 31, 2023.
Income Taxes	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	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 of March 31, 2024, tax years since 2018 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	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 Company had no interest income for the three months ended March 31, 2024 and 2023. When a loan is placed on non-accrual status, the related interest receivable is charged to bad debt 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. 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. Receivables, including those arising from the sale of loan origination services, 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 when received. The Company generally does not resume recognition of interest income once it has been suspended. At December 31, 2021, the Company evaluated the collectability of its loans and lines of credit receivable, in light of economic conditions during the Covid-19 pandemic, established an allowance account to bring these to $0. Accordingly, there is no imputed interest receivable for the three months ended March 31, 2024 or 2023. From time to time the Company may make available for use its mailing lists and customer lists to other firms in the same or complimentary markets. For the period ended March 31, 2024, the Company received $1,660 for its lists. Variable Interest Entity Paris Med Omega Commercial Finance Corp. Variable Interest Entity The Company holds a 10% interest in Paris Med, of which the remaining 90% interest is held by Omega. Through March 31, 2022, 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 March 31, 2024, 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 March 31, 2024, Paris Med has total assets of $0 because the Company established a full reserve for this loan until such time as the loan is repaid. See Note 4. For the three months ended March 31, 2024, Paris Med had no activity.
Fair Value	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	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. 36,667 shares underlying convertible preferred stock were excluded from the computation of diluted loss per share for the three months ended March 31, 2024 and 2023, because their impact was anti-dilutive.
Concentration of Credit Risk	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.
Recently Issued and Adopted Accounting Pronouncements	Recently Issued and Adopted Accounting Pronouncements 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.

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)	3 Months Ended	12 Months Ended
	Mar. 31, 2024 USD ($)	Dec. 31, 2019 USD ($)	Jul. 30, 2020 a
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Distributions payable to real estate partnerships	$ 30,000
Joint Venture \| Parsons Energy Group, LLC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Leasehold mining rights, acres \| a			1,200
Alpha Investment Inc. \| Alpha Mortgage Notes I, LLC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Proceeds from contributed capital		$ 1,000,000
Distributions payable to real estate partnerships		$ 10,000

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 11,056,477		$ 10,935,082
Net cash used in operating activities	27,827	$ 8,250
Net income loss	$ 115,473	$ 249,584

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash	$ 297		$ 14
Allowance for accounts and financing receivables				$ 0
Revenue from mailing and customer lists	1,660
Variable interest entity, assets	$ 297		$ 14
Shares Underlying Convertible Preferred Stock
Shares excluded from computation of diluted loss per share	36,667	36,667
Paris Med \| Omega Commercial Finance Corp.
Variable interest entity, ownership percentage in Paris MED	90.00%
Paris Med \| Variable Interest Entity
Variable interest entity, assets	$ 0
Alpha Investment Inc. \| Paris Med
Variable interest entity, ownership percentage in Paris MED	10.00%
Alpha Investment Inc. \| Alpha Mortgage Notes I, LLC
Managing member, ownership interest	90.00%

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2019	Dec. 31, 2023
Loss Contingencies [Line Items]
Distribution payable to noncontrolling interest	$ 30,000
Distributions payable	610,000		$ 580,000
Judicial Ruling
Loss Contingencies [Line Items]
Default judgement	1,514,000
Judicial Ruling #2
Loss Contingencies [Line Items]
Default judgement	1,000,000
Pending Litigation
Loss Contingencies [Line Items]
Damages sought	$ 144,147
Alpha Investment Inc. \| Alpha Mortgage Notes I, LLC (SPV)
Loss Contingencies [Line Items]
Distribution policy, description		In exchange for its 90% interest in the Alpha Mortgage Notes, LLC, ("SPV") the Company is required to contribute 4,015,667 shares of common stock to be used by the SPV for the purchase of performing notes for the SPV.
Managing Member \| Alpha Mortgage Notes I, LLC (SPV) \| Alameda Partners LLC
Loss Contingencies [Line Items]
Commitment, description		The SPV is required to make monthly distributions to its 10% member of $10,000 up until the time a purchase of the performing notes are made, and upon the acquisition of the six mortgages specified in the SPV's operating agreement, monthly payments of $150,000 per month from gross interest income received for 30 months; and 20% of any other future note purchases. The 10% partner will also receive an amount equal to 1% of the principal amounts received on each loan.

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 14, 2020	Jun. 30, 2017	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2023
Related Party Transaction [Line Items]
Management fee payable			$ 637,500			$ 600,000
Note Payable - Unrelated Party
Related Party Transaction [Line Items]
Note payable					$ 35,000
Debt Instrument, Interest Rate, Stated Percentage					24.00%
Debt Instrument, Maturity Date					Dec. 29, 2022
Short-Term Nonbank Loan and Note Payables			57,654			53,979
Interest expense			3,625	$ 3,625
Partners South Holdings LLC
Related Party Transaction [Line Items]
Note payable	$ 175,000
Interest rate	10.00%
Maturity date	Dec. 15, 2020
Notes payable - related party			264,559			257,996
Corporate Governance Management Agreement \| Omega Commercial Finance Corp. and Omega Streets Capital
Related Party Transaction [Line Items]
Commitment, description		Omega is to provide services related to facilitating the introduction of potential investors for compensation not to exceed $300,000 per year. The agreement remains in effect until cancelled by Omega.
Accrued management fees			37,500	$ 37,500
Management fee payable			$ 637,500			$ 600,000

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Nov. 27, 2017	Nov. 27, 2017	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Convertible Preferred Stock, net of discount			$ 463,708		$ 457,786
Preferred stock, shares outstanding			20,000,000		20,000,000
Preferred stock, par value			$ 0.0001		$ 0.0001
Common stock, shares outstanding			11,224,401		11,224,401
Common stock, par value			$ 0.0001		$ 0.0001
Omega Commercial Finance Corp.
Class of Stock [Line Items]
Capital contributions			$ 28,110	$ 8,250
Series A Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding			1,167		1,167
Preferred stock, par value			$ 15.00		$ 15.00
Preferred stock, terms of conversion			Each share of Series A Preferred Stock is convertible at the option of the holder into ten (10) shares of the Company’s common stock for an aggregate of 175,050 shares of common stock, subject to adjustment for stock splits, stock dividends and similar transactions.
Preferred stock, voting rights			Each share of Series A Preferred Stock is entitled to 1 vote on each matter presented to stockholders (subject to adjustment for stock splits, stock dividends and similar transactions). Shares of Series A Preferred Stock vote together with shares of our common stock as a single class, except as required by Delaware law.
Series AA Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding			100,000		100,000
Preferred stock, par value			$ 0.0001		$ 0.0001
Preferred stock, terms of conversion			Each share of Series AA Preferred Stock is convertible at the option of the holder into ten (10) shares of the Company’s common stock for an aggregate of 1,000,000 shares of common stock, subject to adjustment for stock splits, stock dividends and similar transactions. The Series AA Preferred Stock is entitled to share ratably in dividends declared on the Company’s common stock on an “as converted” basis.
Preferred stock, voting rights			Each share of Series AA Preferred Stock is entitled to 450 votes on each matter presented to stockholders (subject to adjustment for stock splits, stock dividends and similar transactions). Shares of Series AA Preferred Stock vote together with shares of our common stock as a single class, except as required by Delaware law. Accordingly, Omega, as the holder of the Series AA Preferred Stock, effectively maintains control over the Company’s affairs following implementation of the capital restructuring and the consummation of this Offering.
Series 2018 Convertible Preferred Stock
Class of Stock [Line Items]
Temporary equity, shares issued	16,667	16,667
Temporary equity, par value	$ 15.00	$ 15.00
Proceeds from issuance of equity		$ 250,000
Temporary equity, additional disclosure	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. On January 15, 2018, the Company issued 20,000 shares of Series 2018 to Partners South Holding LLC for services provided at $15 per share, no warrants attached.
Amortization of discount		$ 236,897
Convertible Preferred Stock, net of discount			$ 463,708		$ 457,786
Unamortized discount			$ 86,871		$ 92,793

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