(Note: Alpha Investment Inc. withdrew its plans for a NASDAQ uplisting in an SEC filing dated Dec. 7, 2022. The mortgage lending company filed its S-1 in February 2020. The company had planned a micro-cap public offering in connection with its uplisting to the NASDAQ from the OTC Pink Sheets, where its stock is listed but does not trade.)

From the prospectus:

Omega Capital Finance Corp., our principal stockholder, will control between 82.3 % and 81.9 % of the combined voting power of our capital stock upon completion of this offering.

**As of Sept. 30, 2021 , the Company has incurred cumulative net losses of $ 5,454,879 ($5.45 million) 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.

Risks Related to Our Business

Alpha Investment was incorporated on Feb. 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 Sale 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.