As filed with the Securities and Exchange Commission on ~~September 16, 2014~~ November 30 , 2020

Registration No. ~~333-______ ================================================================================~~ 333- 236371

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

AMENDMENT NO. 1

FORM S-1 REGISTRATION STATEMENT ~~Under the~~

UNDER

THE SECURITIES ACT OF 1933 ~~Gogo Baby, Inc. (Name~~

ALPHA INVESTMENT INC.

(Exact name of ~~Small Business Issuer~~registrant as specified in its ~~Charter) Delaware 3944 90-0998139 (State or other Jurisdiction~~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 (Primary Standard Industrial (IRS Employer Incorporation or Organization) Classification Code Number) Identification No.) Gogo Baby, Inc. 5745 Kearny Villa Rd. #102 San Diego, CA 92123 (858) 492 1288 Fax: (619) 421-2653 (Addressregistrant’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 Principal Place of Business or Intended Principal Place of Business) Malcolm Hargrave Gogo Baby, Inc. 5745 Kearny Villa Road #102 San Diego, CA 92123 (858) 492 1288 Fax: (619) 421-2653 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agentagent for ~~Service)~~ service)

Copies ~~of Communications~~ to: Karen A.Batcher, Esq. Synergen Law Group, APC 819 Anchorage Place, Suite 28 Chula Vista, CA 91914 Telephone 619 475 7882 Fax 866 352 4342

Dale S. Bergman, Esq.
Gutiérrez Bergman Boulris, PLLC
901 Ponce De Leon Blvd., Suite 303
Coral Gables, FL 33134
(305) 358-5100

Sara L. Terheggen, Esq.

The NBD Group, Inc.

350 N. Glendale Avenue, Suite B-522

Glendale, CA 91206

(310) 890-0110

Approximate date of commencement of proposed sale to the public: As soon as ~~possible~~practicable after the effective date of this ~~Registration Statement is effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]~~ 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, ~~other than securities offered only in connection with dividend or interest reinvestment plans,~~ check the following box. ~~[X]~~ o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~please~~ 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~~accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. ~~Large~~See the definitions of “large accelerated filer, ~~[ ] Accelerated Filer [ ] Non-accelerated~~” “accelerated filer, ~~[ ] Smaller~~” “smaller reporting company, ~~[X] If delivery~~” and “emerging growth company” in Rule 12b-2 of the ~~Prospectus is expected~~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 ~~be made~~use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule 434, please check~~Section 7(a)(2)(B) of the ~~following box. [ ]~~ Securities Act. o

CALCULATION OF REGISTRATION FEE ================================================================================ Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered Per Share Offering Price Fee -------------------------------------------------------------------------------- Common Stock 1,000,000 NA $1,000 $0.13 (1) ================================================================================ (1) Calculated pursuant to Rule 457(a).

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾		Amount of Registration Fee⁽³⁾
Common Stock, $0.0001 par value	$	11,500,000	$	1,254.65
Representative’s warrant to purchase common stock⁽⁴⁾		—		—
Common stock, $0.0001 par value $0.0001 underlying Representative’s Warrants⁽⁵⁾		700,000		76.37
TOTAL	$	12,200,000	$	1,331.02	⁽⁶⁾

(1)		Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) the shares of common stock registered hereby also include an indeterminate number of additional shares as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

(2)		Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. Includes the offering price of shares of common Stock that the Underwriters have the option to purchase to cover over-allotments, if any.

(3)		Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

(4)		In accordance with Rule 457(g) under the Securities Act, because the Registrant’s shares of common stock underlying the warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.

(5)		Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The warrants are exercisable at a per share exercise price equal to 100% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the shares of common stock underlying the representative’s warrant is equal to the aggregate exercise price of the representative’s warrant or $700 (7% of $10,000,000).

(6)		Which has heretofore been paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the ~~registrant~~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 ~~said~~ Section 8(a), may determine. ~~================================================================================ <PAGE> GOGO BABY, INC. 1,000,000 SHARES~~

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 NOVEMBER 30, 2020

Shares

Common Stock

We are offering shares of ~~COMMON STOCK All~~our common stock, $.0001 par value per share (“Shares”) (the “Offering”). Our common stock is currently quoted on the OTCPink tier of the ~~shares of GoGo Baby,~~over-the-counter market (“OTCPink”) operated by OTC Markets Group, Inc. (", under the ~~Company") offered hereby~~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 ~~being offered by DTH International Corporation. DTH International Corporation, the selling shareholder, owns 1,500,000 shares of the~~no recent closing quotations for our Shares. We have applied to list our common stock listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ALPC”. We believe that upon completion of ~~GoGo Baby, Inc., a Delaware Corporation. DTH International Corporation~~this offering, we will ~~distribute to its shareholders approximately 1,000,000 shares of its GoGo Baby~~meet the standards for listing on the Nasdaq. We cannot guarantee that we will be successful in listing our common stock ~~(see "Distribution"). The distribution~~on the Nasdaq; however, we will not complete this Offering unless we are so listed. We expect the offering price of our common stock in this offering will be ~~made to holders of record of DTH International Corporation common stock as of the close of business on~~between $ and $ per share.

Until December 31, 2013, on the basis of one share of GoGo Baby's common stock for each one share of DTH International Corporation common stock held. The 1,000,000 shares of the common stock distributed to DTH International Corporation shareholders will represent approximately 2.7% of all the issued and outstanding shares of the common stock of the Company. DTH International Corporation acquired 1,500,000 shares of the common stock of GoGo Baby on November 14, 2013, for $1,000. After the distribution, a shareholder of GoGo Baby will control approximately 95% of the outstanding common stock. Neither GoGo Baby nor DTH International Corporation will receive any proceeds since no consideration2020, we will be ~~paid to DTH International Corporation or GoGo Baby~~an “emerging growth company,” as defined in ~~connection with the distribution~~Section 2(a) of ~~these shares. Affiliates of the Company (as that term is defined in~~ the Securities Act of 1933, as ~~amended) will not be able~~amended, and, as such, have elected to ~~sell common stock~~comply with certain reduced public disclosure requirements for this prospectus. See “Prospectus Summary—Implications of ~~the~~Being an Emerging Growth Company ~~received~~.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus and in the ~~distribution, after the 90-day period subsequent~~documents incorporated by reference into this prospectus to the date of this Prospectus, unless and until such shares are again registered under another effective registration statement, or unless such sales are made pursuant to an exemption from registration. Shares being distributed are limited to those shareholders of DTH International Corporation, residingread about factors you should consider before investing in California and to non-United States residents. GoGo Baby is not selling any shares of its common stock in this distribution and therefore will not receive any proceeds. The Company's common stock is presently not traded on any market or securities exchange. Although the Company intends to apply for trading of its common stock on the OTC Bulletin Board, public trading of its common stock may never materialize. These securities have not been approved or disapproved byour securities.

Neither the Securities and Exchange Commission nor any state securities commission has ~~the Commission~~approved or disapproved of these securities or passed upon the ~~accuracy~~adequacy or ~~adequacy~~accuracy of this ~~Prospectus.~~prospectus. Any representation to the contrary is a criminal offense. ~~GoGo Baby, Inc. does not consider itself a blank check company~~

		Per Share		Total
Public offering price	$		$
Underwriting discounts and commissions ⁽¹⁾	$		$
Proceeds to us, before expenses⁽²⁾	$		$

(1)	In addition, we have agreed to reimburse the underwriters for certain expenses. See “Underwriting” on page 38 of this prospectus for additional information.

(2)	Does not include proceeds from the exercise of the Representative’s warrants in cash, if any.

We have granted the representative of the underwriters an option to purchase from us, at the public offering price, up to additional Shares, less the underwriting discounts and ~~does not have any intention~~commissions, within 45 days from the date of this prospectus to ~~engage~~cover over-allotments, if any. If the representative of the underwriters exercises the option in a reverse merger with any entity. GoGo Baby, Inc. is an emerging growth company. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK, AND PROSPECTIVE PURCHASERS SHOULD BE PREPARED TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT (SEE "RISK FACTORS" ON PAGE 4). For purposesfull, the total underwriting discounts and commissions will be $ , and the total proceeds to us, before expenses, will be $ ..

The underwriters expect to deliver the shares of ~~qualifying pursuant~~common stock to ~~a Registration Statement filed~~the purchasers on ~~Form S-1, the Company has placed an aggregate value on the 1,000,000 Shares of $1,000~~ or ~~$0.001 per share (see "Determination of Offering Price"). DTH International Corporation is considered an underwriter.~~ about , 2020.

Boustead Securities

The date of this ~~Prospectus~~prospectus is ~~_________, 2014 GoGo Baby is not currently subject~~, 2020

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA

We use market data and industry forecasts throughout this prospectus and, in particular, in the ~~periodic reporting requirements~~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, primarily the 2021 U.S. Real Estate Market Outlook report, prepared and made publicly available by CBRE Group, Inc. (“CBRE”) . There can be no assurance that any of the ~~Securities Exchange Act of 1934, but~~projections will be ~~subject~~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.

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 ~~such requirements after~~purchase our Shares offered hereby. You should very carefully and thoroughly read the distribution. It is the intention of GoGo Baby to send to each of its shareholders an Annual Report containing certified financial statements following the end of each fiscal year. <PAGE> TABLE OF CONTENTS PROSPECTUS SUMMARY ......................................................... 3 OUR COMPANY ................................................................ 3 THE OFFERING ............................................................... 3 SUMMARY FINANCIAL STATUS ................................................... 3 RISK FACTORS ............................................................... 4 THE DISTRIBUTION ........................................................... 11 MANAGEMENT'S DISCUSSION AND ANALYSIS ....................................... 12 BUSINESS ................................................................... 16 MANAGEMENT ................................................................. 17 PRINCIPAL SHAREHOLDERS ..................................................... 21 CERTAIN TRANSACTIONS ....................................................... 22 DESCRIPTION OF SECURITIES .................................................. 22 PENNY STOCK RULES .......................................................... 23 LEGAL MATTERS .............................................................. 24 EXPERTS .................................................................... 24 FINANCIAL STATEMENTS ....................................................... 24 2 <PAGE> PROSPECTUS SUMMARY This entire Prospectus and our consolidated financial statements and related notes should be read carefully. There is more detailed information in this prospectus and review our financial statements and all other ~~places of the Prospectus.~~ information that is included in this prospectus.

Unless the context otherwise requires, ~~otherwise, 'we,' 'us,' 'our,'~~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. In addition, the Company from time to time will also engage in participating equity financing within strategic opportunistic projects and businesses that could bring added value to shareholders.

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.

Alameda Partners Joint Venture

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.

Recent Developments

On December 31, 2019, Alpha Investment executed a Share Exchange Agreement (the “Purchase Agreement”) with Parsons Energy Group LLC, a Delaware limited liability company (“Parsons Energy”) that owns leasehold mining rights on approximately 1,200 acres located in Independence, Wisconsin, which contains an estimated 1110 Million Tons of Tier 1 Northern White Fracking Sand. Parsons represented that its leasehold mining rights had an estimated “As Is” value of approximately $300 million. Pursuant to the Purchase Agreement, the Company was to acquire a 19% limited liability company membership interest in Legacy Sand Group, LLC (“Legacy Sand”), a newly organized Florida limited liability company formed in connection with the transaction to exploit the fracking rights in exchange for the issuance by Alpha Investment of its Series 2020 Preferred Stock having an estimated value of $57.0 million to Legacy Sand.

Prior to closing of the transaction, the Company ordered an MIA appraisal that valued Parsons Energy’s real property and mining rights at an “As Is” value of $178.0 million as of April 15, 2020. Accordingly, the Company and Parsons entered into an amendment to the Purchase Agreement effective as of June 30, 2020 reflecting the revised valuation. Thereafter, Legacy Sand was organized and title to the fracking rights was transferred to Legacy Sand.

Legacy Sand has four (4) members: (a) Parsons Management Group, LLC. an affiliate of Parsons Energy (“Parsons Management”), which operates in the fracking industry as an owner and operator of leasehold real property assets and or consulting services; (b) Kanatit Investments LLC, which is engaged in real asset investment management and fracking consulting services; (c) Windsor Business Solutions LLC, which is engaged in commercial real estate consulting services; and (d) Alpha Investment. Legacy Sand is managed by Rick Parsons, Randal Smith, and Larry Williams who are affiliated with Parsons Management, Kanatit Investments LLC and Windsor Business Solutions LLC, respectively.

The Company has designated 3,382 shares of its authorized, but unissued preferred stock, as the Series 2020 Preferred Stock as consideration in the transaction with Parsons Energy. The Series 2020 Preferred Stock has a par value of $10,000 per share and each share is convertible at the option of the holder into 1,125 shares of the Company’s common stock for an aggregate of 3,804,750 shares of common stock, subject to adjustment for stock splits, stock dividends and similar ~~terms refer~~transactions. Holders of our Series 2020 Preferred Stock have no voting rights, except as required by Delaware law.

Potential Effects of the COVID-19 Pandemic on our Business

Commercial mortgage lending may be subject to ~~GoGo Baby, Inc. OUR COMPANY GoGo Baby, Inc. was~~volatility during the COVID-19 pandemic and may be adversely affected by a number of factors, including, but not limited to, national, regional and local economic conditions; local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; retroactive changes to building or similar codes; pandemics; natural disasters and other acts of god. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans or loans, as the case may be, which could also cause us to suffer losses. Market volatility has been particularly heightened due to the COVID-19 global pandemic. COVID-19 has disrupted economic activities and could have a continued significant adverse effect on economic and market conditions including limited lending from financial institutions, depressed asset values, and limited market liquidity. At the present time, we are unable to estimate the potential adverse effect which the pandemic may have on our business, operations and financial condition.

Corporate History

We were incorporated in the State of Delaware on February 22, ~~2013. Our address~~2013, to develop, create, manufacture and ~~telephone numbers are 5745 Kearny Villa Road, San Diego, CA, 92123;, Fax (619) 421-2653. GoGo Baby, Inc. does not consider itself~~market toys for small children which would be designed to attach to car seats and amuse and entertain children during a ~~blank check company and does not have any intention~~drive, without distracting the attention of the driver. The Company, however, encountered significant constraints in raising sufficient capital to engage in a reverse merger with any entity in an unrelated industry. SUMMARY OF THE OFFERING Securities Offered (1) This prospectus covers the distribution as a dividend of 1,000,000fully implement its business plan.

On March 17, 2017, Omega purchased 35,550,000 outstanding shares of the Company’s common stock ~~of GoGo Baby, Inc. by~~(the “Control Share Sale”) from Malcolm Hargrave (35,000,000 shares), DTH International Corporation ~~, Inc., which constitutes approximately 3%~~(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 ~~common stock.~~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 (Dr. Fussell stepped down from those positions in April 2020) and Todd C. Buxton, Omega’s then 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 ~~distribution~~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.

Implications of Being an Emerging Growth Company

Until December 31, 2020, the Company will be ~~made~~an “emerging growth company” under the Jobs Act and as such, has elected to ~~holders~~comply with certain reduced public disclosure requirements for this prospectus.

The Jumpstart Our Business Startups Act (the “JOBS Act") was enacted in April 2012 with the intention of ~~record of DTH International Corporation stock~~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 ~~close~~JOBS Act. As an emerging growth company, we may take advantage of ~~business~~exemptions from various public reporting requirements, including (a) 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, (b) requirements related to compliance with new or revised accounting standards, (c) requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports and proxy statements, (d) the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments, (e) if adopted by the Public Company Accounting Oversight Board (United States), mandatory audit firm rotation requirements; and (f) 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 (a) the last day of the fiscal year in which we have $1.07 billion or more in annual revenue; (b) the date we qualify as a "large accelerated filer" with at least $700 million of equity securities held by non-affiliates; (c) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; 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, 2013, on the basis of one share of GoGo Baby's common stock for each share of DTH International Corporation, common stock held. Number of Shares of: Common Stock Outstanding: 36,550,000 shares Risk Factors: 2020.

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.

The ~~shares of the common stock involve a high degree of risk. Holders should review carefully and consider the factors described in "Risk Factors."~~ 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 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 contingent upon the passing upon of certain legal matters by counsel and certain conditions such as confirmation of the accuracy of representations and warranties by us about our financial condition and operations and other matters. The obligation of the underwriters to purchase the Shares is conditioned upon our receiving approval to list the shares of common stock on Nasdaq. 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 approximately $ , 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. We may also use a portion of the net proceeds of the Offering to participate on an equity basis in strategic opportunities, projects and businesses, which management believes have the potential of bringing added value to our stockholders. In addition, a portion of the net proceeds of this Offering will be used 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.

OTCPink symbol	“ALPC”

Proposed Nasdaq Symbol:	We have applied to have our common stock listed on the Nasdaq Capital Market under the symbol “ALPC”. No assurance can be given that such listing will be approved or that a trading market will develop for our common stock.

⁽¹⁾

Does not include (a) 1,375,000 Shares reserved for issuance under our 2017 Stock Incentive Plan (the “Incentive Plan”); (b) 7,473,785 Shares issuable upon conversion of 36,667 shares of outstanding Series 2018 Preferred Stock, 1,167 shares of outstanding Series A Convertible Preferred Stock and 3,382 shares of outstanding Series 2020 Preferred Stock; and (c) 520,000 Shares issuable upon the exercise of outstanding warrants sold in connection with the sale of the Series 2018 Preferred Stock.

SUMMARY FINANCIAL INFORMATION

The following ~~tables set forth for~~summary financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the periods indicated selected financial information for GOGO BABY, INC. SUMMARY BALANCE SHEET DATA: As of June 30, 2014 ------------- Current Assets: $ 8,537 Total Assets: $ 8,542 Total Liabilities: $ 10,040 Shareholders Equity $ (1,498) SUMMARY STATEMENT OF OPERATIONS DATA: February 22, 2013 (inception) to June 30, 2014 ------------- (Unaudited) Income $ 0 Net Loss $ (6,003) GoGo Baby has beenFinancial Statements and Notes thereto, included elsewhere in ~~the development stage since February 22, 2013 and has been actively involved in the development of its product. 3 <PAGE>~~ this prospectus.

Statement of Operations Data:	Nine Months Ended September 30,			Nine Months Ended September 30,			Year Ended December 31,			Year Ended December 31,
	2020			2019			2019			2018
	(unaudited)			(unaudited)
Net Investment Income	$	28,315		$	78,158		$	90,115		$	46,799
General and Administrative Expenses	$	603,526		$	1,176,517		$	1,480,921		$	550,223
Gain Deconsolidation	$	—		$	316,774		$	316,774		$	—
Interest Expense	$	(9,237	)	$	(623,212	)	$	(623,213	)	$	(1,104,724	)
Net Loss	$	(584,448	)	$	(1,404,797	)	$	(1,694,243	)	$	(1,608,148	)

Balance Sheet Data	As of September 30,		As of December 31,		As of December 31,
	2020		2019		2018
	(unaudited)
Cash	$	47,056	$	91,693	$	11,786
Restricted Cash Held in Escrow	$	—	$	2,509,186	$	2,500,099
Loans receivable, net of discounts	$	1,456,592	$	1,478,571	$	1,117,794
Investment in Legacy Sand Group, LLC	$	33,323,000		—		—
Total Assets	$	34,827,359	$	4,030,455	$	3,690,680

Current Liabilities	$	339,872	$	137,320	$	70,914
Total Liabilities	$	360,672	$	137,320	$	70,914
Temporary Equity	$	380,800	$	2,863,034	$	2,839,346
Total Stockholders’ Equity	$	34,085,887	$	1,030,101	$	720,430
Total Liabilities and Stockholders’ Equity	$	34,827,359	$	4,030,455	$	3,680,680

RISK FACTORS

An investment in our ~~common stock~~Shares involves a high degree of risk. You should carefully consider the risks described below, ~~and~~together with all of the other information included in this prospectus, ~~before investing~~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 ~~common stock.~~business operations. If any of the following risks actually occur, our business, ~~operating results and~~ financial condition or results of operations could be ~~seriously harmed. The trading price~~materially adversely affected, the value of our common stock ~~when and if we trade at a later date,~~ could decline, ~~due to any of these risks,~~ and you may lose all or part of your investment. RISKS ASSOCIATED WITH OUR BUSINESS WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE NO OPERATING HISTORY OR GENERATED ANY REVENUES. AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLAN.

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. ~~was incorporated February 22, 2013~~to develop, create, manufacture and ~~we have not~~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 ~~any revenues. We have~~only minimal revenues therefrom and has no operating history ~~and only one proposed product~~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 ~~initial startup~~implementation of our ~~business.~~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~~Shares you purchase. ~~WE HAVE ONLY A PATENT PENDING AT THE PRESENT TIME. THE PATENT PENDING DOES NOT PROVIDE THE SAME PROTECTION OF AN ISSUED PATENT. GoGo Baby, Inc. has~~

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

As of the rights to a patent pending not an issued patent. It is unknown what claims that have been requested will be granted. WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND/OR WE INADVERTENTLY MAY BE INFRINGING ON THE INTELLECTUAL PROPERETY RIGHTS OF OTHERS, WHICH COULD RESULT IN SIGNIFICANT EXPENSE AND LOSS OF INTELLECTUAL PROPERTY RIGHTS. If a court determines that we infringed on the rightsdate of others, we may be required to obtain licenses from such other parties and may be required to pay significant sums as damages to such parties. The persons or organizations holding the desired technology may not grant licenses to us or the terms of such licenses may not be acceptable to us. In addition, we could be required to expend significant resources to develop non infringing technology, or to defend claims of infringement brought against us. We rely on the registration of patents and trademarks, as well as on compliance with trade secret laws and confidentiality agreements. We may need to expend significant resources to protect and enforce our intellectual property rights. BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. Mr. Hargrave, our sole officer and director, currently devotes approximately 2 hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development. WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS. 4 <PAGE> We are in the early stages of implementing our business plan. Therefore,this prospectus, we have not yet ~~generated~~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, 2019 , 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 September 30, 2020 , the Company has incurred cumulative net losses of $ 4,019,729 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. ~~There~~The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.

The COVID-19 pandemic may adversely affect our business.

Commercial mortgage lending may be subject to volatility during the COVID-19 and pandemic and may be adversely affected by a number of factors, including, but not limited to, national, regional and local economic conditions; local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; retroactive changes to building or similar codes; pandemics; natural disasters and other acts of god. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans or loans, as the case may be, which could also cause us to suffer losses. Market volatility has been particularly heightened due to the COVID-19 global pandemic. COVID-19 has disrupted economic activities and could have a continued significant adverse effect on economic and market conditions including limited lending from financial institutions, depressed asset values, and limited market liquidity. At the present time, we are unable to estimate the potential adverse effect which the pandemic may have on our business, operations and financial condition.

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 ~~revenues~~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 ~~revenues~~we will be ~~sufficient~~able to ~~maintain~~do so. If our ~~business. As~~debt portfolio contains a ~~result, you could lose all~~large portion of ~~your investment if you decide to purchase shares in this offering and we are not successful in~~uncollectible debt, our proposed business plans. A FAILURE TO MEET CUSTOMER SPECIFICATIONS OR EXPECTATIONS COULD RESULT IN LOST REVENUES, INCREASED EXPENSES, NEGATIVE PUBLICITY, CLAIMS FOR DAMAGES AND HARM TO OUR REPUTATION AND CAUSE DEMAND FOR OUR PROPOSED PRODUCT TO DECLINE.performance may be negatively affected. In addition, ~~our customers~~if any borrower defaults on a loan, we may ~~have additional expectations about our proposed product. Any failure~~be required to meet customers' specifications or expectations could result in: * delayed or lost revenue; * requirements to provide additional services to a customer at reduced charges or no charge; * negative publicity about us,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 ~~attract~~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 ~~retain customers;~~debtor-in-possession to the extent the lien is unenforceable under state law.

Foreclosure can be an expensive and * claims by customers forlengthy 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 ~~damages against us, regardless~~negative effect on our anticipated return on the foreclosed mortgage loan.

We intend to use leverage as part of our ~~responsibility for~~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 servicers 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 ~~which~~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 ~~covered~~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.

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 chief executive officer and the loss of his 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 chief executive officer, Todd C. Buxton. The loss of his services would currently have a material adverse effect on Alpha Investment. We are not party to an employment agreement with our CEO and do not anticipate having key man insurance ~~policies~~in place on him in the foreseeable future.

If we are unable to attract and ~~which~~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 limited by contractual terms. OUR ABILITY TO SUCCESSFULLY MARKET OUR PROPOSED PRODUCT COULD BE SUBSTANTIALLY IMPAIRED IF OUR PROPOSED PRODUCT AND ITS APPLICATIONS DO NOT PROVE TO BE RELIABLE, EFFECTIVE AND COMPATIBLE. We may experience difficulties thatable to attract and retain such personnel on acceptable terms given the competition for such personnel. The inability to attract and retain qualified personnel could ~~delay or prevent the successful development, introduction or marketing of~~harm our ~~proposed product. If our proposed product suffers from reliability, quality or compatibility problems, market acceptance of our proposed product could be greatly hindered~~business and our ability to ~~attract customers could~~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 ~~reduced.~~longer operating histories and financial resources than we do. We ~~cannot assure you~~believe that ~~our proposed product~~we will be ~~free from any reliability, quality or compatibility problems. If we incur increased costs or are unable, for technical or other reasons,~~able to ~~install and manage our proposed product,~~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 ~~market~~do so and if we are unable to effectively compete, our ~~proposed product~~business, results of operations, financial condition and prospects may be seriously harmed.

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 be substantially limited. IF WE ARE UNABLE TO MAINTAIN EXISTING AND DEVELOP ADDITIONAL RELATIONSHIPS WITH THIRD PARTY CONTRACTORS, THE SALES AND MARKETING OF OUR PROPOSED PRODUCT MAY BE UNSUCCESSFUL. Our services will rely on productsresult in decisions that are not in the best interest of the Company’s stockholders. The ability of the directors and ~~services~~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 ~~third-party contractors.~~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 formerly occupied a similar position with Omega, our principal stockholder. There can be no assurance that weany procedural protections will ~~not experience operational problems. Our proposed product~~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 services may be provided through third-party contractors. THE LOSS OF MR. HARGRAVE COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND FUTURE DEVELOPMENT OF OUR PRODUCTS, WHICH COULD RESULT IN A LOSS OF REVENUES AND YOUR ABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING. Our performance is substantially dependent uponPartners South Corporation, both of which are owned by Timothy R. Fussell, Ph.D., the ~~professional expertise~~former President 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 Timothy R. Fussell, Ph.D., the former President of the Company. The occurrence of a default under any of the lines of credit would have a material adverse effect on our ~~President, Mr Hargrave. We are dependent on his ability to develop~~business, financial condition and ~~market our proposed product. If he were unable to perform his services, this loss could have~~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.

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 ~~replace him with another individual qualified~~afford increasing our staff or engaging outside consultants or professionals to ~~develop~~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 ~~proposed product.~~ internal controls as of June 30, 2020 , 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.

●

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 ~~loss of his services could result~~Jobs Act has reduced the information that the Company is required to disclose in this prospectus .

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

As a Company that had gross revenues ~~which could result~~of less than $1,000,000,000 during the Company’s last fiscal year, the Company is an “emerging growth company,” as defined in ~~a reduction~~the Jobs Act. The Company will retain that status until the earliest of (a) the last day of the ~~value~~fiscal year which the Company has total annual gross revenues of any shares you purchase. GOING CONCERN OPINION FROM OUR AUDITORS. Our Auditors have questioned wither or not the company will continue as a going concern. The auditors question whether or not the company has sufficient capital to continue in business or will be able$1,000,000,000 (as indexed for inflation in the ~~future~~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 raise sufficient capital through either a equity or debt offering to continue in business. 5 <PAGE> RISKS ASSOCIATED WITH THIS DISTRIBUTION THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLIHES THE DEFINITION OF A "PENNY STOCK." The shares being distributed are defined as a penny stockan effective registration statement under the Securities ~~and~~Act; (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 the Company’s initial public offering occurred in 2015, the Company’s status as an “emerging growth company” will end on December 31, 2020. As an “emerging growth company,” the Company has in its periodic reports filed with the SEC been relieved of ~~1934,~~ and in this prospectus is relieved from the following (to the extent applicable:

	●	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 “ emerging growth company ”; 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.

	●	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 also exempted 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.

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 $ 0.85 per Share as of September 30, 2020 , after giving effect to consummation of the ~~Commission.~~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 ~~Exchange Act~~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 ~~penny stock rules generally impose additional~~ sales ~~practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess~~may occur, could adversely affect the trading price of $4,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all. DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU RECEIVE. We are not registered on any public stock exchange. There is presently no demand for 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 upon completion of this Offering , 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 ~~public~~way of overriding decisions made by Omega. This level of control may also have an adverse impact on the market ~~exists~~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 ~~shares being offered~~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 ~~this prospectus. We plan to contact a market maker immediately following~~ the ~~completion~~opinion of the ~~offering~~SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and ~~apply~~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 ~~shares~~opportunity, as part 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 ~~Over-The-Counter Electronic Bulletin Board (OTCBB)~~OTCPink tier of the over-the counter market operated by OTC Markets Group under the symbol “ALPC. ~~The OTCBB is a regulated~~” 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 service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotationof our securities on the ~~OTCBB, issuers must remain current in their filing with~~OTCPink may limit the ~~SEC~~liquidity and price of our securities more than if our securities were quoted or ~~applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet his filing requirement. Securities already quoted~~listed on the ~~OTCBB~~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 ~~become delinquent~~restrict or prohibit investing in ~~their required filings will~~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 have applied to list our common stock on The Nasdaq Capital Market under the symbol “ALPC”. No assurance can be ~~removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee~~given that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between GoGo Baby and anyone acting on our behalf, with any market maker regarding participation in a futureapproved.

A liquid trading market for our ~~securities.~~Shares may never develop or be sustained following the Offering. If noa liquid market ~~is ever developed~~ for our common stock ~~it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment~~does not develop, or ~~liquidate your shares without considerable delay,~~ if ~~at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will~~developed, is not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL. Our business plan allows for the payment of the estimated $5,000 cost, to the Company, of this registration statement to be paid from existing cash on hand. The remainder will be paid by DTH International Corporation. If necessary Mr. Hargrave, our director, has verbally agreed to loan the company funds to complete the registration process. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliancesustained, it may be difficult for you to ~~resell any shares~~sell Shares you ~~may~~ purchase ifin the Offering without depressing the market price for the Shares or at all. MR. HARGRAVE, THE DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 95% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE 6 <PAGE> WILL OWN 95% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK. Since Mr. Hargrave controls more that 50%

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 ~~the voting stock, under Delaware law he~~profits which could lead to wide fluctuations in our Share price. You may ~~take any action without consulting the other shareholders. His only obligation to the minority shareholders is to inform them of his actions in a current time frame. Mr. Hargrave may chose~~be unable to sell ~~this control shares~~your Shares at or above your purchase price, which may result in substantial losses to ~~another entity without~~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 ~~advice or consent of the other shareholders. Due to the amount of Mr. Hargrave's share ownership~~indefinite future. The volatility in our ~~company, if he chooses~~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 ~~his shares in~~their Shares on the ~~public~~ 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 ~~decrease~~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.

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.

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 ~~shareholders suffer~~the shares offered by this prospectus if any such shares are taken contingent upon the passing upon of certain legal matters by counsel and certain conditions such as confirmation of the accuracy of representations and warranties by us about our financial condition and operations and other matters. The obligation of the underwriters to purchase the Shares is conditioned upon our receiving approval to list the shares of common stock on Nasdaq. 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.

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. We may also use a portion of the net proceeds of the Offering to participate on an equity basis in strategic opportunities, projects and businesses, which management believes have the potential of bringing added value to our stockholders. In addition, a portion of the net proceeds of this Offering will be used for working capital and other general corporate purposes.

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.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2020 and as adjusted to reflect the receipt of the proceeds of the Offering.

	September 30, 2020
	Actual			Pro Forma As Adjusted
Total liabilities	$	360,672		$
Stockholders' Equity⁽¹⁾:
Series A Convertible Preferred stock ($0.0001 par value and $15.00 stated value), 100,000 shares authorized; 1,167 shares issued and outstanding, actual and as adjusted		17,505			17,505
Series 2020 Convertible Preferred stock ($0.0001 par value, 3,382 shares authorized, issued and outstanding, actual and adjusted		33,323,000			33,323,000
Common stock, ($0.0001 par value), 100,000,000 shares authorized; 40,294,401 shares issued and outstanding, _________ shares issued and outstanding, as adjusted		4,030
Additional paid-in capital		5,535,717
Accumulated deficit		(4,673,125	)
Non-controlling interest		(159,240	)
Total Equity	$	34,085,887		$
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	34,827,359		$

_________________

⁽¹⁾Does not include 36,667 issued and outstanding shares of Series 2018 Preferred Stock, which are mandatorily redeemable and accordingly are not included in Stockholder’s Equity. See “Description of Capital Stock.”

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) 7,473,784 Shares issuable upon conversion of 36,667 shares of outstanding Series 2018 Preferred Stock, 1,167 shares of outstanding Series A Convertible Preferred Stock and 3,382 shares of outstanding Series 2020 Preferred Stock; and (c) 520,000 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, 2020 was $34,085,887 or $0.85 per share .

Our pro forma as adjusted net tangible book value as of September 30, 2020 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 $ 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, 2020	$	0.85
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.

The following table sets forth, on a pro forma as adjusted basis as of September 30, 2020, 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				$	0.117
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) 7,473,784 Shares issuable upon conversion of 36,667 shares of outstanding Series 2018 Preferred Stock; 1,167 shares of outstanding Series A Convertible Preferred Stock and 3,382 shares of outstanding Series 2020 Preferred Stock; and (c) 520,000 Shares issuable upon the exercise of outstanding warrants sold in connection with the sale of the Series 2018 Preferred Stock.

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.

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 have applied to list our Shares 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 40,494,401 Shares issued and outstanding and 449 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.

BUSINESS

Overview

We expect to offer financing across a broad-spectrum of his common stock, he will be subject to Rule 144 under the 1933 Securities Act which will restrict his ability to sell his shares. LOANS FROM MR. HARGRAVE, COMPANY PRESIDENT When Mr. Hargrave makes any loans to the Company, the terms will be decided at the time of the loans. Since Mr. Hargrave is the sole director, this will not be an arms length transaction. As of June 30, 2014 Mr. Hargrave had made a loan of $10,000 to the Company. The terms were all principleasset backed and ~~accrued interest due two years from date of the note at 4% interest. The note is due on June 30, 2016. NEED AND ABILITY TO RAISE ADDITIONAL CAPITAL~~commercial real asset type collateral property type such as office, retail, industrial, multi-family, and hospitality. The Company will incoordinate 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 future, most likely need to raise additional capital through loans or equity. The Company has no agreements with any professional organization to raise additional capital. The Company must raise additional capital from its own resources. The Company may raise additional capital in the form of an additional loan from its president. The Company may also offer additional equity to its new shareholders who were shareholders of DTH International Corporation on December 31, 2013 who will receive the stock dividend which is the subject of this registration once this registration statement becomes effective. Ifevent the Company ~~needs to raise additional capital~~uses third party loan origination services and ~~fails to do so, the shareholders could lose all of any investment. There is no guarantee~~underwriters, the Company will ~~be able~~cover these costs in accordance with industry standard practices. In addition, the Company from time to time will also engage in participating equity financing within strategic opportunistic projects and businesses that could bring added value to shareholders.

The Company expects to require substantial capital to fully fund and implement its operations. The Company plans to raise additional capital. AS AN "EMERGING GROWTH COMPANY" UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT (JOBS), WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS. We qualify as an "emerging growth company" undersuch capital through the ~~JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions~~Offering covered hereby, 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)alternative offerings 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~~debt 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. 7 <PAGE> 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 will remain an emerging growth company for up to five full fiscal years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31, or if our annual revenues exceed $1 billion, we would cease to be an emerging growth company the following fiscal year, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an emerging growth company immediately. WE WILL ELECT TO TAKE ADVANTAGE OF THE EXTENDED TRANSITION PERIOD FOR COMPLYING WITH NEW OR REVISED ACCOUNTING STANDARDS UNDER SECTION 102(B)(1) This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election our financial statements may not be comparable to companies that comply with public company effective dates. The existing scaled executive compensation disclosure requirements for smaller reporting companies will continue to apply for so long as the Company is an emerging growth company, regardless of whether the Company remains a smaller reporting company. USE OF PROCEEDS We will not receive any proceeds from the distribution of the common stock registered through this prospectus. THE DIVIDEND DISTRIBUTION BY DTH INTERNATIONAL CORPORATION GENERAL Approximately 4.6% of the outstanding common stock of GoGo Baby is presently owned by DTH International Corporation DTH International Corporation is primarily a business consulting firm. DTH International Corporation shareholders will not be required to pay for shares of our common stock received in the distribution or to exchange shares of DTH International Corporation in order to receive our common stock. MANNER AND PLAN OF DISTRIBUTION GoGo Baby, Inc. is filing this registration statement to register the distribution of the 1,000,000 shares by DTH International Corporation as a dividend to its shareholders. Pursuant to the plan of distribution, DTH International Corporation will distribute to its common shareholders 1,000,000 shares of the common stock of GoGo Baby. One share of GoGo Baby for each share of DTH International Corporation, common stock held of record as of December 31, 2013. Fractional shares will be rounded up to the next full share. DTH International Corporation had issued and outstanding approximately 1,000,000 shares of common stock. On December 31, 2013, DTH International Corporation had approximately 28 shareholders of record. Shares certificates of Gogo Baby will be mailed to DTH International Corporation Shareholders along with a copy of this prospectus. PURPOSE OF SALE AND DISTRIBUTION The purpose of the sale of 1,000,000 shares of stock to DTH International Corporation was to obtain a group of shareholders who could assist the Company is raising capital. Finding a source of possible future investors may assist the Company in furthering its business plan. This distribution will possibly provide liquidity to the DTH International Corporation shareholders if the Company is successful. There can be no guarantee that the Company will be successful. 8 <PAGE> Management believes if the DTH International Corporation shareholders will take a greater interest in the Company, the more likely they are to invest. There can be no grantee that anyone will ever invest in the Company. TAX CONSEQUENCES OF DTH INTERNATIONAL CORPORATION DISTRIBUTION GoGo Baby believes the following are the material federal income tax consequences expected to result from the distribution under currently applicable law. The following discussion is intended as general information only. It may not be applicable to stockholders who are neither citizens nor residents of the United States. It does not discuss the state, local, and foreign tax consequences of the distributor. Stockholders should consult their own tax advisors regarding the consequences of the distribution in their particular circumstances under federal, state, local, and foreign tax laws. DTH International Corporation will recognize a gain or loss based upon the fair market value of the common stock at the date of the Distribution. This gain or loss is measured by the difference between DTH International Corporation's tax basis in the common stock distributed in the distribution and the fair market value of that stock. As a result of DTH International Corporation, having no current or accumulated earnings and profits allocable to the distribution, no portion of the amount distributed will constitute a dividend for federal income tax purposes. Therefore, no portion of the amount received constitutes a dividend, and will not be eligible for the dividends-received deduction for corporations. Each DTH International Corporation stockholder will have a tax basis in GoGo Baby's common stock distributed equally to the fair market value of the common stock distributed on the distribution date. The distribution is not taxable as a dividend. The distribution will be treated as a tax-free return of capital to the extent that the fair market value of such portion of the amount received does not exceed the stockholder's basis in the DTH International Corporation, common stock held, and as a capital gain if and to the extent that the fair market value of such portion is greater than such tax basis. Any taxes payable by any recipient of shares of GoGo Baby's common stock in the distribution will be the responsibility of such recipient. The foregoing is only a summary of certain federal income tax consequences of the distribution under current law and is intended for general information only. Each stockholder should consult his tax advisor as to the particular consequences of the distribution to such stockholder, including the application of state, local and foreign tax laws. EACH DTH INTERNATIONAL CORPORATION, SHAREHOLDER IS ADVISED TO SEEK PROFESSIONAL TAX COUNSEL REGARDING ANY TAX LIABILITY THAT MAY ARISE FROM THIS DISTRIBUTION. BLUE SKY LAWS This Distribution is not being made in any jurisdictions of the United States in which this distribution would not be in compliance with the securities or Blue Sky laws of such jurisdiction. Only shareholders of DTH residing in the states set forth below may obtain the shares pursuant to the Distribution. GoGo Baby initially selected the jurisdictions in which shareholders may participate in the distribution after determining from the shareholder records of DTH International Corporation and from record owners the states where substantially all the known owners reside. IF A BENEFICIAL OWNER RESIDES IN A STATE OF THE UNITED STATES OF AMERICA NOT SET FORTH BELOW, SUCH OWNER MAY NOT PARTICIPATE IN THE DISTRIBUTION. CALIFORNIA This Prospectus will be delivered to those Shareholders of DTH International Corporation eligible to participate in this Distribution. 9 <PAGE> NON-US RESIDENTS Those DTH International Corporation shareholders residing outside the United States of America will be eligible to receive the distribution. This Prospectus relates to the shares received in the distribution to the DTH International Corporation, shareholders. The distribution of the Company's common stock will be made to DTH International Corporation common shareholders without any consideration being paid and without any exchange of shares by the shareholders of DTH International Corporation Neither DTH International Corporation, nor the Company, will receive any proceeds from the distribution by DTH International Corporation, of such shares of the Company's common stock, nor from the sale of any such shares by any persons who may be deemed to be the underwriters. A copy of this Prospectus is being mailed to each DTH International Corporation common shareholder of record on December 31, 2013 together with the certificate representing the number of the GoGo Baby shares to which he is entitled. Persons wishing to evaluate the GoGo Baby shares being distributed to them should review this Prospectus carefully. REASON FOR THE DISTRIBUTION The Board of Directors of DTH International Corporation has decided that the shares of GoGo Baby in the hands of individual shareholders will provide more value to the DTH International Corporation shareholders than if corporately owned. If at some future date the shares of GoGo Baby are publicly traded, then shareholders may determine for themselves on an individual basis whether they wish to sell their shares and obtain personal liquidity or wish to retain the shares for possible future potential.through joint venture partnerships. There can be no assurance that the ~~shares will~~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 ~~publicly traded,~~unable to honor funding commitments or ~~if so, whether~~be forced to curtail our operations or consider other strategic alternatives.

Investment Strategy

Alameda Partners Joint Venture

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 ~~shareholder. COSTS OF DISTRIBUTION GoGo Baby estimates~~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.

Recent Developments

On December 31, 2019, Alpha Investment executed a Share Exchange Agreement (the “Purchase Agreement”) with Parsons Energy Group LLC, a Delaware limited liability company (“Parsons Energy”) that owns leasehold mining rights on approximately 1,200 acres located in Independence, Wisconsin, which contains an estimated 1110 Million Tons of Tier 1 Northern White Fracking Sand. Parsons represented that its leasehold mining rights had an estimated “As Is” value of approximately $300 million. Pursuant to the ~~total cost of~~Purchase Agreement, the ~~distribution will be approximately $15,000. DTH International Corporation has agreed~~Company was to pay all such costs except the audit. Direct GoGo Baby expenses: Securities and Exchange Commission Registration Fee $ 1 Accounting and Audit Fees $5,350 ------ TOTAL $5,351 ====== DTH International Corporation has agreed to pay all costs, except for Audit, incurredacquire a 19% limited liability company membership interest in Legacy Sand Group, LLC (“Legacy Sand”) a newly organized Florida limited liability company formed in connection with the ~~distribution~~transaction to exploit the fracking rights in exchange for the issuance by the Company of its Series 2020 Preferred Stock having an estimated value of $57.0 million to Legacy Sand.

However, prior to closing of the ~~shares~~transaction, the Company ordered an MIA appraisal that valued Parsons Energy’s’ real property and mining rights at an “As Is” value of $178.0 million dollars as of April 15, 2020. Accordingly, the Company and Parsons entered into an amendment to the Purchase Agreement effective as of June 30, 2020 reflecting the revised valuation, Thereafter, Legacy Sand was organized and title to the fracking rights was transferred to Legacy Sand.

Legacy Sand has four (4) members: (a) Parsons Management Group, LLC, an affiliate of Parsons Energy (“Parsons Management”), which operates in the fracking industry as an owner and operator of leasehold real property assets and or consulting services; (b) Kanatit Investments LLC, which is engaged in real asset investment management and fracking consulting services; (c) Windsor Business Solutions LLC, which is engaged in commercial real estate consulting services; and (iv) Alpha Investment. Legacy Sand is managed by Rick Parsons, Randal Smith, and Larry Williams who are the subject of this Registration Statement. These are estimated as follows: Legal $6,000 Printing 500 Transfer agentaffiliated with Parsons Management Group, Kanatit Investments LLC and certificate printing 1,000 Postage 200 Accounting 2,000 ------ TOTAL $9,700 ====== 10 <PAGE> THE DISTRIBUTION Windsor Business Solutions LLC, respectively.

The ~~Issuer: GoGo Baby, Inc. Distributing Security Holder: DTH International Corporation Securities Being Distributed: 1,000,000~~Company has designated 3,382 shares of ~~our~~its authorized, but unissued preferred stock, as the Series 2020 Preferred Stock as consideration in the transaction with Parsons. The Series 2020 Preferred Stock has a par value of $10,000 per share and each share is convertible at the option of the holder into 1,125 shares of the Company’s common stock par value $0.0001 per share. Offering Price: There is no offering price since this is a dividend distribution Durationfor an aggregate of Offering: This offering will terminate 180 days after this prospectus is declared effective by the SEC. Number of Shares To Be Distributed: 1,000,000 Common Stock Outstanding Before and After the Offering: 36,550,0003,804,750 shares of ~~our~~ common stock, ~~are issued~~, subject to adjustment for stock splits, stock dividends and ~~outstanding~~similar transactions, Holders of our Series 2020 Preferred Stock have no voting rights, except as required by Delaware law.

Potential Effects of the ~~date of this prospectus. 36,550,000 will~~COVID-19 Pandemic on our Business

Commercial mortgage lending may be ~~outstanding after this distribution. Use of Proceeds: We will not receive any proceeds from~~subject to volatility during the dividend to the DTH International Corporation stockholders. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS There is not currently a public market for our common stock. After the distribution is complete, we intend to request trading on the OTCBB (Over the Counter Bulletin Board). We cannot assure you as to the price at which our common stock might trade after the distribution date or whether or not GoGo Baby can qualify for listing. Listing requirements include being a reporting company under the Securities Exchange Act of 1934COVID-19 and ~~having all required reports current. Upon the distribution of the shares of this offering GoGo Baby will be a reporting company~~pandemic and may ~~apply to the FENRA for listing. GoGo Baby has not discussed market making with any broker-dealer. Prior to the distribution, there were three common shareholders. After the distribution, there will~~ be 30 shareholders of common equity. DTH International Corporation will continue to hold 500,000 unregistered shares. There are no securities subject to outstanding warrants or options to purchase common stock. We have never distributed cash dividends; and, since we are a development company, we do not foresee doing so in the future. There are 25,050,000 common shares that could be sold under Rule 144. The 1,000,000 shares which are the subject of this offering are not available to be sold under Rule 144. In general, under Rule 144, a person (or persons whose shares are aggregated) who has satisfied a one-year holding period may sell, within any three-month period,adversely affected by a number of shares which does not exceed the greater of one percent of the then outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to such sale. Rule 144 also permits the sale of shares, without any quantity limitation, by a person who is not an affiliate of the Company and who has beneficially owned the shares a minimum period of two years. Hence, the possible sale of these restricted shares may, in the future, dilute an investor's percentage of free-trading shares and may have a depressive effect on the price of GoGo Baby's common stock. No shares, other than the 1,000,000 shares which are the subject of this registration may be sold free of restriction. 11 <PAGE> DETERMINATION OF OFFERING PRICE FOR DIVIDEND DISTRIBUTION Since the distribution is a dividend by a present stockholder, there is no offering price and no dilution to existing stockholders of GoGo Baby. For the purpose of computing the registration fee, GoGo Baby and DTH International Corporation have set the price per share at $0.001 per common share, which was the book value on June 30, 2014. According to this calculation the total price for the 1,000,000 shares is $1,000. Such price has no relationship to GoGo Baby's results of operations and may not reflect the true value of such common stock. DILUTION The common stock to be distributed to stockholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION CERTAIN FORWARD-LOOKING INFORMATION Information provided in this prospectus filed on Form S-1 may contain forward-looking statements that are not historical facts and information. These statements represent the Company's expectations or beliefs,factors, including, but not limited to, ~~statements concerning future~~national, regional and ~~operating results, statements concerning~~local economic conditions; local real estate conditions; changes or continued weakness in specific industry ~~performance,~~segments; construction quality, age and design; demographic factors; retroactive changes to building or similar codes; pandemics; natural disasters and other acts of god. In addition, decreases in property values reduce the ~~Company's operations, economic performance, financial conditions, margins and growth in sales~~value of the ~~Company's services, capital expenditures, financing needs,~~collateral and the potential proceeds available to a borrower to repay the underlying loans or loans, as ~~well as assumptions related~~the case may be, which could also cause us to suffer losses. Market volatility has been particularly heightened due to the ~~foregoing. For this purpose, any statements contained~~COVID-19 global pandemic. COVID-19 has disrupted economic activities and could have a continued significant adverse effect on economic and market conditions including limited lending from financial institutions, depressed asset values, and limited market liquidity. At the present time, we are unable to estimate the potential adverse effect which the pandemic may have on our business, operations and financial condition.

Corporate History

We were incorporated in the ~~S-1 filing~~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 ( Dr. Fussell stepped down from those positions in April 2020 ) and Todd C. Buxton, Omega’s then 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.

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

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

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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.

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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.

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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.

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

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

The Commercial Real Estate Market Forecast

	●	Capital Markets: Notwithstanding the effects of the COVID-19 pandemic and the attendant economic slowdown and market uncertainty, CBRE estimates that the capital markets will offer continued liquidity and low interest rates in 2021, which will lead to increased investment volume for the year, concentrated to a certain extent during the second half of the year, albeit with a shift in investor focus in certain sectors of the real estate industry. CBRE further believes that amid the uncertain global economic situation, U.S. commercial real estate will remain a haven for investment in 2021, when compared to foreign markets.

	●	Office/Occupier: The demand for office space during 2020 has significantly decreased as a result of the effects of the COVID-19 pandemic, with its shift to many employees working remotely. In addition to decreased demand, there have been comparable declines in rent growth and increases in vacancies during the latter part of 2020. These trends were already being driven by the growth in flexible workplaces offered by providers such as WeWork, although expansion in this market segment has slowed as well. Notwithstanding the foregoing, CBRE estimates improvement in the office/occupier real estate market during 2021, and we. As well believe that there will still be significant opportunities in the office/occupier segment of the commercial real estate market.

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Industrial and Logistics: We believe that the continued growth in e-commerce, which has been further fueled by the COVID-19 pandemic, will result in significant growth in the industrial & logistics (“I&L”) market, as a result of’ providers increased demand for additional logistics space. According to CBRE, the I&L market has been one of the bright spots during 2020 and will continue to be strong, although growth in this market segment may slow during 2021 as the COVID-19 pandemic recedes and consumers return to more traditional forms of retail shopping.

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Retail: 2020 results, particularly in “brick and mortar” retail stores, have seen significant adverse impacts as a result of the COVID-19 pandemic. Such adverse effects include the periodic shutdowns of non-essential businesses, increased retail vacancies as a result of the bankruptcy filing by and liquidation of a number of well-known retail chains and the overall impact of the significant increase in unemployment. However, the slowdown has opened opportunities to repurpose retail locations both in and outside of shopping malls. According to CBRE, many retail assets are expected to be converted to mixed use, creating communities and thriving town centers. In addition, CBRE believes that as the COVID-19 pandemic recedes during 2021, consumers will return to more traditional forms of retail shopping thereby generating growth in this market segment.

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Multifamily: According to CBRE, multifamily is positioned for continued favorable performance given current economic conditions but may experience some cooling due to new supply outpacing demand and the overall economic slowdown resulting from the COVID-19 pandemic. CBRE believes that the best opportunities during 2021 will be in suburban markets, where urban dwellers are seeking to relocate as a result of having experienced COVID-19 stay-at-home orders in large urban centers. In addition, we believe that smaller metros and metro leaders with smaller multifamily market penetration, including Austin, Atlanta, Phoenix and Boston, will offer attractive investment opportunities. CBRE also reports that the trends affecting the multifamily housing market will also generate opportunities in other residential rental segments of the real estate industry, such as build-to-rent.

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Hotel: Perhaps no market segment has been as adversely affected by the COVID-19 pandemic, as the hospitality industry. The significant decrease in travel has resulted and is expected to continue to result in numerous closures at all segments of the industry in both major and secondary markets, as well as decreased occupancy rates in hotels that remain open and operating. CBRE believes that the recovery in this market segment to start during 2021, although a full recovery is expected to take several years. In addition, to the start of the recovery during 2021, we believe that the shutdown of many hotels affords opportunities to repurpose many locations for other uses.

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Non-Traditional: According to CBRE, investment in non-traditional commercial real estate property types such as self-storage, data centers, medical office, life sciences, senior housing and student housing has seen significant growth over the last decade, with these market segments now accounting for an ever increasing share of overall real estate investment. CBRE believes that notwithstanding this trend will continue into 2021, notwithstanding softness in other market segments as a result of the effects of the COVID -19 pandemic. According to CBRE, reasons for this trend include:
· alternative assets offering higher cap rates;
· structural changes that have occurred over the last decade and are continuing to occur in business, technology demographics and society as a whole;
·the expanded product offerings and portfolio diversification that these non-traditional sectors afford investors; and
· increased transparency and availability of information with respect to the performance of investments in alternative market segments.

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 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 $ 79 .

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.

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 elsewhere in this prospectus. In addition to historical ~~fact may be deemed to be forward-looking statements. These~~financial information, the following discussion and analysis contains forward-looking statements ~~are based on current expectations~~that involve risks, uncertainties and ~~involve various risks and uncertainties that could cause actual~~assumptions. See “Forward-Looking Statements.” Our results and ~~outcomes for future periods to~~the timing of selected events may differ materially from ~~any~~those anticipated in these forward-looking ~~statement or views expressed herein.~~ statements as a result of many factors.

Results of Operations

Nine months Ended September 30, 2020 as compared to nine months ended September30, 2019

We have ~~generated no revenue since inception~~recognized income from related parties of approximately $18,000 for the nine months ended September 30, 2020, compared to $67,000 for the same period in 2019, resulting from the amortization of loan origination fees received in the form of cash and ~~have incurred no research or development expenses through June 30, 2014.~~notes receivable, offset by the amortization of loan costs incurred. As of ~~June~~September 30, ~~2014~~2020, the Company ~~has spent $5,963 on general and administrative expenses and $40 on interest expense, resulting in a net loss~~had an accumulated deficit of ~~$6,003.~~ approximately $4.5 million.

The following table provides selected ~~financial~~consolidated balance sheet data ~~about our company~~as of September 30, 2020 and 2019, respectively.

Consolidated Balance Sheet Data: September 30, 2020 September 30, 2019
Cash $ 47,056 $ 12,127
Restricted Cash $ -- $ 2,509,186
Loan receivable and accrued interest receivable, net of discounts $ 1,456,952 $ 1,391,229
Investment in Legacy Sand Group, LLC $ 33,323,000 $ --
Total assets $ 34,827,359 $ 4,022,479
Accounts payable and accrued liabilities $ 339.872 $ 70,904
Total liabilities $ 360,672 $ 104,398
Temporary equity $ 380.800 $ 2,857,112
Shareholders' equity $ 34,085,887 $ 1,110,969

For the nine months ended September 30, 2020, we generated approximately $28,000 in net investment income, compared to $78,000 in 2019. Net investment income in 2020 resulted from interest income of $34,000, the amortization of loan origination fees of $72,000, offset by the amortization of loan costs of $77,000. 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. We incurred $603,526 in operating expenses during the 2020 period, compared to $1,176,517 in 2019. In 2019, the Company recognized interest expense of $620,000 related to the Jersey Walk financing, which was rescinded upon rescission of the Jersey Walk acquisition in June 2019, resulting in a gain on deconsolidation of $317,000 in 2019.

Year ended December 31, 2019 as compared to year ended December 31, 2018

We have recognized income from related parties of approximately $90,115 for the year ended December 31, 2019, compared to $46,799 for the year ended December 31, 2018, resulting from the amortization of loan origination fees received in the form of a notes receivable and cash, offset by the amortization of loan costs incurred. As of December 31, 2019, the Company had an accumulated deficit of approximately $4,000,000.

The following table provides selected balance sheet data as of December 31, 2019 and 2018.

Consolidated Balance Sheet Data: December 31, 2019 December 31, 2018
Cash $ 91,693 $ 11,286
Restricted cash $ 2,509,186 $ 2,500,099
Loans Receivable – related parties, net of discounts $ 883,554 $ 925,178
Loans Receivable, net of discounts $ 480,809 $ 173,449
Total assets $ 4,030,455 $ 3,630,680
Current liabilities $ 137,320 $ 70,904
Total liabilities $ 137,320 $ 70,904
Temporary equity $ 2,863,034 $ 2,839,346
Stockholders' equity $ 1,030,101 $ 720,430

For the year ended December 31, 2019, we generated approximately $90,000 in net investment income, compared to $47,000 in 2018. Net investment income in 2019 resulted from interest income of $91,000, the amortization of loan origination fees of $127,000, offset by the amortization of loan costs of $128,000. 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. We incurred $1,480,921 in operating expenses during the 2019 period, compared to $550,223 in 2018, reflecting our increased level of operations. In 2019, the

The Company recognized approximately $623,000 of interest, primarily from 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 year ended December 31, 2018, was $1,105,000 resulted from the amortization of the discount on redeemable common stock.

Liquidity and Capital Resources

During the nine months ended September 30, 2020, Omega Commercial Finance Corporation (“Omega”), the principal stockholder of the Company, made an additional capital contribution to the Company of $425,000 In addition, during such period, the purchaser of 166,667 Shares in September 2017, exercised its right to cause the Company to repurchase the Shares for the original purchase price of $2.5 million, which had been held in and was released from escrow.

During the year ended December 31, 2019, we sold an interest in the SPV to Almeda Partners for $1,000,000, sold common stock for approximately $946,000 and Omega, the principal stockholder of the Company, made additional capital contributions to the Company of approximately $275,000.

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 stockholders .

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 ~~incorporation through June 30, 2014. For detailed financial information, see~~ 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 ~~prospectus. Balance~~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.

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 Data: 6/30/2014 ------------------- --------- Cash $ 8,537 Total assets $ 8,542 Total liabilities $ 10,040 Shareholders' equity $ (1,498) GOING CONCERN Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. Our cash balance at June 30, 2014 was $8,537. We believe our cash balance is sufficient to fund our limited levels of operations. OFF-BALANCE SHEET ARRANGEMENTS We do not have anyArrangements

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. ~~12 <PAGE> LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There~~

MANAGEMENT

Directors and Executive Officers

The following table sets forth the name, age and position of each person who is ~~no historical financial information about us on which~~a director, executive officer or director nominee as of the date of this prospectus.

Name	Age	Positions and Officesto be Held

Todd C. Buxton	51	Chief Executive Officer and Vice Chairman
Richard Bennion	56	Director Nominee
Mark Feanny, M.D.	44	Director Nominee
James William Proctor	67	Director Nominee

Both our current director and our director nominees bring to ~~base~~our board of directors executive leadership experience derived from their respective business experience. Each of them has demonstrated strong business acumen and an ~~evaluation~~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 ~~performance. We~~directors, executive officers and director nominees.

Todd C. Buxton has served as the Company’s Chief Executive Officer and Vice Chairman since April 2017 and as Omega’s Chief Executive Officer from April 2015 to March 2017 . 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 jointhe 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 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 ~~stage~~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 ~~have not generated revenues~~holds a B.S. degree in Neuroscience and Psychology from ~~operations. We cannot guarantee we~~Texas Christian University.

James William Proctor, will join the Company’s board of directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Proctor has been in the commercial real estate brokering and property management industry for over 20 years. Since 2010 Mr. Proctor has been a partner in Hoosier Real Estate Group, which owns $210-milllion of student housing

properties. located near and around the University of Indiana. Mr. Proctor has been responsible for implementation of numerous bank financing arrangements with his extensive capital markets experience leading in joint ventures/partnerships, acquisition strategies, and valuations through the appropriated cash flow analysis. He brings to the Company his executive experience in corporate finance and investment strategies with a real estate investment platform. Mr. Proctor holds a B.A. degree in Finance from the Purdue University in 1975.

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. Proctor will be ~~successful in our~~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. Proctor 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, ~~operations. Our business is subject to risks inherent in~~financial and management experience. At the ~~establishment~~time of ~~a new business enterprise, including limited capital resources, possible delays in implementing our business plan, and possible cost overruns due to increases in~~ the cost of services. To become profitable and competitive, we must implement our business plan and generate revenue and raise additional capital. PUBLIC COMPANY EXPENSE The Company estimates its quarterly public company expense as follows: Audit review $1,800 Accounting 450 Edgar 500 ------ Total $2,750 ====== LIQUIDITY AND CAPITAL RESOURCES Our director has agreed to advance funds as needed. While he has agreed to advance the funds he is not legally required to do so and may not for any reason. The Company intends to make an equity offering to its new shareholders after the distribution. We received our initial funding of $1,000 through the sale of common stock to Mr. Hargrave, our officer and director, who purchased 10,000,000 shareslisting 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 ~~$0.0001 per share on June 22, 2013. On June 9, 2014, Mr. Hargrave purchased an additional 25,000,000 shares for $2,500. Our~~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, ~~from inception (February 22, 2013) through June 30, 2014 report no revenues~~including (a) the quality and ~~net losses~~integrity of ~~$6,003. On~~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;

●

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. Proctor 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;

●

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.

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,		2019		0		0		0		0		0		0		0		0
President ⁽¹⁾		2018		0		0		0		0		0		0		0		0
		2017		0		0		0		0		0		0		0		0

⁽¹⁾ Dr. Fussell stepped down as an executive officer and director of the Company on April 25, 2020.

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, ~~2013 Mr. Hargrave loaned~~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⁽¹⁾	0	0	0	0	0	0	0	0	0

⁽¹⁾ Dr. Fussell stepped down as an executive officer and director of the Company ~~$4,000 and~~ on ~~June 30, 2014 he loaned the Company an additional $6,000. ADVERTISING AND MARKETING There were no advertising and marketing expenses~~April 25, 2020.

Compensation of Directors Table

The table below summarizes all compensation paid for the period ended June 30, 2014. CORPORATE HISTORY The Company was incorporated on February 22, 2013. As of June 30, 2014 the Company had a cash balance of $8,537. GoGo Baby may raise additional capital either through debt or equity. No assurances can be given that such efforts will be successful. The Company plans to attempt to raise additional equity capital by making an equity offering to its new shareholders as soon as possible after the Distribution. New shareholders are the DTH International Corporation shareholders who were shareholders on December 31, 2013 and will receive their dividend when this registration statement is declared effective by the SEC. BUSINESS PLAN The Company has already developed and tested several models of it's proposed product. The Company has a patent pending. It is the Company's intent to approach major toy companies and child car seat companies with the intent to sell the patent rights. If this is not successful the Company will consider developing a model to sell on the internet. 13 <PAGE> PRODUCT The Company's proposed products are toys for small children which attach to car seats to amuse. The toys may be wirelessly activated from the driver's position. These toys provide light and sound which entertain the child. One or more toys may be controlled from the driver's seat. JOBS ACT Because we generated less than $1 billion in total annual gross revenues during our ~~most recently~~last completed fiscal year ~~we qualify~~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⁽¹⁾	0	0	0	0	0	0		0

⁽¹⁾Dr. Fussell stepped down as an ~~"emerging growth company"~~executive officer and director of the Company on April 25, 2020.

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 ~~Jumpstart Our Business Startups ("JOBS") Act. We will lose~~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 emerging growth company status on the earliest occurrence of any of the following events: 1. on the last day of any fiscal year in which we earn at least $1 billion in total annual gross revenues, which amount is adjusted for inflation every five years; 2. on the last day of the fiscal year of the issuer following the fifth anniversaryissued and outstanding common stock. As of the date of ~~our first sale~~this prospectus, we have granted restricted stock awards of ~~common equity securities pursuant~~3,625,000 Shares to ~~an effective registration statement; 3. on~~six consultants and 1,375,000 shares are available for issuance.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date ~~on which we~~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:
Todd C. Buxton	0	0.0	0.0
All executive officers and directors as a group (one person)	0	0.0	0.0

Other 5% percent beneficial owners:
Omega Commercial Finance Corp.⁽²⁾	35,550,000	88.2

The persons named above have ~~during~~full voting and investment power with respect to the ~~previous 3-year period, issued more than $1 billion in non-convertible debt; or 4.~~shares indicated. Under the ~~date on which such issuer~~rules of the SEC, a person (or group of persons) is deemed to be a ~~`large accelerated filer', as defined in section 240.12b-2~~“beneficial owner” of ~~title 17, Code~~a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of ~~Federal Regulations,~~such security, or ~~any successor thereto." A "large accelerated filer" is an issuer that, at~~ the ~~end~~power to dispose of ~~its fiscal year, meets~~or to direct the ~~following conditions: 1. it has an aggregate worldwide market value~~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⁾ The persons deemed holding voting ~~and non-voting common equity~~or dispositive control over the Shares held by ~~its non-affiliates~~Omega are Jon S. Cummings IV, Chairman of ~~$700 million or more as~~Board, director and the majority shareholder of Omega, Mark Feanny, MD, a director of Omega and a director nominee of the ~~last business~~Company and Clarence Williams, a director of Omega.

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, 2020 and 2019 , Omega, the principal stockholder of the Company, made additional capital contributions to the Company of $87,100, $320,990, $425,000 and $87,100 , respectively. The capital contributions were classified as additional paid-in capital.

On August 28, 2017, the Company entered into two loan agreements with companies owned by Timothy R. Fussell, our then 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 ~~the issuer's most recently completed second fiscal quarter; 2. It has~~each calendar. As of September 30, 2019, no amounts had been ~~subject~~advanced under this line of credit. Origination fees of $180,000 due to the ~~requirements~~Company have been added to the outstanding balance due on the line of ~~section 13(a) or 15(d)~~credit. As of September 30, 2020 , 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 ~~Act for a period~~line of credit is August 31, 2022 at ~~least twelve~~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 ~~months; and 3. It has filed at least one annual report pursuant to section 13(a) or 15(d)~~quarter. As of June 30, 2020 , the loan receivable balance was $256,000 .

The Company believes that the terms of the ~~Act. As an emerging growth company, exemptions from the following provisions~~lines of credit with PSHL and PSPC are available to us: 1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls; 2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation; 3. Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company; 4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and 5. The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer's size. 14 <PAGE> Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. WE HAVE ELECTED TO MAINTAIN OUR STATUS AS AN EMERGING GROWTH COMPANY AND TAKE ADVANTAGE OF THE JOBS ACT PROVISIONS. SMALLER REPORTING COMPANY IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY - THE JOBS ACT We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: * A requirement to have only two years of audited financial statements and only two years of related MD&A: * Exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; * Reduced disclosure about the emerging growth company's executive compensation arrangements; and * No non-binding advisory votes on executive compensation or golden parachute arrangements. We may take advantage of the reduced reporting requirements applicable to smaller reporting companies even if we no longer qualify as an "emerging growth company." 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 of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to ~~companies~~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 ~~comply with public company effective dates. We could remain an emerging growth company~~expressly prohibits its directors, officers, independent directors, principal stockholders or their respective affiliates from engaging for ~~up to five years, or until the earliest of (i) the last day of the first fiscal year~~their own account in which our annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. The following are the past and projected future activities of the ~~company~~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 ~~milestone format. The specific timing~~any transaction that involves an actual conflict of ~~each milestone will depend~~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 ability of GoGo Baby to raise capital; therefore these dates are estimates which may not be met. MILESTONES: FEBRUARY 22, 2013 TO JUNE 30, 2014 The Company has during this period: * Purchased a provisional patent on its product * Built and operated models of its product successfully * Filed for and has received a patent pending on its product. FUTURE PLANS June 30, 2014 to October30, 2014 * Open a Web site to display our proposed product. * Contract toy and seat companies. 15 <PAGE> BUSINESS PROPOSED PRODUCT OVERVIEW One of the main purposes of this proposed product is Safety. Our proposed product allows the driver to wirelessly control entertainment toys attached to infant and child car seats located behind the driver, therefore the driver does not need to turn around to turn them on. COMPETITIVE STRENGTHS & STRATEGY The main competitive advantage of our product is safety and ease of use. Our main strategy will be to convince Toy and Seat Companies and the buying public as to the additional safety of using our proposed product BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. REORGANIZATION, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business except for the purchase of a provisional patent. On March 25, 2013 the Company purchased the rights to a Provisional Patent (EFS 113937725) for a remote control toy, for 50,000 shares of the Company's common stock, from Lesa Marie Foster. Subsequent to that the Company has obtained a patent pending. COMPLIANCE WITH GOVERNMENT REGULATION WeNasdaq Stock Market, it will be required to comply with ~~all regulations,~~any additional Nasdaq rules and ~~directives~~policies regarding affiliate transactions.

DESCRIPTION OF CAPITAL STOCK

Capital Stock

Our authorized capital stock consists of ~~governmental authorities~~100,000,000 shares of common stock, par value $0.0001 and ~~agencies applicable~~20,000,000 shares of preferred stock, par value $0.0001.

Common Stock

As of the date of this prospectus, 40,294,401 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 ~~normal course~~dividend and liquidation rights of any preferred stock that may then be outstanding.

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, 36,667 shares of Series 2018 Preferred Stock. 1,167 shares of Series A Convertible Preferred Stock and 3,382 shares of Series 2020 Preferred Stock.

Series 2018 Preferred Stock

The Series 2018 Preferred Stock was sold, together with warrants to purchase 520,000 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 equal to stated value 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 equal to stated value 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.

Series 2020 Preferred Stock

The Series 2020 Preferred Stock was issued as consideration for the Company’s June 2020 acquisition of its 19% interest in Legacy Sand. The Series 2020 Preferred Stock has a par value of $10,000 per share and each share is convertible at the option of the holder into 1,125 shares of the Company’s common stock for an aggregate of 3,804,750 shares of common stock, subject to adjustment for

stock splits, stock dividends and similar transactions. Holders of our Series 2020 Preferred Stock have no voting rights, except as required by Delaware law.

Warrants

In November 2018, the Company issued warrants to purchase 520,000 Shares in connection with the sale of the 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 40,294,401 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.

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

In connection with this offering, we will enter into an underwriting agreement with Boustead Securities, LLC (who we refer to as the Representative), as representative of the underwriters named in this prospectus, with respect to the Shares in this offering. Under the terms and subject to the conditions contained in the underwriting agreement, each of the underwriters has severally agreed to purchase, and we have agreed to sell to the underwriters, the number of Shares listed next to its name in the following table.

Underwriters		Number of Shares
Boustead Securities, LLC


Total

The Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover page of this prospectus. Any Shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. If all of the shares are not sold at the initial offering price, the Representative may change the offering price and the other selling terms. The Representative has advised us that the underwriters do not intend to make sales to discretionary accounts. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the Shares are subject to the passing upon certain legal matters by counsel and certain conditions such as confirmation of the accuracy of representations and warranties by us about our financial condition and operations and other matters. The obligation of the underwriters to purchase the Shares is conditioned upon our receiving approval to list the shares of common stock on Nasdaq.

If the underwriters sell more Shares than the total number set forth in the table above, we have granted to the Representative an option, exercisable for 45 days from the date of this prospectus, to purchase up to additional Shares at the public offering price less the underwriting discount. The Representative may exercise this option solely for the purpose of covering over-allotments, if any, in

connection with this offering. Any Shares issued or sold under the option will be issued and sold on the same terms and conditions as the other Shares that are the subject of this offering.

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option, and stabilizing purchases.

	●	Short sales involve secondary market sales by an underwriter of a greater number of shares than they are required to purchase in the offering.

	●	“Covered” short sales are sales of shares in an amount up to the number of shares represented by the over-allotment option.

	●	“Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the over-allotment option.

	●	Covering transactions involve purchases of shares either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions.

	●	To close a naked short position, an underwriter must purchase shares in the open market after the distribution has been completed. A naked short position is more likely to be created if an underwriter is concerned that there may 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.

	●	To close a covered short position, an underwriter must purchase shares in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of shares to close the covered 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.

	●	Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for its own account, may have the effect of preventing or retarding a decline in the market price of the Shares. They may also cause the price of the Shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

Discounts and Expenses

The following table shows the underwriting discounts payable to the underwriters by us in connection with this offering (assuming both the exercise and non-exercise of the over-allotment option that we have granted to the Representative):

Per Share

Total Without

Exercise of

Over-Allotment

Option

Total With

Exercise of

Over-Allotment

Option

Public offering price

Underwriting discounts ⁽¹⁾

Non-accountable expense allowance ⁽²⁾

Net proceeds to us ⁽³⁾

	(1)	Does not include (i) the warrant to purchase Shares equal to 7% of the number of shares sold in the offering, (ii) a 1% non-accountable expense allowance or (iii) amounts representing reimbursement of certain out-of-pocket expenses, each as described below.

	(2)	Represents a non-accountable expense allowance equal to the sum of 1.0% of the public offering price (excluding amounts received from the exercise of the over-allotment option). In addition, we have agreed to reimburse the underwriters for certain other accountable expenses not to exceed in the aggregate $133,000 as describe in further detail below.


	(3)	We estimate that the total expenses of this offering excluding the underwriter discount and commissions and non-accountable expense allowance, will be approximately $200,000.00.

We have agreed to issue a warrant to the Representative to purchase a number of Shares equal to 7% of the total number of Shares sold in this Offering at an exercise price equal to 100% of the public offering price of the shares sold in this offering. This warrant will be exercisable upon issuance, will have a cashless exercise provision and will terminate on the fifth anniversary of the effective date of the registration statement of which this prospectus is a part. The warrant also provides for customary anti-dilution provisions and “piggyback” registration rights with respect to the registration of the Shares underlying the warrants for a period of seven years from the effective date of the registration statement of which this prospectus forms a part.

The Representative’s warrant and the underlying shares may be deemed to be compensation by FINRA, and therefore will be subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), neither the Representative’s warrant nor any of our Shares issued upon exercise of the Representative’s warrant may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days immediately following the effective date of the registration statement pursuant to which the Representative’s warrant is being issued, subject to certain exceptions. The warrant to be received by the Representative and related persons in connection with this offering: (a) fully comply with lock-up restrictions pursuant to FINRA Rule 5110(g)(1); and (b) fully comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2).

We have agreed to pay the Representative reasonable out-of-pocket expenses incurred by the Representative in connection with this offering up to $133,000. The Representative out-of-pocket expenses include but are not limited to: (a) road show and travel expenses; (b) reasonable fees of Representative’s legal counsel; and (c) the cost of background check on our officers, directors and principal stockholders and due diligence expenses. As of the date of this prospectus, we have paid the Representative advances of $55,000 for its anticipated out-of-pocket costs. Such advance payments will be returned to us to the extent such out-of-pocket expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

In addition, pursuant to the underwriting agreement, we have provided the Representative the right of first refusal for two years from the date of commencement of sales of this public offering to act as financial advisor or to act as joint financial advisor on at least equal economic terms on any public or private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of the equity or assets of our company. We may also engage the Representative to provide additional investment banking services to us from time to time.

We have agreed to indemnify the Representative and the other underwriters against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we will contribute to payments that the Representative and the other underwriters may be required to make for these liabilities.

Determination of Offering Price

Prior to this offering, there has been no public market for the Shares. In determining the initial public offering price, we and the Representative have considered a number of factors, including:

●

the information set forth in this prospectus and otherwise available to the Representative;

●

our prospects and the history and prospects for the industry in which we compete;

●

an assessment of our management;

●

our prospects for future revenue and earnings;

●

the general condition of the securities markets at the time of this offering;

●

the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and

●

other factors deemed relevant by the Representative and us.

The estimated initial public offering price set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the Representative can assure investors that an active trading market will develop for our Shares, or that the shares will trade in the public market at or above the initial public offering price.

Lock-Up Agreements

We and certain existing stockholders agree not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our Shares or other securities convertible into or exercisable or exchangeable for Shares for a period of up to 12 months after the effective date of the registration statement of which this prospectus is a part without the prior written consent of the Representative.

The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the lock-up period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time.

Electronic Offer, Sale and Distribution of Shares

A prospectus in electronic format may be made available on the websites maintained by the Representative. In addition, Shares may be sold by the Representative to securities dealers who resell Shares to online brokerage account holders. Other than the prospectus in electronic format, the information on the Representative’s website and any information contained in any other website maintained by the Representative is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Representative in its capacity as Representative and should not be relied upon by investors.

Selling Restrictions

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the Shares, or the possession, circulation or distribution of this prospectus or any other material relating to us or the Shares, where action for that purpose is required. Accordingly, the Shares may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the Shares may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

LEGAL MATTERS

The validity of the common stock being offered hereby has been passed upon by Gutiérrez Bergman Boulris, PLLC, Coral Gables, Florida. The NBD Group, Inc., Los Angeles, California , has acted as counsel for the Underwriter in connection with the Offering.

EXPERTS

The audited financial statements for the year ended December 31, 2019, included in this prospectus and elsewhere in the registration have so been included in reliance upon the report of Assurance Dimensions, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said report.

The audited financial statements for the year ended December 31, 2018, 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.

ALPHA INVESTMENT INC.

INDEX TO FINANCIAL STATEMENTS


Audited Financial Statements:

Reports of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2019 and 2018	F-3
Consolidated Statements of Operations for the years ended December 31, 2019 and 2018	F-4
Consolidated Statements of Changes in Equity for the years ended December 31, 2019 and 2018	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018	F-6
Notes to Consolidated Financial Statements	F-7

Unaudited Financial Statements:

Condensed Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019 (unaudited)	F-17
Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020 and 2019 (unaudited)	F-18
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited)	F-19
Condensed Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2020 and 2019 (unaudited)	F-20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Alpha Investment Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Alpha Investment Inc. (the Company) as of December 31, 2019, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph- Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has suffered recurring losses. As of and for the year ended December 31, 2019, the Company had a net loss of $1,697,245, had net cash used provided by operating activities of negative $2,041,111, accumulated deficit of $4,019,729 and working capital of $2,463,559. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the ~~State of California. PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS On March 25, 2013 the inventor, Lesa Marie Foster, for 50,000 shares~~applicable rules and regulations of the ~~Company's common stock assigned all her rights~~Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a ~~Provisional patent EFS 113937725 titled "Gogo Baby"~~test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Assurance Dimensions
We have served as the Company’s auditor since 2019.
Margate, Florida
March 18, 2020

ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

ORLANDO: 1800 Pembroke Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053

www.assurancedimensions.com

F-1

F-2

Alpha Investment Inc.

Consolidated Balance Sheets

	As of			As of
	December 31,			December 31,
	2019			2018
ASSETS
Current Assets:
Cash	$	91,693		$	11,286
Restricted cash held in escrow		2,509,186			2,500,099
Total Current Assets		2,600,879			2,511,385

Other Assets:
Loans receivable - related party, net of discounts		883,554			925,178
Loans receivable, net of discounts		480,809			173,449
Interest receivable		64,208			19,167
Total Other Assets		1,428,571			1,117,794

Property and Equipment, net:
Furniture and Equipment, net		1,005			1,501
Total Property and Equipment, net		1,005			1,501
TOTAL ASSETS	$	4,030,455		$	3,630,680

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	37,320		$	70,904
Distributions payable		100,000			—
Total Current Liabilities		137,320			70,904
Total Liabilities		137,320			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 December 31, 2019 and 2018		2,500,000			2,500,000
Series 2018 Convertible Preferred Stock, net of discount ($0.0001 par value), 100,000 shares authorized; 36,667 shares issued and outstanding as of December 31, 2019 and 2018 (Liquidation Value: $550,000)		363,034			339,346
		2,863,034			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 December 31, 2019 and 2018, respectively		17,505			17,505
Common stock, ($0.0001 par value), 100,000,000 shares authorized; 40,290,400 and 40,239,333 shares issued and outstanding as of December 31, 2019 and 2018, respectively		4,030			4,024
Additional paid-in capital		5,110,717			2,980,118
Accumulated deficit		(4,019,729	)		(2,281,217	)
Total Equity		1,112,523			720,430
Non-controlling interest in variable interest entities		(82,422	)		—
Total Stockholders’ Equity		1,030,101			720,430
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,030,455		$	3,630,680

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

F-3

Alpha Investment Inc.

Consolidated Statements of Operations

	Year			Year
	Ended			Ended
	December 31,			December 31,
	2019			2018
Income:
Net investment income - related parties	$	90,115		$	46,799
Total Income		90,115			46,799

General and Administrative Expenses:
Management fee - related party		369,680			—
Administrative expenses		625,551			440,093
Professional fees		485,690			110,130
Total General and Administrative Expenses		1,480,921			550,223
Loss from Operations		(1,390,806	)		(503,424	)

Other Expense:
Gain on deconsolidation		316,774			—
Interest expense, net		(623,213	)		(1,104,724	)
Total Other Expense		(306,439	)		(1,104,724	)

Net Loss	$	(1,697,245	)	$	(1,608,148	)

Amortization of discounts on Series 2019 preferred stock and redeemable common stock		(23,689	)		(23,689	)

Net Income Attributable to Non-controlling Interests		(17,578	)		—

Net Loss Attributable to Common Stockholders	$	(1,738,512	)	$	(1,631,837	)

Basic and Diluted Loss Per Share	$	(0.04	)	$	(0.04	)

Basic and Diluted Weighted Average Number of Common Shares Outstanding		40,442,441			40,402,667

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

F-4

Alpha Investment Inc.

Consolidated Statement of Changes in Shareholders' Equity (Deficit)

For the Years Ended December 31, 2019 and 2018

					Series A Convertible				Additional					Non-
	Common Stock				Preferred Stock				Paid-in		Accumulated			controlling
	Shares		Amount		Shares		Amount		Capital		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		—		—		—		—		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
Stockholder contribution		—		—		—		—		274,600		—			—			274,600
Sale of common stock		51,067		6		—		—		855,999		—			—			856,005
Sale of minority interest in subsidiary		—		—		—		—		1,000,000		—			—			1,000,000
Distributions due to non-controlling interest		—		—		—		—		—		—			(100,000	)		(100,000	)
Amortization of discount on redeemable preferred stock		—		—		—		—		—		(23,689	)		—			(23,689	)
Net loss		—		—		—		—		—		(1,714,823	)		17,578			(1,697,245	)
Balance, December 31, 2019		40,290,400	$	4,030		1,167	$	17,505	$	5,110,717	$	(4,019,729	)	$	(82,422	)	$	1,030,101

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

F-5

Alpha Investment Inc.

Consolidated Statements of Cash Flows

	Year			Year
	Ended			Ended
	December 31,			December 31,
	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(1,697,245	)	$	(1,608,148	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation Expense		496			375
Accretion of origination fee income		(86,517	)		(91,860	)
Amortization of deferred loan costs		143,981			88,475
Amortization of discount on redeemable common stock		—			1,109,113
Gain on deconsolidation		(316,774	)		—
Bad debt expense		25,000			—
Issuance of Series 2019 convertible preferred stock for officer compensation		—			300,000
Changes in operating assets and liabilities:
Increase in interest receivable		(45,041	)		(18,834	)
Increase in accounts payable		(65,011	)		19,270
Increase in loans receivable, net of accretion and amortization		—			(868,000	)
Increase in deferred origination fees, net of accretion		—			700,600
Net cash used in operating activities		(2,041,111	)		(369,008	)

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

Cash Flows from Financing Activities:
Proceeds from stockholder contribution		274,600			320,990
Proceeds from the sale of common stock		856,005			—
Proceeds from the sale of interest in subsidiary		1,000,000			—
Cancellation of the sale of common stock		(90,000	)		—
Proceeds from the sale of preferred stock		—			15,000
Net cash provided by financing activities		2,040,605			335,990

Net increase (decrease) in cash		(506	)		(33,018	)
Cash at beginning of year		2,511,385			2,544,404
Cash and restricted cash at end of year	$	2,510,879		$	2,511,386

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	$	100,000		$	—
Issuance of warrants for extension of common stock redemption date	$	184,394			—

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

F-6

Alpha Investment Inc.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Corporate History

Alpha Investment Inc, formerly GoGo Baby, Inc. This Provisional patent was valid until October 9, 2013. The Company used its provisional patent to obtain a patent pending on this product. A short description: A toy on a car seat or other support can be turned on and off from the driver's seat. This is a wireless control and needs no wires running from the front seat to the back. The Company has obtained a patent pending of its product. NEED FOR GOVERNMENT APPROVAL FOR ITS PROPOSED PRODUCT We are not required to apply for or have any government approval for our proposed product. RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS We have not expended funds for research and development costs since inception. EMPLOYEES AND EMPLOYMENT AGREEMENTS Our only employee is our sole officer, Mr. Hargrave who currently devotes 2 hours per week to company matters and after receiving funding he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employee. 16 <PAGE> RELATED PARTY TRANSACTIONS Mr. Hargrave provides office space at no cost to the Company. Mr. Hargrave has offered to make loans to the Company if he considers it in the best interests of the Company. Mr. Hargrave's offer is not unlimited nor is it legally required. On May 29, 2013, GoGo Baby sold 10,000,000 shares of common stock to Malcolm Hargrave, the Company's president, for a total of $1,000. On June 9, 2014 Mr. Hargrave purchased 25.000,000 shares for $2,500. In December 2013 Mr. Hargrave loaned the Company $4,000. In June of 2014 Mr. Hargrave loaned the Company $6,000. PROPERTIES GoGo Baby shares an office with its President at no cost to the Company. EMPLOYEES All activities are carried out by our president and director Mr. Hargrave. LEGAL PROCEEDINGS GoGo Baby is not a party to any legal proceeding. MANAGEMENT The Executive Officers and Directors of the Company and their ages are as follows: Name Age Position Date Elected ---- --- -------- ------------ Malcolm Hargrave 50 President, CFO May 29, 2013 Director, Secretary Mr. Hargrove has been the company's sole officer and director since the company(the “Company”) was incorporated on February 22, ~~2013.~~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 reflect 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 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 and the 3,000,000 shares of common stock were returned to the Company. 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 which 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 ~~1987 Mr. Hargrove obtained a Bachelor~~exchange for its 90% interest in the SPV, the Company is required to contribute 4,015,667 shares of ~~Science degree~~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 ~~electrical engineering from San Diego State University. Mr. Hargrove~~capital on the accompanying consolidated balance sheet. Alameda Partners is entitled to monthly distributions in cash and stock equal to $10,000. For the years ended December 31, 2019, the Company has recorded $100,000 of distributions as reductions to non-controlling interest, which has been accrued and included in Distributions Payable on the ~~president and owner~~accompanying consolidated balance sheet as of ~~MD computers~~December 31, 2019. As of December 31, 2019, Alpha Mortgage Notes I, LLC ~~since 1991.~~ has not completed any transactions. During the year ended December 31, 2019, the Company paid Alameda Partners consulting fee totaling $225,000 related to the exploration of possible investments.

F-7

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The ~~company is involved in~~consolidated financial statements include the ~~design and repair of computers. Directors~~accounts of the Company, ~~are elected~~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 ~~serve until~~be the ~~next annual meeting of shareholders~~primary beneficiary, (collectively, the “Company”). All significant intercompany balances and ~~until their successors~~transactions have been ~~elected. Executive officers serve at the discretion~~eliminated in consolidation.

Use of ~~the Board~~Estimates

The preparation of ~~Directors. The foregoing person may be deemed a "promoter" and "parent" of the Company as that term is defined~~financial statements in ~~the rules and regulations promulgated under the Securities and Exchange Act of 1933. SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING BASIS The statements were prepared following~~conformity with accounting principles generally accepted ~~accounting principles of~~in the United States of America ~~consistently applied. USE OF ESTIMATES Management uses~~requires management to make certain estimates and assumptions ~~in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions~~that affect the reported amounts of assets and liabilities ~~the~~and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and ~~expenses. 17 <PAGE> CASH AND CASH EQUIVALENTS~~ 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. ~~PROPERTY AND EQUIPMENT~~

Restricted Cash Held in Escrow

The Company has approximately $2,509,000 of restricted cash held in escrow from the sale of commons stock to an investor that has the right to require the Company to repurchase common stock for $2,500,000 through September 2020. In February 2020, the holder exercised its option. See Note 9.

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. As of December 31, 2019, and 2018, since all loans receivable are considered performing according to their payment terms, no loans are on non-accrual status.

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 December 31, 2019 and 2018.

Property and Equipment

Property and equipment are stated at cost. Equipment and fixtures are ~~being~~ depreciated using the straight-line method over the estimated asset lives, 5 year. INTANGIBLE ASSETS INITIAL MEASUREMENT Intangible asset acquisitions in which the consideration given is cash are measured by the amount of cash paid, which generally includes the transaction costs of the asset acquisition. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on either the cost which shall be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. SUBSEQUENT MEASUREMENT The company accounts for its intangible assets under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Subtopic ("ASC") 350-30-35 "Intangibles--Goodwill and Other--General Intangibles Other than Goodwill-Subsequent Measurement". Under this method the company is required to test an indefinite-lived intangible asset for impairment on at least an annual basis. This is done by comparing the asset's fair value with its carrying amount. If the carrying amount exceeds the asset's fair value, the difference in those amounts is recognized as an impairment loss. INCOME TAXES years.

F-8

Income Taxes

The Company accounts for its income taxes in accordance with FASB Accounting Standards Codification ~~("ASC"~~(“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. ~~FINANCIAL INSTRUMENTS Fair value measurements~~

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, 2019, 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 ~~determined based~~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 years ended December 31, 2019 and 2018:

	2019			2018
Interest Income	$	32,651		$	27,252
Accretion of Loan Origination Fees		143,981			108,021
Amortization of Loan Issuance Costs		(86,517	)		(88,474	)
Net Investment Income	$	90,115		$	46,799

When a loan is placed on non-accrual status, the ~~assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes~~related interest receivable is charged to bad debt of the current period. If a ~~hierarchy for inputs used in measuring fair value that maximizes~~non-accrual loan is returned to accrual status, the ~~use~~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 ~~observable inputs and minimizes~~ the ~~use of unobservable inputs by requiring~~date the loan no longer meets the non-accrual criteria.

The Company suspends recognizing interest income when it is probable that the ~~most observable inputs~~Company will be ~~used when available. FASB ASC 820 establishes~~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 ~~fair~~receivable-by-receivable basis by either the present value ~~hierarchy that prioritizes the use~~ of inputs used in valuation methodologies into the following three levels: * Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. * Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. 18 <PAGE> * Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discountedestimated future cash flows ~~method.~~ 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 using the cash basis method of accounting. Additionally, the Company generally does not resume recognition of interest income once it has been suspended.

F-9

Variable Interest Entity

The Company holds a 10% interest in Paris Med, of which the remaining 90% interest is held by the Company’s parent company. Through December 31, 2019, 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, 2019 and 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, 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 years ended December 31, 2019 and 2018, Paris Med had no activity other than accruing interest on outstanding principal. 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

Net Loss Per Share

Basic loss per share ~~includes no dilution and~~ is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the ~~period.~~year. Included in the basic weighted average number of common shares outstanding for the years ended December 31, 2019 and 2018 was 166,667 shares for redeemable common stock. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. ~~Because~~520,000 shares of common stock underlying common stock warrants were excluded from the computation of diluted loss per share for year ended December 31, 2019 and 2018, because their impact was anti-dilutive.

Concentration of Credit Risk

Financial instruments that potentially subject the Company ~~does~~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 ~~have~~experienced any ~~potentially dilutive securities, the accompanying presentation is only of basic loss per share. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS~~ losses in such accounts through December 31, 2019.

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.

In May 2011, FASB issued Accounting Standards Update ("ASU") No. 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS" ("ASU No. 2011-04"). ASU No. 2011-04 provides guidance which is expected to result in common fair value measurement and disclosure requirements between U.S. GAAP and IFRS. It changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. It is not intended for this update to result in a change in the application of the requirements in Topic 820. The amendments in ASU No. 2011-04 are to be applied prospectively. ASU No. 2011-04 is effective for public companies for interim and annual periods beginning after December 15, 2011. Early application is not permitted. This update is not expected to have a material impact on the Company's financial statements. In June 2011,January 2016, the FASB issued ASU No. ~~2011-05, "Comprehensive Income (Topic 220): Presentation~~2016-01, Financial Instruments - Overall (Subtopic 825- 10), Recognition and Measurement of ~~Comprehensive Income" ("~~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. ~~2011-05"). In ASU No. 2011-05,~~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 ~~has the option~~ to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments in ASU No. 2011-05 do not change the items that must be reportedseparately in other comprehensive income ~~or when an item~~the portion of ~~other comprehensive income must be reclassified to net income. They also do not~~the total change ~~the presentation of related tax effects, before related tax effects, or the portrayal or calculation of earnings per share. The amendments~~ in ASU No. 2011-05 should be applied retrospectively. The amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. This update is not expected to have a material impact on the Company's financial statements. 19 <PAGE> In September 2011, the FASB issued ASU No. 2011-08, "Intangibles -- Goodwill and Other (Topic 350)" ("ASU No. 2011-08"). In ASU No. 2011-08, an entity is permitted to make a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes that it is not more likely than not that the fair value of a ~~reporting unit is less than its carrying amount, it would not be required~~liability resulting from a change in the instrument-specific credit risk when the entity has elected to ~~perform~~measure the ~~two-step impairment test~~liability at fair value in accordance with the fair value option for ~~that reporting unit.~~financial instruments. The ~~ASU's objective is~~update requires separate presentation of financial assets and financial liabilities by category and form on the balance sheet or the accompanying notes to ~~simplify how~~the financial statements. In addition, the update clarifies that an entity ~~tests goodwill~~should evaluate the need for ~~impairment. The~~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 ~~ASU No. 2011-08~~the update are effective ~~for annual and interim goodwill and impairment tests performed~~ for fiscal years beginning after December 15, ~~2011. Early adoption is permitted, including for annual~~2018, and interim ~~goodwill impairment tests performed as of a date before September~~periods within fiscal years beginning after December 15, ~~2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued.~~2019. The Company is evaluating the requirements of ASU No. 2011-08 and has not yet determined whether a revised approach to evaluation of goodwill impairment will be used in future assessments. The Company does not expect the adoption of this ASU ~~No. 2011-08 to have a material impact on its financial statements. Other accounting standards that have been issued or proposed by the FASB that do~~did not ~~require adoption until a future date are not expected to~~ have a material impact on the Company’s financial ~~statements upon adoption.~~ statements.

F-10

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. The new lease guidance was effective for fiscal years beginning after December 15, 2018 and did not 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 cancelable). 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. ~~EXECUTIVE COMPENSATION MANAGEMENT COMPENSATION Currently, Mr. Hargrave, our sole officer~~

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 ~~receives no compensation~~of the Company, for ~~his services during~~a revolving line of credit in the ~~development stage~~maximum principal sum of ~~our business operations. He~~$3,600,000 for the purpose of financing real property construction costs and working capital needs. On January 28, 2020, this loan was amended to reduce the loan amount to $657,500. The loan is ~~reimbursed~~secured in full by a first position lien on any and all Real Property in which the Borrower has any interest in for ~~any out-of-pocket expenses that he incurs~~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 annual fixed interest rate on ~~our behalf. In~~ the ~~future, we may approve payment~~loan is 3.5% and all interest receivables are due at maturity. As of salaries for future officers and directors, but currently, no such plans have been approved. We do not have any employment agreements in place with our sole officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employees. SUMMARY COMPENSATION TABLE Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name and Plan Compen- Other Principal Stock Option Compen- sation Compen- Position Year Salary Bonus Awards Awards sation Earnings sation Totals ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ Malcolm 2014 0 0 0 0 0 0 0 0 Hargrave 2013 0 0 0 0 0 0 0 0 President, CEO, CFO and Director 20 <PAGE> OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Option Awards Stock Awards ----------------------------------------------------------------- ---------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ Malcolm 0 0 0 0 0 0 0 0 0 Hargrave DIRECTOR COMPENSATION Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash Awards Awards Compensation Earnings Compensation Total ---- ---- ------ ------ ------------ -------- ------------ ----- Malcolm 0 0 0 0 0 0 0 Hargrave There are no current employment agreements between the company and its officer and director. On May 29, 2013 a total of 10,000,000shares of common stock were issued to Mr. Hargrave in exchange for cash inDecember 31, 2019, the amount of ~~$1,000 or $0.0001 per share. On June 9, 2014~~$477,500 had been advanced on the loan. The origination fees of $180,000 due to the Company ~~issued Mr. Hargrave 25,000,000 shares~~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. During the years ended December 31, 2019 and 2018, the Company recognized $36,217 and $36,217, respectively of the origination fees, which are carried at $117,277 and $66,976 as of December 31, 2019 and 2018, respectively. The Company also incurred loan issuance costs of $420,000, which were recorded as deferred issuance costs to amortized as a reduction of interest income through the maturity date. During the years ended December 31, 2019 and 2018, the Company recognized $103,141 and $88,475, respectively of the deferred issuance costs, which are carried at $204,338 and $307,479 as of December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, the gross loan receivable balance is $657,500.

F-11

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 ~~total consideration~~revolving line of ~~$2, 500~~credit in ~~cash. Mr. Hargrave currently devotes approximately~~the maximum principal sum of $5,000,000 for the purpose of financing real property construction costs and working capital needs. On November 2, ~~hours per week~~2019, this loan was amended to ~~manage~~reduce the ~~affairs~~loan amount to $250,000. 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 ~~company. He has agreed to work with no remuneration until such~~loan is August 31, 2022 at which time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amountentire principal balance of the ~~compensation will be. There~~loan plus accrued interest thereon is due and payable. The annual fixed interest rate on the loan is 3.5% and all interest receivables are ~~no annuity, pension or retirement benefits proposed to be paid to~~due at maturity. As of December 31, 2019, and 2018, the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. OPTIONS There are no options outstanding. PRINCIPAL SHAREHOLDERS The following table sets forth, as of June 30, 2014, the name, address, and number of shares owned directly or beneficially by persons who own 5% or more of the company's common stock and by each executive officer and director and owner after the Distribution. 21 <PAGE> Shares/Percent as Shares/Percent after Beneficial Owner of June 30, 2014 the Distribution ---------------- ---------------- ---------------- Malcolm Hargrave 35,000,000 - 95.7% 35,000,000 - 95.7% 9130 Edgewood Dr. La Mesa, CA 91941 DTH International Corporation 1,500,000 - 4.1% 500,000 - 1.4% 4190 Bonita Road Bonita Ca, 91902 All Executive Officers 35,000,000 - 95.7% 35,000,000 - 95.7% and Directors as a Group (1 person) ---------- (1) Based on 36,550,000 shares outstanding on June 30, 2014 CERTAIN TRANSACTIONS On November 14, 2013 GoGo Baby sold 1,500,000 shares of its common stock to DTH International Corporation for $1,000. On March 25, 2013 gross loan receivable balance is $250,000.

Non-Binding Memorandum with Diamond Ventures Funds Management LLC

The Company ~~purchased~~and Diamond Ventures Funds Management LLC (“DVFM”) have executed a ~~provisional patent from Lesa M. Foster for 50,000 shares~~non-binding Memorandum of the common stock of the Company. On May 20, 2013, GoGo Baby sold 10,000,000 shares of common stock to Malcolm Hargrave, the Company's president, for a total of $1,000. On June 9, 2014 the Company sold 25,000,000 shares of its common stock to Mr. Hargave for $2,500 in cash. The above sales were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) for sales not involving a public offering. DESCRIPTION OF SECURITIES The authorized common stock of GoGo Baby consists of 100,000,000 shares (par value $0.0001 per share), of which 16,050,000 shares were outstanding on June 30, 2014. The holders of common stock are entitled to one vote per share on all matters to be voted on by stockholders. Holders of common stock are entitled to receive dividends when, as, and if declared by the Board of Directors. The approval of proposals submitted to shareholders at a meeting requires a favorable vote of the majority of shares voting. Holders of the common stock have no preemptive, subscription, redemption, or conversion rights, and there are no sinking fund provisions with respect to the common stock. All of the outstanding shares of common stock are, and the shares to be transferred in the Distribution will be, fully paid and non-assessable. As of June 30, 2014 GoGo Baby had two common shareholders. GoGo Baby, Inc. is authorized to issue 20,000,000 shares of preferred stock. None of which have been issued. Penny Stocks must, among other things: * Provide customers with a risk disclosure statement, setting forth certain specified information prior to a purchase transaction; * Disclose to the customer inside bid quotation and outside offer quotation for this Penny Stock, or, in a principal transaction, the broker-dealer's offer price for the Penny Stock; * Disclose the aggregate amount of any compensation the broker-dealer receives in the transaction; * Disclose the aggregate amount of the cash compensation that any associated person of the broker-dealer, who is a natural person, will receiveUnderstanding (“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 ~~transaction; 22 <PAGE> * Deliver~~exchange are not public at this time. Upon the signing of the MOU $25,000 was advanced to the ~~customer after the transaction certain information concerning determination~~Borrower as part of the ~~price and market trading activity~~Business Line of Credit to be established as part of the ~~Penny Stock. Non-stock exchange and non-NASDAQ stocks would not be covered by~~ MOU. In December 2019,the definition of Penny Stock for: (i) issuers who have $2,000,000 tangible assets ($5,000,000 if the issuer has not been in continuous operation for 3 years); (ii) transactions in which the customer is an institutional accredited investor; and (iii) transactions that are not recommended by the broker-dealer. PENNY STOCK RULES The Securities and Exchange Commission has adopted rule 15g-9, which established the definition of a "penny stock" for the purposes relevant to GoGo Baby as any equity security that has a market price of less than $5.00 per share, or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (1) that a broker or dealer approve a person's account for transactions in penny stocks: and (2) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (1) obtain financial information and investment experience objectives of the person; and (2) make a reasonable determinationCompany determined that the ~~transactions in penny stocks are suitable for that person,~~amount was not going be collected and ~~the person has sufficient knowledge and experience in financial matters to be capable~~recorded bad debt expense of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock: (1) a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (2) sets forth the basis on which the broker or dealer made the suitability determination; and (3) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about: (1) the commissions payable to both the broker-dealer and the registered representative; (2) current quotations for the securities; (3) the rights and remedies available to an investor in cases of fraud in penny stock transactions; and (4) monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. PREFERRED STOCK GoGo Baby is also authorized to issue as many as 20,000,000 shares of the preferred stock (par value $0.0001). The preferred stock may be issued in one or more series with such preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends and qualifications, and rights as the Company's Board of Directors may determine. As of June 30, 2014, there were no shares of preferred stock outstanding. Preferred stock can thus be issued without the vote of the holders of common stock. Rights could be granted in the future to the holders of preferred stock, 23 <PAGE> which could reduce the attractiveness of GoGo Baby as a potential takeover target, make the removal of management more difficult, or adversely impact the rights of holders of common stock. LIMITATION OF LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND OFFICERS The Certificate of Incorporation of GoGo Baby provides for indemnification of directors and officers of GoGo Baby as follows: TENTH: To the fullest extent permitted by the Delaware General Corporation Law a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. DELAWARE GENERAL CORPORATION LAW Delaware General Corporation Law Section 145 provides that GoGo Baby may indemnify any officer or director who was made a party to a suit because of the Securities Act covering the common stock offered by this prospectus. This position, including derivative suits, if he was acting in good faith and in a manner he reasonably believed was in the best interest of GoGo Baby, except, in certain circumstances, for negligence or misconduct in the performance of his duty to GoGo Baby. If the director or officer is successful in his suit, he is entitled to indemnification for expenses, including attorneys' fees. LEGAL MATTERS The legality of the Shares of Common stock to be registered hereby will be passed upon for GoGo Baby by Karen Batcher, Esquire. Tax opinion given by Karen Batcher, Esquire. EXPERTS The financial statements of GoGo Baby for the periods from February 22, 2013 to$25,000 during the year ended December 31, 2013 and the six months ended June 30, 2014, and related notes which are included in this Prospectus have been examined by PLS CPA, A Professional Corp., and have been so included in reliance upon the opinion2019.

The following is a summary of such accountant given upon their authority as an expert in auditing and accounting. ADDITIONAL INFORMATION We have filed with the U.S. Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act covering the common stock offered by this Prospectus, which constitutes a part of the registration statement, omits some of the information described in the registration statement under the rules and regulations of the Commission. For further information on GoGo Baby and the common stock offered by this prospectus, please refer to the registration statement and the attached exhibits. Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete, and in each instance, reference is made to the copy filed as an exhibit to the registration statement; each of these statements is qualified in all respects by that reference. The registration statement and exhibits can be inspected and copied at the public reference section at the Commission's principal office, 100 F Street, NE, Washington, D.C. 20549 and through the Commission's Web site (http://www.sec.gov). Copies may be obtained from the commission's principal office upon payment of the fees prescribed by the Commission. 24 <PAGE> PLS CPA, A PROFESSIONAL CORP. * 4725 MERCURY STREET #210 * SAN DIEGO * CALIFORNIA 92111 * * TELEPHONE (858) 722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979 * E-MAIL CHANGGPARK@GMAIL.COM * -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Gogo Baby, Inc. We have audited the accompanying balance sheet of Gogo Baby, Inc. (A Development Stage "Company")mortgages receivable as of December 31, ~~2013,~~2019 and 2018:

	2019			2018
Principal Amount Outstanding	$	907,500		$	932,500
Unamortized Issuance Costs		204,338			307,478
Unaccreted Discounts, net of unamortized issuance costs		(228,284	)		(314,800	)
Net Carrying Value	$	883,554		$	925,178

Third Parties

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

Construction financing in the amount of $90,204,328, maturing in 10 years on June 30, 2028, 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. All interest receivables are due at maturity. 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 years ended December 31, 2019 and 2018, the Company amortized $9,160 and $6,049, respectively, of the discount. As of December 31, 2019 and 2018, respectively, the loan is carried at $480,809 and $173,449, net of unamortized discount of $77,191 and $694,551.

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, 2019 and 2018, no amounts have been advanced pursuant to the equipment financing note.

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, 2019, and 2018, no amounts have been advanced pursuant to the line of credit.

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, acquired 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 ~~shareholders' equity (deficit)~~the favor of Jersey Walk in the amount of $73,496,002. This amount was to be advanced to CMT as required for the completion of the construction and ~~cash flows~~development of two multi-family residences in Lakewood, New Jersey. All amounts advanced under the construction loan agreement were secured by the construction project and due by September 30, 2028. The acquisition of Jersey Walk was rescinded on June 6, 2019, as of which date, $310,000 had 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

F-12

amortized into income over the term of the loan. As a result of the rescission of the Jersey Walk acquisition, and deconsolidation of the subsidiary, deferred income of $576,774 and construction loan advances of $310,000 were derecognized and included in the gain on deconsolidation for the year ended December 31, ~~2013~~2019, which totaled $316,774. The Company has retained no investment, and ~~the period from February 22, 2013 (inception) to December 31, 2013. These financial statements are the responsibility~~has no continuing involvement, in CMT.

The following is a summary of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gogo Baby, Inc.loans receivable as of December 31, ~~2013,~~2019 and 2018:

	2019			2018
Principal Amount Outstanding	$	558,000		$	868,000
Unaccreted Discounts		(77,191	)		(694,551	)
Net Carrying Value	$	480,809		$	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, 2019 the Company had a net operating loss carry-forward of approximately $1,662,000. Net operating loss carry-forwards incurred before 2018 generally expire twenty years from the date the loss was incurred, beginning in 2023, and losses incurred after 2018 are subject to annual limitations.

The Company is subject to United States federal and state income taxes at an approximate blended state and federal rate of 29%. 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, 2019			December 31, 2018
Statutory rates (federal and state)		29	%		29	%
Permanent differences		(11	)%		(24	)%
Valuation allowance change and change in tax rate		(18	)%		(5	)%
		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 ~~result~~amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of ~~its operations~~income and ~~its cash flows~~expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities at December 31, 2019 and 2018 are as follows:

	December 31, 2019			December 31, 2018
Net operating loss carryforward	$	482,081		$	177,017
Valuation allowance		(482,081	)		(177,017	)
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. The Company’s valuation allowance increased by $305,064 and $58,993 during the years ended December 31, ~~2013~~2019 and ~~period~~2018, respectively. 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

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 ~~February 22, 2013 (inception)~~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.

F-13

Litigation

The Company is not presently involved in any litigation.

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. During the year ended December 31, ~~2013~~2019, the Company paid advisory fees of $340,000 to the third party advisor for services related to identifying potential investors, which is included in ~~conformity with U.S. generally accepted accounting principles.~~professional fees in the accompanying consolidated statement of operations.

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 ~~statements~~statement of the Company have been prepared assuming that the Company will continue as a going ~~concern. As discussed~~concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in ~~Note 6~~the normal course of business. The Company used $2,041,111 and $369,008 in cash in operations and incurred net losses of $1,697,245 and $1,608,148 during the years ended December 31, 2019 and 2018, respectively. The Company has an accumulated deficit of $4,019,729 as of December 31, 2019 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 ~~financial statements,~~attainment of profitable operations are necessary for the ~~Company's losses from operations~~Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about ~~its~~the Company's ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that ~~might~~may result from the outcome of ~~this uncertainty. /s/ PLS CPA ---------------------------------- PLS CPA, A Professional Corp. September 16, 2014 San Diego, CA. 92111 Registered~~these aforementioned uncertainties.

NOTE 7 – RELATED PARTY TRANSACTIONS

Loans receivable

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

Consulting Fees

The Company has paid certain consulting fees to Alameda Partners as further disclosed in Note 1.

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 of no less than $150,000 per year, not to exceed $300,000 per year. The agreement remains in effect until cancelled by Omega. During the year ended December 31, 2018, Omega waived the management fee. During the year ended December 31, 2019, Omega Commercial Finance Corp, the Company’s principle stockholder, and Omega Streets Capital, an affiliate entity, was paid a combined $369,680 in management and consulting fees pursuant to a corporate governance management agreement executed on June 1, 2017. The fee paid in 2019 is for services that were rendered throughout 2019.

NOTE 8 – STOCKHOLDERS’ EQUITY

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 Public Company Accounting Oversight Board F-1 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Balance Sheet --------------------------------------------------------------------------------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. No shares were issued under the plan during the years ended December 31, 2018 and 2019. As of December 31, 2013 ----------------- (Audited) CURRENT ASSETS Cash $ 665 -------- TOTAL CURRENT ASSETS 665 OTHER ASSETS Intangible Assets,2019 and 2018, there were 3,625,000 shares issued under the plan and 1,375,000 available for issuance under the plan.

F-14

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, and amendments, the investor has the right to require the Company to repurchase the shares for $2.5 million at any time through September 2020, which was initially December 2017. Accordingly, the amounts received are presented as a temporary equity as of December 31, 2019 and 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. In June 2019, the option period was extended to September 27, 2019. In September 2019, the option period was extended to February 2020. In January 2020, the option period was extended to September 2020. During the year ended December 31, 2018, the Company amortized the remaining $1,109,113 of the discount. As of December 31, 2019 and 2018, the cash is held in an escrow account and the shares are carried at $2,500,000. There is no remaining unamortized discount as of December 31, 2019 and 2018. In February 2020, the holder exercised its option. See Note 9.

On November 27, 2017, 16,667 shares of 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 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, 2019 and 2018, respectively, was $336,034 and $339,346, net 5 -------- TOTAL OTHER ASSETS 5 -------- TOTAL ASSETS $ 670 ======== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ -- -------- TOTAL CURRENT LIABILITIES -- LONG-TERM LIABILITIES Promissory Note payable 4,000 -------- TOTAL LONG-TERM LIABILITIES 4,000 TOTAL LIABILITIES 4,000 STOCKHOLDERS' EQUITYof unamortized discount of $187,544 and $211,233.

During the year ended December 31, 2018, the Company issued 20,000 shares of Series 2018 Convertible Preferred Stock ~~($0.0001~~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.

In November 2017, The Company also issued to the investor, 7,333 shares of Series 2018 Convertible Preferred Stock pursuant to the subscription agreement. As of December 31, 2018, the Company has yet to receive the proceeds for these shares as presents the par value ~~20,000,000~~of these shares ~~authorized; zero~~as subscription receivable. As of December 31, 2019, these funds were determined not to be received and the Series 2018 Convertible Preferred Stock was adjusted to reflect this adjustment.

Common Stock

During the year ended December 31, 2019, the Company sold 57,067 shares for gross proceeds of $946,005. In July 2019, the Company agreed to amend one of the subscription agreements and cancelled the sale 6,000 shares for cash consideration of $90,000. As of December 31, 2019, 2,000 shares of common stock have yet to be issued due to administrative delays.

Preferred Stock

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

During the years ended December 31, 2019 and 2018, Omega Commercial Finance Corp, the Company’s parent company, made capital contributions to the Company totaling $274,600 and $320,990, respectively.

F-15

Common Stock Warrants

As of December 31, 2019, there are warrants outstanding to purchase 520,000 shares for an exercise price of $15.00 over five years. There was no warrant activity during the years ended December 31, 2019 and 2018.

The following is a summary of warrant activity for the years ended December 31, 2019 and 2018:

	# of Shares	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)
Balance, January 1, 2018	520,000	$	15.00	5.00
Balance, December 31, 2018	520,000	$	15.00	3.80
Balance, December 31, 2019	520,000	$	15.00	2.80

The following is a summary of warrants outstanding as of December 31, ~~2013 -- Common stock, ($0.0001 par value, 100,000,000 shares authorized; 11,550,000 shares issued and outstanding as~~2019:

Exercise Price		# of Shares		Expiration
$	15.00		350,000		September 19, 2022
$	15.00		170,000		December 14, 2022
			520,000

Sale of Minority Interest in Subsidiary

During the year ended December 31, 2013 1,155 Additional paid-in capital 850 Deficit accumulated during development stage (5,335) -------- TOTAL STOCKHOLDERS'2019, the Company sold a 10% interest in a newly formed subsidiary for $1,000,000. See Note 1.

NOTE 9 – SUBSEQUENT EVENTS

In February 2020, an investor that has the right to require the Company to repurchase the common stock for $2,500,000 through September 2020, exercised its option and the Company reacquired these shares for $2,500,000 in cash.

F-16

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of			As of
	September 30,			December 31,
	2020			2019
ASSETS
Current Assets:
Cash	$	47,056		$	91,693
Restricted cash held in escrow		—			2,509,186
Total Current Assets		47,056			2,600,879

Other Assets:
Loans receivable - related party, net of discounts		871,086			883,554
Loans receivable, net of discounts		487,679			480,809
Interest receivable		97,827			64,208
Investment in Legacy Sand Group, LLC (Note 1)		33,323,000			—
		34,779,592			1,428,571

Property and Equipment, net:
Furniture and equipment, net		711			1,005
Total Property and Equipment, net		711			1,005

TOTAL ASSETS	$	34,827,359		$	4,030,455

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	37,372		$	37,320
Accrued management fees - related party		112,500			—
Distributions payable		190,000			100,000
Total Current Liabilities		339,872			137,320

Payroll Protection Plan Loan		20,800			—
Total Liabilities		360,672			137,320

Redeemable Common Stock; ($0.0001 par value), 100,000,000 shares authorized, 166,667 shares issued and outstanding as of December 31, 2019 (See Note 8)		—			2,500,000
Series 2018 Convertible Preferred Stock ($0.0001 par value), net of discounts of $175,701 and $187,545, respectively, 100,000 shares authorized; 36,667 shares issued and outstanding (Liquidation Value: $500,000) (See Note 8)		380,800			363,034
		380,800			2,863,034
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 issued and outstanding		17,505			17,505
Series 2020 Convertible Preferred Stock ($10,000 par value), 100,000 shares authorized; 3,382 issued and outstanding		33,323,000			—
Common stock, ($0.0001 par value), 100,000,000 shares authorized; 40,290,400 shares issued and outstanding		4,030			4,030
Additional paid-in capital		5,535,717			5,110,717
Accumulated deficit		(4,635,125	)		(4,019,729	)
Total Equity		34,245,127			1,112,523
Non-controlling interest in variable interest entities		(159,240	)		(82,422	)
Total Stockholders' Equity		34,085,887			1,030,101
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	34,827,359		$	4,030,455

See notes to unaudited condensed consolidated financial statements.

F-17

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2020			2019
Income:
Net investment income - related parties	$	21,518		$	78,158
Net investment income		6,797			—
Total Income		28,315			78,158

General and Administrative Expenses:
Management fee - related party		112,500			121,429
Administrative expenses		342,205			647,442
Professional fees		148,821			407,646
Total General and Administrative Expenses		603,526			1,176,517
Loss from Operations		(575,211	)		(1,098,359	)

Other Expense:
Gain on deconsolidation		—			316,774
Interest expense		(9,237	)		(623,212	)
Total Other Expense		(9,237	)		(306,438	)

Net Loss	$	(584,448	)	$	(1,404,797	)


Amortization of discounts on Series 2018 preferred stock and redeemable common stock		(11,844	)		(17,766	)

Net Loss Attributable to Non-controlling Interests		(13,182	)		(14,648	)

Net Loss Attributable to Common Stockholders	$	(609,474	)	$	(1,437,211	)

Basic and Diluted Loss Per Share	$	(0.02	)	$	(0.04	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		40,290,400			40,268,938

See notes to unaudited condensed consolidated financial statements.

F-18

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’s EQUITY (DEFICIT) (3,330) -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 670 ======== The accompanying

(Unaudited)

							Series A				2020 Convertible				Additional						Non-
	Common Stock						Preferred Stock				Preferred Stock				Paid-in			Subscription			controlling			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Receivable			Interest			Deficit			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		—			—			—		—		—		—		—						4,882			(531,118	)		(526,236	)
Balance, March 31, 2019		43,269,733			4,327			1,167		—		—		17,505		33,715,415			(30,000	)		4,882			(2,818,257	)		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	)
Distribution due to non-controlling interest		—			—			—		—		—		—		—			—			(40,000	)		—			(40,000	)
Net loss		—			—			—		—		—		—		—			—			4,883			(507,553	)		(502,670	)
Balance, June 30, 2019		40,293,066			4,029			1,167		—		—		17,505		4,873,216			—			(30,235	)		(3,331,732	)		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	)
Distribution due to non-controlling interest		—			—			—		—		—		—		—			—			(30,000	)		—			(30,000	)
Net loss		—			—			—		—		—		—		—			—			4,883			(380,775	)		(375,892	)
Balance, September 30, 2019		40,292,400		$	4,029			1,167	$	—		—	$	17,505	$	4,863,216		$	(50,000	)	$	(55,352	)	$	(3,718,429	)	$	1,060,969

					Series A				2020 Convertible				Additional				Non-
	Common Stock				Preferred Stock				Preferred Stock				Paid-in		Subscription		controlling			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Receivable		Interest			Deficit			Total
Balance, December 31, 2019		40,290,400	$	4,030		1,167	$	17,505		—	$	—	$	5,110,717	$	—	$	(82,422	)	$	(4,019,729	)	$	1,030,101
Stockholder contribution		—		—		—		—		—		—		410,000		—		—			—			410,000
Amortization of discount on redeemable preferred stock		—		—		—		—		—		—		—		—		—			(5,922	)		(5,922	)
Distributions to noncontrolling interest		—		—		—		—		—		—		—		—		(30,000	)		—			(30,000	)
Net loss		—		—		—		—		—		—		—		—		4,394			(260,986	)		(256,592	)
Balance, March 31, 2020		40,290,400		4,030		1,167		17,505		—		—		5,520,717		—		(108,028	)		(4,286,637	)		1,147,587
Stockholder contribution		—		—		—		—		—		—		15,000		—		—			—			15,000
Amortization of discount on redeemable preferred stock		—		—		—		—		—		—		—		—		—			(5,922	)		(5,922	)
Distributions to noncontrolling interest		—		—		—		—		—		—		—		—		(30,000	)		—			(30,000	)
Investment in unconsolidated investee		—		—		—		—		3,382		33,323,000		—		—		—			—			33,323,000
Net loss		—		—		—		—		—		—		—		—		4,394			(223,171	)		(218,777	)
Balance, June 30, 2020		40,290,400		4,030		1,167		17,505		3,382		33,323,000		5,535,717		—		(133,634	)		(4,515,730	)		34,230,888
Amortization of discount on redeemable preferred stock		—		—		—		—		—		—		—		—		—			(5,922	)		(5,922	)
Distributions to noncontrolling interest		—		—		—		—		—		—		—		—		(30,000	)		—			(30,000	)
Net loss		—		—		—		—		—		—		—		—		4,394			(113,473	)		(109,079	)
Balance, September 30, 2020		40,290,400	$	4,030		1,167	$	17,505		3,382	$	33,323,000	$	5,535,717	$	—	$	(159,240	)	$	(4,635,125	)	$	34,085,887

See notes ~~are an integral part of these~~to unaudited condensed consolidated financial statements F-2 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Statement of Operations -------------------------------------------------------------------------------- February 22, 2013 (inception) through December 31, 2013 ----------------- REVENUES Revenues $ -- ---------- TOTAL REVENUES -- GENERAL & ADMINISTRATIVE EXPENSES Administrative expenses 5,335 Professional fees -- Amortization Expense -- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES 5,335 ---------- LOSS FROM OPERATION (5,335) ---------- OTHER EXPENSE Interest expense -- ---------- TOTAL OTHER EXPENSES -- NET INCOME (LOSS) $ (5,335) ========== BASIC EARNINGS PER SHARE $ (0.00) ========== WEIGHTED AVERAGE NUMBERstatements.

F-19

ALPHA INVESTMENT INC

CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHARES OUTSTANDING 6,445,192 ========== The accompanying notes are an integral part of these financial statements F-3 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Statement of changes in Shareholders' Equity (Deficit) From February 22, 2013 (Inception) through December 31, 2013 -------------------------------------------------------------------------------- Deficit Accumulated Common Stock Additional During --------------------- Paid-in Development Shares Amount Capital Stage Total ------ ------ ------- ----- ----- Balance, February 22, 2013 (Inception) -- $ -- $ -- $ -- $ -- Common stock issued, June 6, 2013 at $0.0001 per share in exchange for patent 50,000 5 -- -- 5 Common stock issued, June 21, 2013 at $0.0001 per share 10,000,000 1,000 -- -- 1,000 Common stock issued, November 14, 2013 at $0.000666 per share 1,500,000 150 850 -- 1,000 Loss for the period beginning February 22, 2013 (inception) to December 31, 2013 (5,335) (5,335) ---------- ------- ------- -------- -------- BALANCE, DECEMBER 31, 2013 11,550,000 $ 1,155 $ 850 $ (5,335) $ (3,330) ========== ======= ======= ======== ======== The accompanying notes are an integral part of these financial statements F-4 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Statement of Cash Flows -------------------------------------------------------------------------------- February 22, 2013 (inception) through December 31, 2013 ----------------- CASH FLOWS ~~FROM OPERATING ACTIVITIES Net income (loss) $ (5,335) Adjustments~~

(Unaudited)

	Nine Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2020			2019
Cash Flows from Operating Activities:
Net loss	$	(584,448	)	$	(1,404,797	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		294			4,012
Accretion of origination fee income		5,598			24,172
Gain on deconsolidation		—			(316,774	)
Changes in operating assets and liabilities:
Increase in interest receivable		(33,620	)		(38,910	)
Increase in prepaid expenses		—			(41,071	)
Increase in accrued management fees - related party		112,500			—
Decrease in accounts payable		52			(36,507	)
Net cash used in operating activities		(499,623	)		(1,809,875	)

Cash Flows from Investing Activities:
Purchase property and equipment		—			(13,300	)
Net cash used in investing activities		—			(13,300	)

Cash Flows from Financing Activities:
Redemption of common stock		(2,500,000	)		(90,000	)
Proceeds from ppp		20,800			—
Proceeds from stockholder contribution		425,000			87,100
Proceeds from the sale of common stock		—			836,003
Proceeds from the sale of interest in subsidiary		—			1,000,000
Net cash provided by (used in) financing activities		(2,054,200	)		1,833,103

Net increase (decrease) in cash		(2,553,823	)		9,928
Cash and restricted cash at beginning of period		2,600,879			2,511,385
Cash at end of period	$	47,056		$	2,521,313

Supplemental Disclosure of Cash Flow Information:
Cash paid during year for:
Interest	$	9,237		$	—
Income Taxes	$	—		$	—

Schedule of Non-Cash Investing and Financing Activities:
Investment in Legacy Sand Group LLC	$	33,323,000		$	—
Distribution due to non-controlling interest	$	90,000		$	40,000
Amortization of discount on redeemable preferred stock	$	11,844		$	17,766

See notes to reconcile net loss to net cash provided by (used in) operating activities: Amortization expense -- Changes in operating assets and liabilities: Increase (Decrease) in accounts payable and accrued liabilities -- Increase in accrued interest -- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,335) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Intangible Assets (5) -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (5) CASH FLOWS FROM FINANCING ACTIVITIES Decrease in advance from officer -- Increase in notes payable - related party 4,000 Issuance of common stock 2,005 -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 6,005 -------- NET INCREASE (DECREASE) IN CASH 665 CASH AT BEGINNING OF PERIOD -- -------- CASH AT END OF PERIOD $ 665 ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during period for: Interest $ -- ======== Income Taxes $ -- ======== The accompanying notes are an integral part of theseunaudited condensed consolidated financial statements F-5 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements December 31, 2013 -------------------------------------------------------------------------------- statements.

F-20

ALPHA INVESTMENT INC

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 -– ORGANIZATION AND DESCRIPTION OF BUSINESS

Alpha Investment Inc, formerly GoGo Baby, Inc. (the ~~"Company"~~“Company”) was incorporated on February 22, 2013 under the laws of the State of Delaware to ~~enter into~~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 ~~toy industry.~~attention of the driver. The ~~GoGo Baby invention~~Company, however, encountered significant constraints in raising sufficient capital to fully implement its business plan.

On March 30, 2017, the Company filed a Certificate of ~~a wireless car seat toy system was created~~Amendment to its Certificate of Incorporation with the ~~objective~~Delaware Secretary of State changing its name from “Gogo Baby, Inc.” to ~~provide~~“Alpha Investment Inc.” to better reflect the new business focus. The name change and a ~~car seat toy system that~~corresponding change in the ~~driver can activate~~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 ~~steering wheel. It~~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 ~~Gogo Baby's first objective~~a Utah Limited Liability Company which made a capital contribution of $1,000,000, which was paid to ~~sell~~ the ~~patent~~Company, for 10% ownership of the SPV, and will be the managing member. The capital shall be used to ~~a major company or secondly~~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 ~~toy manufactured, set up an online store~~commercial real estate industry as property developers, owners, and ~~market the product The Company's activities to date~~managers and currently holds over $50 million in commercial real estate assets. They have been ~~limited~~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 ~~organization~~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 ~~capital.~~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 consolidated balance sheet. Alameda Partners is entitled to monthly distributions in cash and stock equal to $10,000. For the nine months ended September 30, 2020, the Company has recorded $90,000 of distributions as reductions to non-controlling interest, which has been accrued and included in Distributions Payable on the accompanying consolidated balance sheet totaling $190,000 as of September 30, 2020. As of September 30, 2020, Alpha Mortgage Notes I, LLC has not completed any transactions.

On June 2, 2020, the Company acquired a 19% membership interest in Legacy Sand Group, LLC (“Legacy”), which owns real property and mining rights comprised of approximately 1,200 acres that encompass an asset of 110 million tons of Tier 1 Northern White Fracking Sand in Wisconsin. As consideration for the acquisition, the Company issued 3,382 shares of 2020 Convertible Preferred Stock, which is convertible into 3,804,750 shares of the Company’s common stock. The Company ~~has been~~recorded its interest in Legacy at the ~~development stage since~~estimated fair value of the preferred stock of $33,323,000. The Company accounted for its ~~formation~~investment in Legacy using the cost method and ~~has~~does not ~~yet realized any revenues from its planned operations. The Company's fiscal year end is December 31.~~ consolidate Legacy or use the equity method because it does not hold a controlling interest and exert significant influence over the management of Legacy.

NOTE 2 -– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~ACCOUNTING BASIS The~~

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements ~~were~~are prepared ~~following~~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 ~~accounting principles of~~in the United States of America ~~consistently applied. USE OF ESTIMATES Management uses~~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, 2019. The results of operations for the three and nine months ended September 30, 2020 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”), 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.

F-21

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 ~~in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions~~that affect the reported amounts of assets and liabilities ~~the~~and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and ~~expenses. CASH AND CASH EQUIVALENTS~~ 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. ~~PROPERTY AND EQUIPMENT~~ As of September 30, 2020, the Company had no cash equivalents.

Restricted Cash Held in Escrow

As of December 31, 2019, the Company had $2,500,000 of restricted cash held in escrow from the sale of commons stock to an investor that has the right to require the Company to repurchase the common stock for $2,500,000 through June 2019. During the nine months ended September 30, 2020, the investor exercised its right to require the Company to acquire the common stock, resulting in the release of the escrowed cash to the investor in exchange for the return of the common stock.

Loans Receivable, net and Allowance for Losses

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. As of September 30, 2020 and December 31, 2019, since all loans receivable are considered performing according to their payment terms, no loans are on non-accrual status.

Property and Equipment

Property and equipment are stated at cost. Equipment and fixtures ~~are being~~will be depreciated using the straight-line method over the estimated asset lives, 5 year. INTANGIBLE ASSETS INITIAL MEASUREMENT Intangible asset acquisitions in which the consideration given is cash are measured by the amount of cash paid, which generally includes the transaction costs of the asset acquisition. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or issued), measurement is based on either the cost which shall be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. F-6 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements December 31, 2013 -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) SUBSEQUENT MEASUREMENT The company accounts for its intangible assets under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Subtopic ("ASC") 350-30-35 "Intangibles--Goodwill and Other--General Intangibles Other than Goodwill-Subsequent Measurement". Under this method the company is required to test an indefinite-lived intangible asset for impairment on at least an annual basis. This is done by comparing the asset's fair value with its carrying amount. If the carrying amount exceeds the asset's fair value, the difference in those amounts is recognized as an impairment loss. INCOME TAXES years.

F-22

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 September 30, 2020, 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

	Three Months Ended						Nine Months Ended
	2020			2019			2020			2019
Interest Income	$	11,393		$	13,112		$	33,612		$	78,112
Accretion of Loan Origination Fees		23,919			23,919			71,758			103,187
Amortization of Loan Issuance Costs		(25,785	)		(25,785	)		(77,356	)		(103,141	)
Net Investment Income	$	9,527		$	11,246		$	28,015		$	78,158

The Company suspends recognizing interest income when it is probable that the ~~most observable inputs~~Company will be ~~used when available. FASB ASC 820 establishes~~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 ~~fair~~receivable-by-receivable basis by either the present value ~~hierarchy that prioritizes the use~~ of inputs used in valuation methodologies into the following three levels: * Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. * Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. * Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discountedestimated future cash flows ~~method.~~ 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.

F-23

Variable Interest Entity

The Company holds a 10% interest in Paris Med, of which the remaining 90% interest is held by Omega financial Corp, Inc. Through December 31, 2019, 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 September 30, 2020, 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, 2020, 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 nine months ended September 30, 2020, Paris Med had no activity other than accruing interest on outstanding principal. 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 attributed 90% of interest earned on Paris Med’s sole asset to non-controlling interests.

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. In addition, FASB ASC 825-10-25 "Fair Value Option" was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use~~these instruments. The carrying value of the Company’s loans receivable approximate fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. F-7 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements December 31, 2013 -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) NET LOSS PER SHARE because their terms approximate market rates.

Net Loss Per Share

Basic loss per share ~~includes no dilution and~~ is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the ~~period.~~year. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. ~~Because~~3,971,417 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, 2020, because their impact was anti-dilutive. 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.

Concentration of Credit Risk

Recently Issued and Adopted Accounting Pronouncements

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

In May 2011, FASB issued Accounting Standards Update ("ASU") No. 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS" ("ASU No. 2011-04"). ASU No. 2011-04 provides guidance which is expected to result in common fair value measurement and disclosure requirements between U.S. GAAP and IFRS. It changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. It is not intended for this update to result in a change in the application of the requirements in Topic 820. The amendments in ASU No. 2011-04 are to be applied prospectively. ASU No. 2011-04 is effective for public companies for interim and annual periods beginning after December 15, 2011. Early application is not permitted. This update is not expected to have a material impact on the Company's financial statements. In June 2011,January 2016, the FASB issued ASU No. ~~2011-05, "Comprehensive Income (Topic 220): Presentation~~2016-01, Financial Instruments - Overall (Subtopic 825- 10), Recognition and Measurement of ~~Comprehensive Income" ("~~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. ~~2011-05"). In ASU No. 2011-05,~~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 ~~has the option~~ to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments in ASU No. 2011-05 do not change the items that must be reportedseparately in other comprehensive income ~~or when an item~~the portion of ~~other comprehensive income must be reclassified to net income. They also do not~~the total change ~~the presentation of related tax effects, before related tax effects, or the portrayal or calculation of earnings per share. The amendments~~ in ASU No. 2011-05 should be applied retrospectively. The amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. This update is not expected to have a material impact on the Company's financial statements. F-8 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements December 31, 2013 -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In September 2011, the FASB issued ASU No. 2011-08, "Intangibles -- Goodwill and Other (Topic 350)" ("ASU No. 2011-08"). In ASU No. 2011-08, an entity is permitted to make a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes that it is not more likely than not that the fair value of a ~~reporting unit is less than its carrying amount, it would not be required~~liability resulting from a change in the instrument-specific credit risk when the entity has elected to ~~perform~~measure the ~~two-step impairment test~~liability at fair value in accordance with the fair value option for ~~that reporting unit.~~financial instruments. The ~~ASU's objective is~~update requires separate presentation of financial assets and financial liabilities by category and form on the balance sheet or the accompanying notes to ~~simplify how~~the financial statements. In addition, the update clarifies that an entity ~~tests goodwill~~should evaluate the need for ~~impairment. The~~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 ~~ASU No. 2011-08~~the update are effective ~~for annual and interim goodwill and impairment tests performed~~ for fiscal years beginning after December 15, ~~2011. Early adoption is permitted, including for annual~~2018, and interim ~~goodwill impairment tests performed as of a date before September~~periods within fiscal years beginning after December 15, ~~2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued.~~2019. The Company is evaluating the requirements of ASU No. 2011-08 and has not yet determined whether a revised approach to evaluation of goodwill impairment will be used in future assessments. The Company does not expect the adoption of this ASU ~~No. 2011-08 to have a material impact on its financial statements. Other accounting standards that have been issued or proposed by the FASB that do~~did not ~~require adoption until a future date are not expected to~~ have a material impact on the Company’s financial ~~statements upon adoption.~~ statements.

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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 did not 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.

NOTE 3 ~~- INTANGIBLE ASSETS~~– 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, former 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 September 30, 2020, 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. During the nine months ended September 30, 2020 and 2019, the Company recognized $27,162 and $27,162, respectively of the origination fees, which are carried at $111,602 and $84,440 as of September 30, 2020 and December 31, 2019, respectively. The Company ~~capitalized~~also incurred loan issuance costs of $420,000, which were recorded as ~~intangible assets~~deferred issuance costs to amortized as a reduction of interest income through the ~~purchase cost~~maturity date. During the nine months ended September 30, 2020 and 2019, the Company recognized $77,356 and $77,356, respectively of the ~~rights to~~deferred issuance costs, which are carried at $126,982 and $204,338 as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020 and December 31, 2019, the gross loan receivable balance is $657,500 which consists of $477,500 of advances on the loan and $180,000 of origination fees.

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

On August 28, 2017 the Company entered into a ~~certain creation acquired from Lesa Foster in exchange for 50,000 common shares~~loan agreement with Partners South Properties Corporation (“Borrower”), which is owned by Timothy R. Fussell, former President, Chairman of ~~GoGo Baby, Inc. valued at $0.0001 per share~~the Board and a director of the Company, for a ~~total value~~revolving line of ~~$5.~~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 ~~June 6, 2013.~~any and all Real Property in which the Borrower has any interest in for such purposes. The ~~value~~maturity date of the ~~patent~~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. The Company received $250,000 of a loan receivable as a finder’s fee which is being accreted to income over the underlying loan term. During the nine months ended September 30, 2020 and 2019, the Company recognized $37,726 of the origination fees, which are carried at $155,003 and $92,127 as of September 30, 2020 and December 31, ~~2013~~2019, respectively. As of September 30, 2020, and December 31, 2019, the gross loan receivable balance is ~~$5. NOTE 4 - PROVISION FOR INCOME TAXES Realization~~$250,000.

The following is a summary of ~~deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences~~mortgages receivable as of September 30, 2020, and ~~carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain,~~December 31, 2019:

	September 30, 2020			December 31, 2019
Principal Amount Outstanding		907,500			907,500
Unamortized Issuance Costs		126,982			204,338
Unaccreted origination fees		(163,395	)		(228,284	)
Net Carrying Value	$	871,086		$	883,554

Third Parties

On May 2, 2018, the Company ~~recorded~~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:

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, 2019, 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 nine months ended September 30, 2020 and 2019, the Company amortized $4,580 and $4,580, respectively, of the discount and, as of September 30, 2020 and December 31, 2019, respectively, the loan is carried at $487,679 and $480,809, net of unamortized discount of $72,321 and $77,191.

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 September 30, 2020, no amounts have been advanced pursuant to the equipment financing note.

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 September 30, 2020, no amounts have been advanced pursuant to the line of credit.

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

The following is a ~~valuation allowance. As~~summary of loans receivable as of September 30, 2020, and December 31, 2013 the Company had a net operating loss carry-forward of approximately $5,335. Net operating loss carry-forward, expires twenty years from the date the loss was incurred. The Company is subject to United States federal and state income taxes at an approximate rate of 34%. 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, 2013 ----------------- Net loss before income taxes per financial statements $ 5,335 Income tax rate 34% Income tax recovery (1,814) Permanent differences -- Temporary differences -- Valuation allowance change 1,814 Provision for income taxes -- F-9 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements December 31, 2013 -------------------------------------------------------------------------------- NOTE 4 - PROVISION FOR INCOME TAXES- CONTINUED 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 financials reporting and tax purposes. The significant components of deferred income tax assets and liabilities at December 31, 2013 are as follows: December 31, 2013 ----------------- Net operating loss carryforward $ 1,814 Valuation allowance (1,814) 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. 2019:

	September 30, 2020			December 31, 2019
Principal Amount Outstanding	$	558,000		$	558,000
Unaccreted Discounts		(70,321	)		(77,191	)
Net Carrying Value	$	487,679		$	480,809

F-26

NOTE 5 - 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 nine months ended September 30, 2020, the Company accrued $90,000 of distributions. As of September 30, 2020, $190,000 of minimum distributions are owed to the 10% partner.

Litigation

The Company is not presently involved in any litigation.

Advisory Agreement

NOTE 6 -– GOING CONCERN

Future issuances of the ~~Company's~~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~~Company’s present revenues are insufficient to meet operating expenses. The financial ~~statement~~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 ~~incurred cumulative net losses~~an accumulated deficit of ~~$5,335 since its inception~~$4,635,125 as of September 30, 2020 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. ~~The obtainment of~~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. F-10 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements December 31, 2013 --------------------------------------------------------------------------------

NOTE 7 -– RELATED PARTY TRANSACTIONS Malcolm Hargrave, the sole officer and director of the Company, may in the future, become involved in other business opportunities as they become available, thus he may face a conflict in selecting between the Company and his other business opportunities.

Loans receivable

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

Management Fee

NOTE 8 ~~- NOTES PAYABLE - RELATED PARTY Since inception the Company received cash totaling $4,000 from Malcolm Hargrave~~– STOCKHOLDERS’ EQUITY

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 ~~a promissory note.~~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,

F-27

so that the number of shares covered by the Incentive Plan is equal to 15% of our issued and outstanding common stock. As of ~~December 31, 2013~~September 30, 2020, there are 1,375,000 shares available for issuance under the ~~amount due to Malcolm Hargrave was $4,000. This loan is at 4% interest with principle~~plan and ~~interest all due on December 31, 2015. As of December 31, 2013, accrued interest is $0. NOTE 9 - STOCK TRANSACTIONS~~ no options outstanding.

Temporary Equity

On ~~June 6, 2013, the Company issued a total of 50,000~~September 20, 2017, 166,667 shares of common stock were issued at a value of $15.00 per share to ~~Lesa Foster~~one company in exchange for ~~a toy patent~~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. During the nine months ended September 30, 2020, the investor exercised its right to require the Company to repurchase the shares for $2.5 million and $2.5 million was released from escrow and returned to the investor in exchange for the common stock.

On November 27, 2017, 16,667 shares of Series 2018 Convertible Preferred stock were issued at a ~~cash~~ value of ~~$0.0001~~$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 ~~total value~~discount against the preferred stock and is to be amortized as a deemed dividend through the 10-year redemption date. The balance of ~~$5 On June 21, 2013~~the preferred stock reflected in temporary equity as of September 30, 2020 and December 31, 2019, was $80,800 and $63,034, respectively, net of unamortized discounts of $169,779 and $187,544, respectively.

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.

Series A Convertible Preferred Stock

In November 2017, the Company’s board of directors designated 100,000 authorized shares of Series A Convertible Preferred Stock (“Series A”). Each share of Series A has a ~~total~~par value of ~~10,000,000~~$15.00 and have no voting or dividend rights. Upon liquidation, dissolution or winding up, the holders of Series A shares are entitled to be paid out of the assets of the Company, if any, ratably with the common stockholders. Each share of Series A is convertible within one year of issuance into two shares of common stock of the Company. At any time after 180 days of issuance, the Company has the right, but not the obligation, to ~~one director~~redeem all, but not less than all, of the outstanding Series A shares by paying cash, common stock, or a combination of both an amount equal to the par value of the Series A shares. On the one-year anniversary of issuance, the Company has an obligation to redeem the Series A shares for an amount equal to the par value of the Series A shares.

In 2018, the Company sold 1,000 shares of Series A Convertible Preferred Stock for cash inproceeds of $15,000.

Series 2020 Convertible Preferred Stock

In June 2020, the ~~amount~~Company designated 100,000 shares of ~~$0.0001~~Series 2020 Convertible Preferred Stock. The Series 2020 Convertible Preferred Stock has a par value of $10,000 per share, ranks senior to all of the securities issued by the Company, and provides the holder the right to convert each share into 1,125 shares of common stock. The holders of Series 2020 Convertible Preferred Stock have equal voting and dividend rights as common stockholders on an as-converted basis. The Series 2020 Convertible Preferred Stock has a liquidation preference of $10,000 per share and is redeemable by the Company at $10,000 per share.

As consideration for its acquisition of a ~~total of $1,000 On November 14, 2013,~~19% interest in Legacy, the Company issued ~~a total of 1,500,000~~3,382 shares of ~~common stock to DTH for cash in the amount of $0.000666 per share for a total of $1,000. As of December 31, 2013 the Company had 11,550,000~~Series 2020 Convertible Preferred Stock. The shares of common stock issued and outstanding. NOTE 10 - STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of December 31, 2013: Common stock, $0.0001 par value: 100,000,000 shares authorized; 11,550,000 shares issued and outstanding. Preferred stock, $0.0001 par value: 20,000,000 shares authorized; no shares issued and outstanding. NOTE 11 -SUBSEQUENT EVENTS On June 30, 2014, the Company received a $6,000 loan from Malcolm Hargrave. This loan is at 4% interest with principle and interest all due on June 30, 2016. On June 9, 2014 the Company issued a total of 25,000,000 shares of common stock to one director for cash in the amount of $0.0001 per share for a total of $2,500 On September 8, 2014, the Company received a $9,000 loan from Malcolm Hargrave. This loan is at 4% interest with principle and interest all due on September 8, 2016. F-11 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Balance Sheets -------------------------------------------------------------------------------- As of As of June 30, December 31, 2014 2013 -------- -------- (Unaudited) (Audited) CURRENT ASSETS Cash $ 8,537 $ 665 -------- -------- TOTAL CURRENT ASSETS 8,537 665 OTHER ASSETS Intangible Assets, net 5 5 -------- -------- TOTAL OTHER ASSETS 5 5 -------- -------- TOTAL ASSETS $ 8,542 $ 670 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ -- $ -- -------- -------- TOTAL CURRENT LIABILITIES -- -- LONG-TERM LIABILITIES Accrued Interest payable 40 -- Promissory Note payable 10,000 4,000 -------- -------- TOTAL LONG-TERM LIABILITIES 10,040 4,000 TOTAL LIABILITIES 10,040 4,000 STOCKHOLDERS' EQUITY Preferred Stock ($0.0001 par value, 20,000,000 shares authorized; zero shares issued and outstanding as of June 30, 2014 and December 31, 2013 -- -- Common stock, ($0.0001 par value, 100,000,000 shares authorized; 36,550,000 and 11,550,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013 3,655 1,155 Additional paid-in capital 850 850 Deficit accumulated during development stage (6,003) (5,335) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (1,498) (3,330) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 8,542 $ 670 ======== ======== The accompanying notes are an integral part of these financial statements F-12 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Statement of Operations (Unaudited) -------------------------------------------------------------------------------- February 22, 2013 Six Months (inception) Ended through June 30, December 31, 2014 2013 ---------- ---------- REVENUES Revenues $ -- $ -- ----------- ----------- TOTAL REVENUES -- -- GENERAL & ADMINISTRATIVE EXPENSES Administrative expenses 628 5,963 Professional fees -- -- Amortization Expense -- -- ----------- ----------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES 628 5,963 ----------- ----------- LOSS FROM OPERATION (628) (5,963) ----------- ----------- OTHER EXPENSE Interest expense 40 40 ----------- ----------- TOTAL OTHER EXPENSES 40 40 ----------- ----------- NET INCOME (LOSS) $ (668) $ (6,003) =========== =========== BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 14,450,552 =========== The accompanying notes are an integral part of these financial statements F-13 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Statement of changes in Shareholders' Equity (Deficit) From February 22, 2013 (Inception) through June 30, 2014 -------------------------------------------------------------------------------- Deficit Accumulated Common Stock Additional During --------------------- Paid-in Development Shares Amount Capital Stage Total ------ ------ ------- ----- ----- Balance, February 22, 2013 (Inception) -- $ -- $ -- $ -- $ -- Common stock issued, June 6, 2013 at $0.0001 per share in exchange for patent 50,000 5 -- -- 5 Common stock issued, June 21, 2013 at $0.0001 per share 10,000,000 1,000 -- -- 1,000 Common stock issued, November 14, 2013 at $0.000666 per share 1,500,000 150 850 -- 1,000 Loss for the period beginning February 22, 2013 (inception) to December 31, 2013 (5,335) (5,335) ---------- ------- ------- -------- -------- BALANCE, DECEMBER 31, 2013 11,550,000 1,155 850 (5,335) (3,330) ========== ======= ======= ======== ======== Common stock issued, June 9, 2014 at $0.0001 per share 25,000,000 2,500 -- -- 2,500 Loss for the period ending June 30, 2014 (668) (668) ---------- ------- ------- -------- -------- BALANCE, JUNE 30, 2014 (UNAUDITED) 36,550,000 $ 3,655 $ 850 $ (6,003) $ (1,498) ========== ======= ======= ======== ======== The accompanying notes are an integral part of these financial statements F-14 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Statement of Cash Flows (Unaudited) -------------------------------------------------------------------------------- February 22, 2013 Six Months (inception) Ended through June 30, June 30, 2014 2014 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (668) $ (6,003) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization expense Changes in operating assets and liabilities: Increase (Decrease) in accounts payable and accrued liabilities 40 40 Increase in accrued interest -- -- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (628) (5,963) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Intangible Assets -- (5) -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- (5) CASH FLOWS FROM FINANCING ACTIVITIES Decrease in advance from officer -- -- Increase in notes payable - related party 6,000 10,000 Issuance of common stock 2,500 4,505 -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 8,500 14,505 -------- -------- NET INCREASE (DECREASE) IN CASH 7,872 8,537 CASH AT BEGINNING OF PERIOD 665 -- -------- -------- CASH AT END OF PERIOD $ 8,537 $ 8,537 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during period for: Interest $ -- $ -- ======== ======== Income Taxes $ -- $ -- ======== ======== The accompanying notes are an integral part of these financial statements F-15 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements June 30, 2014 (Unaudited) -------------------------------------------------------------------------------- NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS GoGo Baby, Inc. (the "Company") was incorporated on February 22, 2013 under the laws of the State of Delaware to enter into the toy industry. The GoGo Baby invention of a wireless car seat toy system was created with the objective to provide a car seat toy system that the driver can activate from the steering wheel. It is Gogo Baby's first objective to sell the patent to a major company or secondly have the toy manufactured, set up an online store and market the product The Company's activities to date have been limited to organization and capital. The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations. The Company's fiscal year end is December 31. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING BASIS The statements were prepared following generally accepted accounting principles of the United States of America consistently applied. USE OF ESTIMATES Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. CASH AND CASH EQUIVALENTS Cash equivalents include short-term, highly liquid investments with maturities of three months or lessrecorded at the ~~time of acquisition. PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Equipment and fixtures are being depreciated using the straight-line method over the~~ estimated asset lives, 5 year. F-16 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements June 30, 2014 (Unaudited) -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INTANGIBLE ASSETS INITIAL MEASUREMENT Intangible asset acquisitions in which the consideration given is cash are measured by the amount of cash paid, which generally includes the transaction costs of the asset acquisition. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on either the cost which shall be measured based on the fair value of the ~~consideration given or~~preferred stock.

Capital Contributions

During the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. SUBSEQUENT MEASUREMENT The company accounts for its intangible assets under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Subtopic ("ASC") 350-30-35 "Intangibles--Goodwill and Other--General Intangibles Other than Goodwill-Subsequent Measurement". Under this methodnine months ended September 30, 2020, Omega Commercial Finance Corp made a cash contribution to the company ~~is required to test an indefinite-lived intangible asset for impairment on at least an annual basis.~~of $425,000. This ~~is done by comparing the asset's fair value with its carrying amount. If the carrying amount exceeds the asset's fair value, the difference~~was classified as capital contribution and recorded in those amounts is recognized as an impairment loss. 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 amountsadditional paid-in capital.

Common Stock Warrants

As 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. F-17 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements JuneSeptember 30, 2014 (Unaudited) -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) FINANCIAL INSTRUMENTS Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: * Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. * Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. * Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. 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. In addition, FASB ASC 825-10-25 "Fair Value Option" was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. NET LOSS PER SHARE Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. F-18 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements June 30, 2014 (Unaudited) -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. In May 2011, FASB issued Accounting Standards Update ("ASU") No. 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS" ("ASU No. 2011-04"). ASU No. 2011-04 provides guidance which is expected to result in common fair value measurement and disclosure requirements between U.S. GAAP and IFRS. It changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. It is not intended for this update to result in a change in the application of the requirements in Topic 820. The amendments in ASU No. 2011-04 are to be applied prospectively. ASU No. 2011-04 is effective for public companies for interim and annual periods beginning after December 15, 2011. Early application is not permitted. This update is not expected to have a material impact on the Company's financial statements. In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income" ("ASU No. 2011-05"). In ASU No. 2011-05, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments in ASU No. 2011-05 do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. They also do not change the presentation of related tax effects, before related tax effects, or the portrayal or calculation of earnings per share. The amendments in ASU No. 2011-05 should be applied retrospectively. The amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. This update is not expected to have a material impact on the Company's financial statements. F-19 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements June 30, 2014 (Unaudited) -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In September 2011, the FASB issued ASU No. 2011-08, "Intangibles -- Goodwill and Other (Topic 350)" ("ASU No. 2011-08"). In ASU No. 2011-08, an entity is permitted to make a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. The ASU's objective is to simplify how an entity tests goodwill for impairment. The amendments in ASU No. 2011-08 are effective for annual and interim goodwill and impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued. The Company is evaluating the requirements of ASU No. 2011-08 and has not yet determined whether a revised approach to evaluation of goodwill impairment will be used in future assessments. The Company does not expect the adoption of ASU No. 2011-08 to have a material impact on its financial statements. Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that2020, there are ~~any other new accounting pronouncements that have been issued that might have a material impact~~warrants outstanding to purchase 520,000 shares for an exercise price of $15.00 over five years, of which warrants to acquire 350,000 shares expire on ~~its financial position or results of operations. NOTE 3 - INTANGIBLE ASSETS The Company capitalized as intangible assets the purchase cost of the rights~~September 19, 2022 and warrants to ~~a certain creation acquired from Lesa Foster in exchange for 50,000 common~~acquire 170,000 shares of GoGo Baby, Inc. valued at $0.0001 per share for a total value of $5. on June 6, 2013. The value of the patent on June 30, 2014 is $5. 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 June 30, 2014 the Company had a net operating loss carry-forward of approximately $6,003. Net operating loss carry-forward, expires twenty years from the date the loss was incurred. F-20 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements June 30, 2014 (Unaudited) -------------------------------------------------------------------------------- NOTE 4 - PROVISION FOR INCOME TAXES (CONTINUED) The Company is subject to United States federal and state income taxes at an approximate rate of 34%. 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: June 30, December 31, 2014 2013 -------- -------- Net loss before income taxes per financial statements $ 6,003 $ 5,335 Income tax rate 34% 34% Income tax recovery (2,041) (1,814) Permanent differences -- -- Temporary differences -- -- Valuation allowance change 2,041 1,814 Provision for income taxes -- -- 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 financials reporting and tax purposes. The significant components of deferred income tax assets and liabilities at June 30, 2014 are as follows: June 30, December 31, 2014 2013 -------- -------- Net operating loss carryforward $ 2,041 $ 1,814 Valuation allowance (2,041) (1,814) Net deferred income tax asset -- -- F-21 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements June 30, 2014 (Unaudited) -------------------------------------------------------------------------------- NOTE 4 - PROVISION FOR INCOME TAXES CONTINUED 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. 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 incurred cumulative net losses of $6,003 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. The obtainment of 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 7 - RELATED PARTY TRANSACTIONS Malcolm Hargrave, the sole officer and director of the Company, may in the future, become involved in other business opportunities as they become available, thus he may face a conflict in selecting between the Company and his other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. F-22 <PAGE> GoGo Baby, Inc. (A Development Stage Company) Notes to Financial Statements June 30, 2014 (Unaudited) -------------------------------------------------------------------------------- NOTE 8 - NOTES PAYABLE - RELATED PARTY Since inception the Company received cash totaling $10,000 from Malcolm Hargrave in the form of a promissory note. As of June 30, 2014 the amount due to Malcolm Hargrave was $10,000 On December 31, 2013, the Company received a $4,000 loan. This loan is at 4% interest with principle and interest all dueexpire on December 31, 2015. On June 30, 2014, the Company received a $6,000 loan. This loan is at 4% interest with principle and interest all due on June 30, 2016. As of June 30, 2014, accrued interest is $40. NOTE 9 - STOCK TRANSACTIONS On June 6, 2013, the Company issued a total of 50,000 shares of common stock to Lesa Foster in exchange for a toy patent for a cash value of $0.0001 per share for a total value of $5. On June 21, 2013 the Company issued a total of 10,000,000 shares of common stock to one director for cash in the amount of $0.0001 per share for a total of $1,000. On November 14, 2013, the Company issued a total of 1,500,000 shares of common stock to DTH for cash in the amount of $0.000666 per share for a total of $1,000. On June 9, 2014 the Company issued a total of 25,000,000 shares of common stock to one director for cash in the amount of $0.0001 per share for a total of $2,500. As of June 30, 2014 the Company had 36,550,000 shares of common stock issued and outstanding. NOTE 10 - STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of June 30, 2014: 2022.

F-28

ALPHA INVESTMENT INC.

Common stock, $0.0001 par value: 100,000,000 shares authorized; 36,550,000 shares issued and outstanding. Preferred stock, $0.0001 par value: 20,000,000 shares authorized; no shares issued and outstanding. NOTE 11 - SUBSEQUENT EVENTS On September 8, 2014, the Company received a $9,000 loan from Malcolm Hargrave. This loan is at 4% interest with principle and interest all due on September 8, 2016. F-23 <PAGE> Stock

PROSPECTUS

Boustead Securities

, 2020

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND ~~DISTRIBUTION. The following is an itemized statement of~~DISTRIBUTION

Registration Fees	$	1,363.75
Nasdaq Listing Fees	$
Transfer Agent Fees	$	*
Accounting Fees and Expenses	$	*
Legal Fees and Expenses	$	*
Miscellaneous Fees and Expenses	$	*
Total	$	*

* To be filed by amendment

All amounts are estimates other than the estimated amounts of all expenses in connection with the Distribution of the securities which are the subject of this Registration Statement. Securities and Exchange Commission Registration Fee $ 1 Accounting and Audit Fees $5,350 ------ TOTAL $5,351 ====== DTH International Corporation has agreed to pay all costs, except for Audit, incurred in connection with the distribution of the shares which are the subject of this Registration Statement. These are estimated as follows: Legal $6,000 Printing 500 Transfer agent and certificate printing 1,000 Postage 200 Accounting 2,000 ------ TOTAL $9,700 ====== SEC’s registration fee.

ITEM 14. INDEMNIFICATION OF ~~DIRECTOR~~DIRECTORS AND ~~OFFICERS.~~OFFICERS

Our Certificate of Incorporation provides for indemnification of our officers and directors to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”)

Section 145 of the DGCL provides that the Company may indemnify any officer or director who was made a party to a suit because of his or her position, including derivative suits, if he was acting in good faith and in a manner he or she reasonably believed was in the best interest of the Company, except, in certain circumstances, for negligence or misconduct in the performance of his or her duty to the Company. If the director or officer is successful in his or her suit, he or she is entitled to indemnification for expenses, including attorneys' fees. Article Seventh of the Company's Certificate of Incorporation provides for indemnification of the Company's officers and directors to the fullest extent permitted by law. Indemnification agreements have been entered into with all officers and directors of the Company.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. On November 14, 2013 GoGo Baby sold 1,500,000 shares of its common stock to DTH International Corporation for $1,000. On March 25, 2013 The Company purchased a provisional patent from Lesa M. Foster for 50,000 shares ofSECURITIES

During the ~~common stock of~~past two years, we effected the Company. On May 20, 2013, GoGo Baby sold 10,000,000 shares of common stock to Malcolm Hargrave, the Company's president, for a total of $1,000. On June 9, 2014 the Company sold 25,000,000 shares of its common stock to Mr. Hargave for $2,500following transactions in ~~cash. The above sales were exempt~~reliance upon exemptions from registration under the Securities Act, as amended:

(a)

On January 2, 2018, the Company sold 1,000 shares of Series A Convertible Preferred Stock for, $15,000 or $15.00 per share to a single investor in a private transaction.

(b)

On January 31, 2019, the Company issued 3,000,000 shares of its common stock to the owner of DMT Developers LLC in exchange for 100% of the membership interest of DMT Developers LLC. The acquisition and the share issuance were rescinded on June 7, 2019.

(c)

On August 28, 2019, the Company sold 250,000 shares of its common stock to a single investor for $250,000 or $1.00 per share.

(d)

On June 30, 2020, the Company issued 3,382 shares of its Series 2020 Preferred Stock to a single investor in exchange for a 19% limited liability company membership interest in Legacy Sand Group, LLC.

All of ~~1933,~~the foregoing securities were issued in accordance with the exemption from registration afforded by Section 4(a) (2) of and Regulation D or Rule 701 promulgated under the Securities Act, as amended, as the persons receiving such shares having provided the Company with appropriate representations as to their investment intent and their status as “accredited investors” as defined in ~~reliance on Section 4(2) for sales not involving a public offering. II-1 <PAGE>~~ Rule 501(a) of Regulation D promulgated under the Securities Act.

II-1

ITEM 16. EXHIBITS. The following is a list of exhibits filed as part of the Registration Statement: 3.(i) Certificate of Incorporation 3.(ii) Bylaws 5.1 Legal Opinion and Consent of Karen Batcher, Esq 10.1 Patent Sales Agreement 23.1 Consent of PLS, CPA EXHIBITS

Exhibit Number	Description

1.1	Form of Underwriting Agreement with Boustead Securities, LLC⁽⁴⁾
3.1	Certificate of Incorporation, as amended⁽¹⁾
3.2	Certificate of Designation of Series A Convertible Preferred Stock⁽²⁾
3.3	Certificate of Designation of Series 2018 Convertible Preferred Stock⁽²⁾
3.4	Certificate of Designation of Series 2020 Convertible Preferred Stock⁽⁸⁾
3.5	By-Laws⁽¹⁾
5.1	Opinion of Gutiérrez Bergman Boulris, PLLC⁽⁴⁾
10.1	2017 Incentive Stock Plan^{(5) *}
10.2	Subscription Agreement with Dr. Assia Benhacene⁽⁶⁾
10.3	Subscription Agreement with Hoosier Real Estate Investors, LLC⁽⁷⁾
10.4	Loan Agreement with Partners South Holdings, LLC⁽⁵⁾
10.5	Loan Agreement with Partners South Properties Corporation⁽⁵⁾

10.6	Code of Ethics⁽⁵⁾
10.7	Subscription Agreement with Inn Properties, LLC⁽⁵⁾
10.8	Corporate Governance Management Agreement with Omega Commercial Finance Corporation⁽⁵⁾
10.9	Purchase Agreement with Parsons Energy Group LLC⁽⁸⁾
10.10	First Amendment to Purchase Agreement with Parsons Energy Group LLC⁽⁸⁾
23.1	Consent of Assurance Dimensions⁽³⁾
23.2	Consent of Soles, Heyn & Company, LLP⁽³⁾
23.2	Consent of Gutiérrez Bergman Boulris, PLLC (Included in Exhibit 5.1) ⁽⁴⁾
23.3	Consent of Director Nominee Richard Bennion⁽⁴⁾
23.4	Consent of Director Nominee Mark Feanny, M.D.⁽⁴⁾
23.5	Consent of Director Nominee James William Proctor⁽⁴⁾
24	Power of Attorney (included in signature page to this registration statement)

⁽¹⁾

Filed as exhibit to registrant’s Registration Statement on Form S-1 (File No. 333-198772) and incorporated herein by reference, as amended by an amendment thereto, filed as an exhibit to registrant’s Current Report on Form 8-K dated April 19, 2017 and incorporated herein by reference.

⁽²⁾

Previously filed.

⁽³⁾

Filed herewith.

⁽⁴⁾

To be filed by amendment.

⁽⁵⁾

Filed as an exhibit to the registrant’s Registration Statement on Form S-1 (File No. 333-221183) and incorporated herein by reference.

⁽⁶⁾

Filed as an exhibit to the registrant’s Current Report on Form 8-K dated September 5, 2017 and incorporated herein by reference.

⁽⁷⁾

Filed as an exhibit to the registrant’s Current Report on Form 8-K dated September 25, 2017 and incorporated herein by reference.

⁽⁸⁾ Filed as an exhibit to the registrant’s Current Report on Form 8-K dated July 22, 2020 and incorporated herein by reference.

^* Management compensation plan or arrangement.

II-2

ITEM 17. ~~UNDERTAKINGS. GoGo Baby, Inc. will: (1) File,~~UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which it offers or ~~sells securities,~~sales are being made, a ~~post effective~~post-effective amendment to this registration ~~statement to: (i) Include~~statement;

(a) to include any prospectus required by Section 10(a)(3) of the Securities ~~Act; (ii) Reflect~~Act of 1933;

(b) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration ~~statement. Notwithstanding~~statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of ~~Prospectus~~prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a ~~20 percent~~20% change in the maximum aggregate offering price set forth in the ~~"Calculation~~“Calculation of Registration ~~Fee"~~Fee” table in the effective registration ~~statement;~~statement.; and ~~(iii) Include~~

(c) to include any ~~additional or changed~~ material information onwith respect to the plan of ~~distribution. (2) For~~distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act, ~~treat~~ each such post-effective amendment asshall be deemed to be a new registration statement ofrelating to the securities offered herein, and the offering of ~~the~~such securities at that time shall be deemed to be the initial bona fide ~~offering. (3) File~~offering thereof.

3. To remove from registration by means of a post-effective amendment ~~to remove from registration~~ any of the securities ~~that~~being registered hereby which remain unsold at the ~~end~~termination of the ~~offering. (4)~~Offering.

4. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any ~~purchaser: (i)~~purchaser in the initial distribution of the securities:, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant ~~is subject~~will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the Offering required to be filed pursuant to Rule ~~430C, each~~424 (§230.424 of this chapter);

(b) Any free writing prospectus relating to the Offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c) The portion of any other free writing prospectus relating to the Offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(d) Any other communication that is an offer in the Offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

II-3

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B of the Securities Act or other than prospectuses filed in reliance on Rule 430A of the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after ~~effectiveness. Provided,~~effectiveness, provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (5) For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned II-2 <PAGE> Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (a) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and, (d) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. Insofar as indemnification for liabilities, arising under the Securities Act of 1933 may be permitted to Directors, Officers, or persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and therefore unenforceable.

II-4

SIGNATURES

In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company in the successful defense of any action, suite or proceeding) is asserted by such director, officer, or controlling person in connectionaccordance with the securities being registered, the Company will, unless, in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question as to whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 <PAGE> SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the ~~Registrant~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and ~~has duly caused~~authorized this Registration Statement to be signed on its behalf by the undersigned, ~~thereunto duly authorized,~~in Columbus Ohio on November 30, 2020.

	ALPHA INVESTMENT INC.

	By:	/s/ Todd C. Buxton
		Todd C. Buxton, Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd C. Buxton as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for each of them and in each name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as each might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following person in the ~~City of San Diego, State of California,~~capacities and on the 16th day of September, 2014. GoGo Baby, Inc. By: MALCOLM HARGRAVE /s/ Malcolm Hargrave ------------------------------ MALCOLM HARGRAVE President and Director Chief Executive Officer /s/ Malcolm Hargrave ------------------------------- MALCOLM HARGRAVE Principal Financial Officer Principal Accounting Officer /s/ Malcolm Hargrave ------------------------------- MALCOLM HARGRAVE Director and Secretary II-4

dates stated.

Signatures		Title(s)	Date

	/s/ Todd C. Buxton	Chief Executive Officer, Vice Chairman and Director	November 30, 2020
	Todd C. Buxton	(Principal Executive, Financial and Accounting Officer)

	Page

Prospectus Summary	5
Summary Financial Information	9
Risk Factors	10
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	28
Management	30
Executive Compensation	34
Principal Stockholders	36
Certain Relationships and Related Transactions	36
Description of Capital Stock	37
Shares Eligible for Future Sale	38
Underwriting	38
Legal Matters	41
Experts	41
Available Information	41
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	41
Index to Financial Statements	43

Consolidated Balance Sheet Data:	September 30, 2020		September 30, 2019
Cash	$	47,056	$	12,127
Restricted Cash	$	--	$	2,509,186
Loan receivable and accrued interest receivable, net of discounts	$	1,456,952	$	1,391,229
Investment in Legacy Sand Group, LLC	$	33,323,000	$	--
Total assets	$	34,827,359	$	4,022,479
Accounts payable and accrued liabilities	$	339.872	$	70,904
Total liabilities	$	360,672	$	104,398
Temporary equity	$	380.800	$	2,857,112
Shareholders' equity	$	34,085,887	$	1,110,969

Consolidated Balance Sheet Data:	December 31, 2019		December 31, 2018
Cash	$	91,693	$	11,286
Restricted cash	$	2,509,186	$	2,500,099
Loans Receivable – related parties, net of discounts	$	883,554	$	925,178
Loans Receivable, net of discounts	$	480,809	$	173,449
Total assets	$	4,030,455	$	3,630,680
Current liabilities	$	137,320	$	70,904
Total liabilities	$	137,320	$	70,904
Temporary equity	$	2,863,034	$	2,839,346
Stockholders' equity	$	1,030,101	$	720,430