UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2019

 

OR

 

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

 

For the transition period from ______ to ______.

 

Commission File Number: 001-34858

 

 

ALTERNATIVE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________________________

 

Nevada   98-0568076
(State or other jurisdiction of incorporation or organization)   (IRS Employee Identification No.)
     

150 East 52 nd  Street, Suite 1102

New York, NY

  10022
(Address of principal executive offices)   (Zip Code)

 

(917) 480-1169

 (Registrant’s telephone number, including area code)

_____________________________________________________

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes   x   No   o

 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x   No   o

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes   x   No   o

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
     

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Shares Outstanding as of August 13, 2019
Common Stock, $0.001 Par Value Per Share   431,991

 

 

 

 

 

ALTERNATIVE INVESTMENT CORPORATION

FORM 10-Q

JUNE 30, 2019

INDEX

 

 

PART I – FINANCIAL INFORMATION Page
     
Item 1.      Financial Statements F-1
Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations      3
Item 3       Quantitative and Qualitative Disclosures About Market Risk      5
Item 4.      Controls and Procedures      6
     
PART II – OTHER INFORMATION  
     
Item 1.       Legal Proceedings      6
Item 1.A.   Risk Factors      6
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds      6
Item 3.       Defaults Upon Senior Securities      6
Item 4.       Mine Safety Disclosures      7
Item 5.       Other Information      7
Item 6.       Exhibits      7
     
SIGNATURE        7

 

 

 

 

 

 

 

2  

 

 

 

Item 1.  Financial Statements

 

ALTERNATIVE INVESTMENT CORPORATION

Condensed Balance Sheets

 

    June 30, 2019     September 30, 2018  
    (Unaudited)          
ASSETS                
Current assets:                
Cash and cash equivalents   $ —       $ 5,620  
Miscellaneous receivable other, net     366       366  
Prepaid expenses     12,333       654  
Total current assets     12,699       6,640  
Total assets   $ 12,699     $ 6,640  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT                
Current liabilities:                
Accounts payable   $ 159,452     $ 195,668  
Accrued expense     7,265       11,472  
Notes payable, short-term     327,423       76,000  
Notes payable, short-term - related party     86,000       86,000  
Accrued interest     47,590       19,743  
Amount due to shareholder - related party     231,973       231,973  
Total current liabilities     859,703       620,856  
Total liabilities     859,703       620,856  
                 
Stockholders' deficit:                
Common stock, $.001 par value, 1,600,000,000 shares authorized, 432,192 and 431,991 shares issued and outstanding as of June 30, 2019 and September 30, 2018, respectively     432       432  
Additional paid-in capital     1,218,750       1,213,497  
Treasury stock, at cost     (80 )     (80 )
Accumulated deficit     (2,066,106 )     (1,828,065 )
Total stockholders' deficit     (847,004 )     (614,216 )
Total liabilities and stockholders' deficit   $ 12,699       6,640  

 

The accompanying notes are an integral part of the condensed financial statements.

 

 

 

F- 1

 

 

  

ALTERNATIVE INVESTMENT CORPORATION

Condensed Statements of Operations

(Unaudited)

 

   

For the three months ended

June 30,

   

The nine months ended

June 30,

 
    2019     2018     2019     2018  
                         
Revenue   $ —       $ —       $ —       $ —    
Cost of revenue     —         —         —         —    
                                 
Gross profit     —         —         —         —    
                                 
Operating expenses                                
General and administrative expenses     77,665       186,427       188,256       308,209  
Professional fees     5,500       8,288       25,500       38,138  
Total operating expenses     83,165       194,715       213,756       346,347  
                                 
Loss from operations     (83,165 )     (194,715 )     (213,756 )     (346,347 )
                                 
Other income (expense):                                
Interest income     3,887       2,889       8,839       12,642  
Interest expense     (20,256 )     (4,531 )     (33,124 )     (15,413 )
Other miscellaneous income                     —         —    
Loss from uncollectability     —         (15,504 )     —         (15,504 )
Total other income (expense)     (16,369 )     (17,146 )     (24,285 )     (18,275 )
                                 
Loss before income taxes   $ (99,534 )   $ (211,861 )   $ (238,041 )   $ (364,622 )
Provision for income taxes     —         —         —         —    
Net loss   $ (99,534 )   $ (211,861 )   $ (238,041 )   $ (364,622 )
                                 
Net loss per share - basic and diluted   $ (0.23 )   $ (1.23 )   $ (0.55 )   $ (2.11 )
                                 
Weighted average number of shares outstanding - Basic and Diluted     431,991       172,857       431,991       172,857  

 

 

The accompanying notes are an integral part of the condensed financial statements.

 

 

F- 2

 

 

 

  

ALTERNATIVE INVESTMENT CORPORATION

Condensed Statements of Cash Flows

(Unaudited)

 

   

The nine months ended

June 30,

 
    2019     2018  
Cash flows from operating activities                
Net loss   $ (238,041 )   $ (364,622 )
Adjustments to reconcile net loss to net cash used in operations:                
Stock based compensation     —         33,150  
Loss due to uncollectability     —         15,504  
Changes in operating assets and liabilities:                
Imputed interest on amounts due to shareholder     —         6,379  
Interest receivable     —         21,176  
Accounts payable     94,123       181,384  
Miscellaneous receivable     —         (14,012 )
Interest payable     33,100       9,034  
Accrued expenses     (4,207 )     16,682  
Prepaids and deposits     (11,679 )     158  
Net cash used in operating activities     (126,704 )     (95,167 )
                 
Cash flows from investing activities:                
Repayment of commercial paper investment     —         100,000  
Net cash provided by investing activities     —         100,000  
                 
Cash flows from financing activities:                
Proceeds from issuance of notes payable     121,084       18,000  
Repayments on notes payable     —         (27,000 )
Net cash provided by (used in) financing activities     121,084       (9,000 )
                 
Net (decrease) in cash     (5,620 )     (4,167 )
Cash and cash equivalents at beginning of period     5,620       10,396  
Cash and cash equivalents at end of period   $ —       $ 6,229  
                 
Supplemental disclosure of cash flow information:                
Cash paid for taxes   $ —       $ —    
Cash paid for interest   $ —       $ —    
Imputed interest classified as additional paid in capital   $ —       $ —    
Debt converted for stock to be issued   $ —       $ 155,000  
Related party forgiveness of debt classified as additional paid in capital   $ —       $ 61,017  
Interest reclassed to Additional Paid in Capital - imputed interest   $ 5,253     $ —    
Stock issuable awarded as stock-based compensation   $ —       $ 22,100  

 

The accompanying notes are an integral part of the condensed financial statements.

 

 

 

F- 3  

 

 

 

ALTERNATIVE INVESTMENT CORPORATION

Condensed Statements of Stockholders' Equity (Deficit)

For the Nine Months Ended June 30, 2018 by Quarter

(Unaudited)

 

    Common stock     Paid-in     Common                 Total  
                capital     stock     Treasury     Accumulated     stockholders'  
    Shares     Amount     (deficiency)     issuable     stock     deficit     deficit  
Balance, September 30, 2017     173,058     $ 173     $ 472,086     $ 574,975     $ (80 )   $ (1,375,300 )   $ (328,146 )
                                                         
Net loss for the three months ended December 31, 2017     —         —         —         —         —         (77,834 )     (77,834 )
                                                         
Balance, December 31, 2017     173,058     $ 173     $ 472,086     $ 574,975     $ (80 )   $ (1,453,134 )   $ (405,980 )
                                                         
Interest on Related Party Note Payable - imputed interest     —         —         13,956       —         —         —         13,956  
                                                         
Net loss for the three months ended March 31, 2018     —         —         —         —         —         (74,927 )     (74,927 )
                                                         
Balance, March 31, 2018     173,058     $ 173     $ 486,042     $ 574,975     $ (80 )   $ (1,528,061 )   $ (466,951 )
                                                         
Related party debt forgiveness - doubtful collection     —         —         (61,017 )     —         —         —         (61,017 )
                                                         
Interest on Related Party Note Payable - imputed interest     —         —         1,728       —         —         —         1,728  
                                                         
Stock-based compensation     —         —         (22,100 )     55,250       —         —         33,150  
                                                         
Common stock issuable     —         —         —         155,000       —         —         155,000  
                                                         
Net loss for the three months ended June 30, 2018     —         —         —         —         —         (211,861 )     (211,861 )
                                                         
Balance, June 30, 2018     173,058     $ 173     $ 404,653     $ 785,225     $ (80 )   $ (1,739,922 )   $ (549,951 )

 

ALTERNATIVE INVESTMENT CORPORATION

Condensed Statements of Stockholders' Equity (Deficit)

For the Nine Months Ended June 30, 2018

 

    Common stock     Paid-in     Common                 Total  
                capital     stock     Treasury     Accumulated     stockholders'  
    Shares     Amount     (deficiency)     issuable     stock     deficit     deficit  
Balance, September 30, 2017     173,058     $ 173     $ 472,086     $ 574,975     $ (80 )   $ (1,375,300 )   $ (328,146 )
                                                         
Related party debt forgiveness - doubtful collection     —         —         (61,017 )     —         —         —         (61,017 )
                                                         
Interest on Related Party Note Payable - imputed interest     —         —         15,684       —         —         —         15,684  
                                                         
Stock-based compensation     —         —         (22,100 )     55,250       —         —         33,150  
                                                         
Common stock issuable     —         —         —         155,000       —         —         155,000  
                                                         
Net loss for the three months ended June 30, 2018     —         —         —         —         —         (364,622 )     (364,622 )
                                                         
Balance, June 30, 2018     173,058     $ 173     $ 404,653     $ 785,225     $ (80 )   $ (1,739,922 )   $ (549,951 )

 

F- 4  

 

 

 

   

ALTERNATIVE INVESTMENT CORPORATION

Condensed Statements of Stockholders' Equity (Deficit)

For the Nine Months Ended June 30, 2019 by Quarter

(Unaudited)

 

    Common stock     Paid-in     Common                 Total  
                capital     stock     Treasury     Accumulated     stockholders'  
    Shares     Amount     (deficiency)     issuable     stock     deficit     deficit  
Balance, September 30, 2018     432,192     $ 432     $ 1,213,497     $ —       $ (80 )   $ (1,828,065 )   $ (614,216 )
              —         —                         —       $ —    
Interest on Related Party Note Payable - imputed interest     —         —         1,754       —         —         —         1,754  
                                                         
Net loss for the year ended December 31, 2018     —         —         —         —         —         (60,647 )     (60,647 )
                                                         
Balance, December 31, 2018     432,192     $ 432     $ 1,215,251     $ —       $ (80 )   $ (1,888,712 )   $ (673,109 )
                                                         
Interest on Related Party Note Payable - imputed interest     —         —         1,740       —         —         —         1,740  
                                                         
Net loss for the three months ended March 31, 2019     —         —         —         —         —         (77,860 )     (77,860 )
                                                         
Balance, March 31, 2019     432,192     $ 432     $ 1,216,991     $ —       $ (80 )   $ (1,966,572 )   $ (749,229 )
                                                         
Interest on Related Party Note Payable - imputed interest     —         —         1,759       —         —         —         1,759  
                                                         
Net loss for the three months ended June 30, 2019     —         —         —         —         —         (99,534 )     (99,534 )
                                                         
Balance, June 30, 2019     432,192     $ 432     $ 1,218,750     $ —       $ (80 )   $ (2,066,106 )   $ (847,004 )

 

ALTERNATIVE INVESTMENT CORPORATION

Condensed Statements of Stockholders' Equity (Deficit)

For the Nine Months ended June 30, 2019

(Unaudited)

 

    Common stock     Paid-in     Common                 Total  
                capital     stock     Treasury     Accumulated     stockholders'  
    Shares     Amount     (deficiency)     issuable     stock     deficit     deficit  
Balance, September 30, 2018     432,192     $ 432     $ 1,213,497     $ —       $ (80 )   $ (1,828,065 )   $ (614,216 )
                                                         
Interest on Related Party Note Payable - imputed interest     —         —         5,253       —         —         —         5,253  
                                                         
Net loss for the nine months ended June 30, 2019     —         —         —         —         —         (238,041 )     (238,041 )
                                                         
Balance, June 30, 2019     432,192     $ 432     $ 1,218,750     $ —       $ (80 )   $ (2,066,106 )   $ (847,004 )

 

The accompanying notes are an integral part of the condensed financial statements.

 

 

 

F- 5  

 

 

 

ALTERNATIVE INVESTMENT CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

NOTE 1 – NATURE OF BUSINESS, PRESENTATION AND GOING CONCERN

 

The unaudited condensed financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the September 30, 2018 Form 10-K filed with the SEC, including the audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts is in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

 

These unaudited condensed financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

 

Organization

 

Alternative Investment Corporation (the "Company") was incorporated in Nevada on March 26, 2007 under the name of China Digital Ventures Corporation. The principal business of the Company was its web-based telecom and IPTV businesses, both of which were disposed of during the year ended September 30, 2010. As of the date hereof, the Company has no operations.

 

On September 18, 2015, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change its name to Alternative Investment Corporation.

 

The Company is focused on new investment opportunities which lie in the real estate sector with primary focus on distressed real estate assets and/or alternative real estate developments as well as other technologies in the biotech sector.

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC.

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission (“SEC”).

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $238,041 and $452,765 for the nine months ended June 30, 2019 and year ended September 30, 2018, respectively. At June 30, 2019, the Company had an accumulated deficit of $2,066,106 and stockholders’ deficit of $847,004. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.  The ability of the Company to continue as a going concern is dependent upon its ability to develop and sustain a viable business model capable of generating sufficient revenues to support ongoing operations and overhead and to continue to raise investment capital through the sale of Company stock. No assurance can be given that the Company will be successful in these efforts.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.  No assurance can be given that the Company will be successful in these efforts.

 

F- 6  

 

 

 

ALTERNATIVE INVESTMENT CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Significant estimates in the accompanying financial statements include the valuation of share-based payments and the valuation allowance on deferred tax assets.

 

Fair Value of Financial Instruments

 

In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 825 "Financial Instruments" codified Statement of Financial Accounting Standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments, none of which are held for trading purposes, approximate the carrying values of such amounts. The Company did not have any financial instruments at June 30, 2019 and September 30, 2018.

 

Accounts payable

 

The Company accounts for expenses on the accrual basis of accounting under US GAAP (Generally Accepted Accounting Principles) where expenses are recorded when incurred.  Invoices for expense are recorded in the period in which they are incurred and reflected in accounts payable on the balance sheet of the Company.  Often expenses should be accounted for prior to an invoice being received. These amounts are reflected in accrued expense in the Company’s financial statements.  As of June 30, 2019 and September 30, 2018, the Company has accrued payables of $159,452 and $195,668, respectively.

 

Earnings (Loss) Per Share

 

The Company computes income (loss) per share in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) ASC Topic 260, “Earnings Per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period.

 

Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares for periods in which the Company incurs losses as their effect is anti-dilutive.  As of June 30, 2019 and September 30, 2018, respectively, there were no common share equivalents outstanding which would be deemed as dilutive.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net loss or cash flows of the Company.

 

 

 

F- 7  

 

 

 

ALTERNATIVE INVESTMENT CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

 

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share-based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar years and one year later for non-public business entities. The Company is assessing the impact, if any, of implementing this guidance on its financial position and results of operations.

 

The Company has evaluated all other new ASU's issued by FASB and has concluded that these updates do not have a material effect on the Company's financial statements as of June 30, 2019.

 

NOTE 4 – RELATED PARTIES

 

As of June 30, 2019 and September 30, 2018, $231,973, was due to Canton. This is an unsecured loan, non-interest bearing and there is no repayment date. Interest has been calculated at an imputed interest rate of 3% and reflected as interest expense and as an increase to additional paid in capital in the amount of $5,253 and $17,462 for the nine months ended June 30, 2019 and year ended September 30, 2018, respectively.  On April 1, 2018, Canton elected to convert $80,000 of the amount due into 94,118 common restricted shares of the Company ($0.85 per share).  

 

On February 2, 2016, the Company entered into an expense sharing agreement with Fingi Inc (“Fingi”). Fingi is company for which Canton, our largest shareholder, may be deemed a controlling entity. Under the expense sharing agreement, the Company shares the rent and utility expenses incurred in connection with occupancy of office space that is being leased by Fingi Inc. During the year ended September 30, 2018, amount due for rent was $5,684 per month. For the nine months June 30, 2019 and 2018 rent and utilities expenses amounted to $56,235 and $54,421, respectively.

 

Related party transactions are not necessarily indicative of an arm’s length transaction or comparable to a transaction that had been entered into with independent parties.

 

As of June 30, 2019 and September 30, 2018, the Company had a liability due to its former Chief Executive and Chief Financial Officer, Daniel Otazo in the amount of $6,000.  The amount was reflected in accounts payable on the Company’s financial statements.

 

Amounts are due under a compensation for services provided agreement.  Mr. Otazo resigned from the Company in all official capacities on November 30, 2017.  As of June 30, 2019, the Company had a liability due to its current Chief Executive and Chief Financial Officer, Antonio Treminio, in the amount of $94,051.

 

 

 

F- 8  

 

 

 

ALTERNATIVE INVESTMENT CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

NOTE 5 – NOTES PAYABLE - RELATED PARTY

 

On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC.  Under terms of the settlement all outstanding to Fess Group Holdings LLC notes were transferred to Canton Investments, Ltd. As of February 28, 2018 these notes were considered related party notes.

 

Notes payable – related party consisted of the following as of:

 

          June 30, 2019     September 30, 2018  
Canton Investments, Ltd.     (a)     $ 35,000     $ 35,000  
Canton Investments, Ltd.     (b)       4,000       4,000  
Canton Investments, Ltd.     (c)       35,000       35,000  
Canton Investments, Ltd.     (d)       7,000       7,000  
Canton Investments, Ltd.     (e)       5,000       5,000  
Total notes payable – Related party             86,000     $ 86,000  
Less - current portion of these notes           $ (86,000 )   $ (86,000 )
Notes Payable – Related Party           $ —       $ —    

 

(a) On November 30, 2016, the Company entered into a six-month 8% loan agreement with JIFM LLC in the amount of $35,000. The note had a maturity date of May 30, 2017.  The Company is currently trying to cure the default under this note.  On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC.  Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd.  As of June 30, 2019, this note had accrued interest of $7,226.

 

(b) On January 3, 2017, the Company entered into a six-month 8% loan agreement with JIFM in the amount of $4,000. The note had a maturity date of July 3, 2017.  The Company is currently trying to cure the default under this note.  On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC.  Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd.  As of June 30, 2019, this note had accrued interest of $796.

 

(c) On January 17, 2017, the Company entered into a six-month 8% loan agreement with JIFM LLC in the amount of $35,000. The note had a maturity date of July 17, 2017.  The Company is currently trying to cure the default under this note.  On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC.  Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd.  As of June 30, 2019, this note had accrued interest of $6,858.

 

(d) On January 19, 2017, the Company entered into a six-month 8% loan agreement with JIFM LLC in the amount of $7,000. The note had a maturity date of July 19, 2017.  The Company is currently trying to cure the default under this note.  On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC.  Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd.  As of June 30, 2019, this note had accrued interest of $1,369.

 

(e) On January 23, 2017, the Company entered into a six-month 8% loan agreement with JIFM LLC in the amount of $5,000. The notes had a maturity date of July 23, 2017.  The Company is currently trying to cure the default under this note.  On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC.  Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd.  As of June 30, 2019, this note had accrued interest of $973.

 

 

 

F- 9  

 

 

 

ALTERNATIVE INVESTMENT CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

NOTE 6 – NOTES PAYABLE

 

Notes payable consisted of the following as of:

 

          June 30, 2019     September 30, 2018  
Alternative Strategy Partners (ASP)     (a)     $ 50,000     $ 50,000  
Alternative Strategy Partners (ASP)     (b)       277,423       26,000  
Total notes payable             327,423     $ 76,000  
Less - current portion of these notes             (327,423 )     (76,000 )
Notes Payable - Long Term           $ —       $ —    

 

(a) On January 31, 2017, the Company entered into a six-month 8% loan agreement with Basil and Barns Capital Inc. in the amount of $50,000.  The note had a maturity date of July 31, 2017.  The Company is currently trying to cure the default under this note.  On June 15, 2018, Basil and Barns Capital Inc. assigned this note to Alternative Strategy Partners Pte. Ltd. (“ASP”). At June 30, 2019, the note has accrued interest of $9,644.

 

(b) During the year ended September 30, 2018, The Company received $26,000 from ASP in the form of advances under three promissory notes bearing an interest rate of 8%.   During the nine months ended June 30, 2019, ASP loaned the Company $109,700 under 15 separate one-year 8% notes. On March 8, 2019, ASP wired $74,768 to the primary lessor of the office space where the Company maintains its corporate office. Since the Company pays 50% of the rent under an expense sharing agreement, the amount of $37,384 was recorded as a loan from ASP on the Company’s balance sheet as loans payable. On August 8, 2019, the Company entered into a $1,000,000 Line of Credit agreement with ASP. The Line of Credit has an expiration date of December 31, 2024. As a result of this agreement, monthly rental payments paid by ASP in the amount of $130,339, previously recorded as accounts payable was transferred to ASP Loan payable and interest was applied retroactively. Under this agreement, all former advances were applied toward the overall cap of the line of credit. As of June 30, the Company had $722,577 available under the agreement. As of June 30, 2019, accrued interest was $18,241.

 

NOTE 7 – COMMON STOCK

 

The Company has authorized 1,600,000,000 shares of Common Stock, $0.001 par value.  At June 30, 2019 and September 30, 2018, the Company had 432,192 shares issued and 431,991 shares outstanding.

 

Fiscal year 2019

 

No shares were issued during the nine months ended June 30, 2019.

 

NOTE 8 – SUBSEQUENT EVENTS

 

On August 8, 2019, the Company entered into a $1,000,000 Line of Credit agreement with ASP. The Line of Credit has an expiration date of December 31, 2024. As a result of this agreement, monthly rental payments paid by ASP in the amount of $130,339, previously recorded as accounts payable were transferred to ASP Loan payable and interest was applied retroactively. Under this agreement, all former advances were applied toward the overall cap of the line of credit.

 

 

 

 

 

 

 

 

 

F- 10  

 

 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

Certain statements made in this Form 10-Q are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate and, therefore, there can be no assurance the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

The forward-looking statements included in this Form 10-Q and referred to elsewhere are related to future events or our strategies or future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "believe," "anticipate," "future," "potential," "estimate," "encourage," "opportunity," "growth," "leader," "expect," "intend," "plan," "expand," "focus," "through," "strategy," "provide," "offer," "allow," commitment," "implement," "result," "increase," "establish," "perform," "make," "continue," "can," "ongoing," "include" or the negative of such terms or comparable terminology. All forward-looking statements included in this Form 10-Q are based on information available to us as of the filing date of this report, and the Company assumes no obligation to update any such forward-looking statements, except as required by law. Our actual results could differ materially from the forward-looking statements.

 

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and in our subsequent filings with the Securities and Exchange Commission

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, liquidity and capital resources of the Company and critical accounting estimates. This discussion should be read in conjunction with the accompanying quarterly unaudited Condensed Financial Statements contained in this Form 10-Q and our Annual Report on Form 10-K, for the year ended September 30, 2018 (“Annual Report”). Our Annual Report includes additional information about our significant accounting policies, practices and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial and operating results.

 

Company Overview

 

Alternative Investment Corporation (the "Company") was incorporated in Nevada on March 26, 2007 under the name of China Digital Ventures Corporation.  The principal business of the Company was its web-based telecom and IPTV businesses, both of which were disposed of during the year ended September 30, 2010. As of the date hereof, the Company has no operations.

 

On September 18, 2015, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change its name to Alternative Investment Corporation.

 

The Company is focused on new investment opportunities which lie in the real estate sector with primary focus on distressed real estate assets and/or alternative real estate developments as well as other technologies in the biotech sector.

 

Plan of Operation

 

The Company is focused on new investment opportunities which lie in the real estate sector with primary focus on distressed real estate assets and/or alternative real estate developments as well as other technologies in the biotech sector.

 

3

 

 

 

Results of Operations

 

For the Three and Nine Months Ended June 30, 2019 and 2018

 

Revenues

 

The Company had no revenue for the three and nine months ended June 30, 2019 and 2018.

 

General and Administrative Expenses

 

For the three months ended June 30, 2019 and 2018 total General and Administrative Expenses were $77,665 and $186,427 resulting in a decrease of $108,762. The decrease in General and Administrative Expenses is primarily a result of a decrease in stock based compensation of $33,150 and consulting fees of $100,000 more during the prior year offset by lower salary and wages in the current year.

 

For the nine months ended June 30, 2019 and 2018 total General and Administrative Expenses were $188,256 and $308,209 resulting in a decrease of $119,953. The decrease in General and Administrative Expenses is primarily a result of a decrease in stock based compensation of $33,150 and consulting fees of $100,000 more during the prior year offset by lower salary and wages in the current year.

 

Professional fees

 

For the three months ended June 30, 2019 total professional fees were $5,500 compared to $8,288 for the three months ended June 30, 2018 resulting in a decrease of $2,788. The decrease in professional fees primarily relates to lower accounting fees.

 

For the nine months ended June 30, 2019 total professional fees were $25,500 compared to $38,138 for the nine months ended June 30, 2018 resulting in a decrease of $12,638. The decrease in professional fees primarily relates to decreases in legal and accounting fees.

 

Other income (expense)

 

For the three months ended June 30, 2019 total other expense was $16,369 compared to $17,146 for the same period in the prior year. The lower expense was due to the prior year loss from uncollectability in the amount of $15,504 offset higher other expense in the current year due to higher interest income due to increased borrowing in the amount of $15,725.

 

For the nine months ended June 30, 2019 total other expense was $24,285 compared to $18,725 for the same period in the prior year. The higher other expense in the current year was due to higher interest expense due to increased borrowing offset by prior year loss from uncollectability in the amount of $15,504.

 

Net loss

 

Our net loss to shareholders for the three months ended June 30, 2019 and 2018 was $99,534 and $211,861, respectively.  The decrease in net loss was due to lower general and administrative expense.

 

Our net loss to shareholders for the nine months ended June 30, 2019 and 2018 was $238,041 and $364,622 respectively.  The decrease in net loss primarily relates to lower general and administrative expenses.

 

Liquidity and Capital Resources

 

Overview

 

As of June 30, 2019, the Company had no cash compared to $5,620 at September 30, 2018 and a deficit in working capital of $847,004 and $614,216, respectively. Historically, our operating expenses have been funded and paid by Canton Investments Ltd. (“CIL”) and by the issuance of notes payable and sale of our common stock.

 

We do not have sufficient resources to effectuate our business plan. We expect to incur a minimum of $1,600,000 in expenses and acquisitions during the next twelve months of operations.

 

4  

 

 

Liquidity and Capital Resources during the Nine Months Ended June 30, 2019 compared to the Nine Months ended June 30, 2018

 

We used cash in operating activities of $126,976 and $95,167 for the nine months ended June 30, 2019, and 2018, respectively. The elements of cash flow used in operations for the nine months ended June 30, 2019 included a net loss of $238,041, increase in largely by an increase in accounts payable of $94,123. The elements of cash flow used in operations for the nine months ended June 30, 2018 included a net loss of $364,622, stock-based compensation expense of $33,150 in addition to an increase in accounts payable and other accruals of $207,100 and a loss due to uncollectability of receivables in the amount of $15,504.

 

The Company neither received or used cash from investing activities for the nine months ended June 30, 2019. We received principal re-payment of $100,000 from the investment in commercial paper during the nine months ended June 30, 2018.

 

Cash provided by financing activities for the nine months ended June 30, 2019 was $121,084 proceeds from a third-party loan compared to $18,000 from the issuance of a note payable and $27,000 of repayments to note holders for the nine months ended June 30, 2018.

 

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently only have one small arrangements with JIFM LLC and Alternative Strategy Partners as way to obtain any operating capital.  We have no other arrangements or understandings to obtain funds through bank loans, lines of credit or any other sources. Since we have no other arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

 

Going Concern

 

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the year ended September 30, 2018 regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

Our unaudited financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

 

There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2019, the Company had no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

 

The disclosure required under this item is not required to be reported by smaller reporting companies; as such term is defined by Item 503(e) of Regulation S-K.

 

 

5  

 

 

Item 4.  Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company's management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of June 30, 2019. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

 

Based on that evaluation, the Company's management concluded, as of the end of the period covered by this report, that the Company's disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission's rules and forms, and that such information was accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

 

(b) Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.  As of August 16, 2019, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company, threatened against or affecting our company or our common stock in which an adverse decision could have a material adverse effect.

 

Item 1A.  Risk Factors

 

The disclosure required under this item is not required to be reported by smaller reporting companies; as such term is defined by Item 503(e) of Regulation S-K.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

There were no unregistered sales of equity securities during the quarter ended June 30, 2019.

 

Item 3.  Defaults Upon Senior Securities.

 

On January 31, 2017, the Company entered into a six-month 8% loan agreement with Basil and Barns Capital Inc. in the amount $50,000.  The loan had a maturity date of July 31, 2017.  Since this note is still outstanding, it is currently in default.  The Company is currently trying to cure the default under this note.

 

On November 30, 2016, the Company entered into a six-month 8% loan agreement in the amount of $35,000. The loan had a maturity date of May 30, 2017.  Since this note is still outstanding, it is currently in default.  The Company is currently trying to cure the default under this note.

 

On January 3, 2017, the Company entered into a six-month 8% loan agreement in the amount of $4,000. The loan had a maturity date of July 3, 2017.  Since this note is still outstanding, it is currently in default.  The Company is currently trying to cure the default under this note.

 

6  

 

 

On January 17, 2017, the Company entered into a six-month 8% loan agreement in the amount of $35,000. The loan had a maturity date of July 17, 2017.  Since this note is still outstanding, it is currently in default.  The Company is currently trying to cure the default under this note.

 

On January 19, 2017, the Company entered into a six-month 8% loan agreement in the amount of $7,000. The loan had a maturity date of July 19, 2017.  Since this note is still outstanding, it is currently in default.  The Company is currently trying to cure the default under this note.

 

On January 23, 2017, the Company entered into a six-month 8% loan agreement in the amount of $5,000. The loan had a maturity date of July 23, 2017.  Since this note is still outstanding, it is currently in default.  The Company is currently trying to cure the default under this note.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.

 

Item 5.  Other Information.

 

None.

 

Item 6.  Exhibits

 

Exhibit 10.1 Line of credit agreement with Alternative Strategies Partners, Ltd. with a maximum of $1,000,000 credit dated August 8, 2019
Exhibit 31.1 Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
Exhibit 31.2 Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
Exhibit 32.1 Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  August 19, 2019 By:  /s/ Antonio Treminio
    Antonio Treminio
   

Interim Chief Executive Officer

Chief Financial Officer

(Principal Executive and Financial Officer)

 

 

 

 

 

7

Exhibit 10.1

 

 

LINE OF CREDIT AGREEMENT

 

Borrower:   Alternative Investment Corp. Lender: Alternative Strategy Partners
   
Ceiling Amount: $1,000,000.00 Date of Note: August 8, 2019

 

Alternative Strategy Partners Pte Ltd, a Singaporean corporation with a principal place of business at 10 Collyer Quay Level 40 #40-53, Ocean Financial Centre, Singapore 049315 (together with its successors and assigns, the “ Lender ”) commits itself, subject to the terms of this Agreement (the “ Agreement ”) to make advances (“ Advances ”) available to Alternative Investment Corporation , a Nevada corporation with a principal place of business at 150 East 52 nd Street, Suite 1102, New York, NY 10022 (the “ Borrower ”), in such amounts as Borrower may request, and the Borrower agrees to accept and repay Lender the Advances, with interest thereon at the Rate of Interest as defined herein, in accordance with the terms hereof. In no event shall the total Advances outstanding at any one time exceed the aggregate principal amount of One Million and 00/100 Dollars ($1,000,000.00) (the “ Ceiling Amount ”).

 

The Borrower may borrow up to the Ceiling Amount in full or in part, repay in full or in part, and reborrow in accordance with the terms of this Agreement. In no event shall the total Advances outstanding at any one time exceed the Ceiling Amount as it may vary during various times of the year. Advances in excess of the Ceiling Amount are “ Overadvances .”

 

This Line of Credit and all amendments, extensions and replacements hereof is secured by all business assets of Borrower pursuant to a Security Agreement dated on or about even date herewith.

 

Lender’s commitment shall expire on the first to occur of the following: (a) the occurrence of an Event of Default as defined herein, or (c) the Maturity Date set forth below.

 

In consideration of this commitment by Lender, the Borrower agrees with the Lender as follows:

 

1.               EXPIRATION DATE / MATURITY. The availability of Advances hereunder shall terminate and expire and this Agreement shall mature on December 31, 2024 (the “ Maturity Date ”). Therefore, unless sooner accelerated or renewed, the entire principal balance hereof (including costs and late fees), together with all interest thereon, shall be due and payable to Lender on said date without further notice or demand. If the Maturity Date is a day other than a business day of the Lender, the maturity hereof shall be extended to the next succeeding business day, and interest shall be payable with respect to such extension. The Maturity Date may be extended for successive periods at the Lender’s sole discretion following its review of credit, pricing and all other underwriting criteria deemed appropriate by Lender. Each successive renewal shall modify the Maturity Date, and the term “Maturity Date” shall mean such extended date. Renewal may be accomplished only by letter agreement or similar instrument signed by an officer of Lender.

 

2.               RATE OF INTEREST. For each day any principal amount due hereunder shall remain outstanding and unpaid under this credit facility, interest shall accrue thereon for a maximum of 8% per annum, unless the maturity date is reached.

 

d.       DEFAULT / POST JUDGMENT INTEREST RATE. The Lender shall have the right to charge interest on the unpaid principal balance hereof at an interest rate of ten percent (10.0%) per annum in excess of the Rate of Interest otherwise payable as provided herein for any period during which the Borrower shall be in default under any material provision hereof or there shall be a default under any other document guarantying, governing or securing this Note. The Rate of Interest as set forth herein shall apply following entry of any judgment hereon notwithstanding any otherwise applicable statutory rate.

 

 
 

  

3.               PAYMENT. All payments shall be made by Borrower to Lender at its principal office in New York, NY in immediately available funds.

 

4.               BALANCE FORWARD. The Line of Credit and the provisions of this Agreement are applicable retroactively to any promissory note which the Borrower and Lender may have signed preceding the date of this Agreement. To date, the Line of Credit includes a balance forward of $277,423.13 (principal only), leaving a remaining Line of Credit of $722,576.87 as of the date of this Agreement.

 

5.               NO PREPAYMENT PREMIUM. Borrower may pay all or any portion of the amount due hereunder at any time without premium. Early payments will not, unless otherwise agreed by Lender in writing, relieve Borrower of its obligation to continue to make payments of accrued, unpaid interest. Rather, early payments will reduce the principal balance due.

 

6.               LINE OF CREDIT. Borrower hereby requests and authorizes the Lender to make Advances to Borrower during the term hereof, and in connection with each Advance to: (a) reduce the funds available hereunder by, and credit to the Borrower’s demand deposit account (or such other account as agreed upon by the parties) with the Lender, the proceeds of Advances hereunder requested by the Borrower pursuant to request form(s) satisfactory to and received by the Lender or at the option of Lender by telephone call by Borrower’s duly authorized representative; (b) enter into the records maintained by the Lender with respect to each Advance, all interest accruals, payments, other charges or items arising hereunder or otherwise properly chargeable or creditable to the Borrower’s account in accordance with generally accepted accounting principles or Lender’s standard bank policies, practices and fee schedules as they may be amended from time to time; and (c) render to Borrower a monthly statement of interest and the then outstanding principal balance due hereunder. Each such statement shall be considered accepted by and conclusively binding upon Borrower unless Borrower gives Lender written notice of exceptions within sixty (60) days of the receipt of said statement by Borrower.

 

This Agreement evidences a revolving line of credit. Upon duly authorized written request from Borrower, Lender may, but is not obligated to, make Advances under this Agreement pursuant to oral requests by Borrower. In such case, Lender reserves the right to require Borrower to confirm all oral requests in writing on the day of the request. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender’s office shown above. The following person is currently authorized to request Advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of his authority: Michael Brigham. Borrower agrees to be liable for all sums either (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing hereunder at any time may be evidenced by endorsements on this Agreement or any schedules attached hereto or by Lender’s internal records, including daily computer print-outs.

 

Lender will have no obligation to advance funds under this Agreement if: (A) an Event of Default has occurred and is continuing, or (B) an event has occurred which with the passage of time or giving of notice if left uncured would constitute an Event of Default hereunder.

 

7.               WAIVE JURY. Borrower hereby expressly and voluntarily waives any and all rights, whether arising under the United States or Maine Constitution, any Rules of Civil Procedure, common law or otherwise, to demand a trial by jury in any action, suit, proceeding or counterclaim involving Lender as to any matter, claim or cause of action whatsoever arising out of or in any way related to this Agreement or any loan with Lender or any of the transactions contemplated between the parties.

 

8.               GOVERNING LAW. This Agreement is being executed by the parties, delivered by Borrower and accepted by Lender in New York, NY and shall be governed by and construed in accordance with the laws of the State of New York to the maximum extent the parties may so lawfully agree. Borrower hereby submits to the jurisdiction of any state or federal court located within the State of New York, to the jurisdiction of any state, federal or other court of the United States of America, the State of New York, or any other state, district, commonwealth, territory, county, province, or country in which assets owned by Borrower are or may be located (including jointly with others). Notwithstanding any provision herein or in any instrument now or hereafter securing this Agreement, the total liability for payments in the nature of interest shall not exceed the limits imposed by the usury laws of said State.

 

 
 

 

9.               DISHONERED ITEM FEE. Borrower will pay a fee to Lender of $50.00 if Borrower makes a payment under this Agreement and the check or preauthorized charge with which Borrower pays is later dishonored.

 

10.               SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower’s successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

 

11.               GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees, or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any changes in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement or any guaranty or security agreement of any kind, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend repeatedly and for any length of time this Agreement or release any party or guarantor or collateral without thereby releasing Borrower or any guarantor from liability hereunder. Neither Borrower nor any guarantor will be released from liability hereunder if Lender fails to realize upon or perfect Lender’s security interest in any collateral, releases any obligor, guarantor or collateral, extends, renews or modifies the terms hereof or otherwise takes any action deemed necessary by Lender with or without the consent of or notice to anyone and even over objection. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. In the event any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, said provision shall be deemed to be deleted and this Agreement modified accordingly and in such manner as to give effect to all other provisions hereof to the maximum extent possible with only the invalid or unenforceable provisions removed.

 

This Agreement and each Advance hereunder are for a business, commercial or agricultural purpose and not for a personal, consumer or household purpose.

 

Whenever notice, demand or a request may properly be given to Borrower under this Agreement, the same shall always be sufficient if in writing and deposited in the United States mails, certified mail, postage prepaid, return receipt requested, addressed to Borrower either at the address given in this Agreement as Borrower’s address, or the business address given in writing to Lender hereof by Borrower more than thirty (30) days prior to the date Lender sends Borrower the notice in question. Any notice, demand or request hereunder shall be treated as having been given two (2) business days after deposit in the United States mails, by certified or registered mail, postage prepaid, and return receipt requested, or upon the date of hand delivery if delivered on a business day.

 

In witness hereof the parties hereto have EXECUTED THIS AGREEMENT AS A SEALED INSTRUMENT, as of the day and year first above written.

 

Alternative Investment Corporation, Borrower
   
   
By: /s/ Antonio Treminio
  Antonio Treminio
  Chief Executive Officer & Director
   
Alternative Strategy Partners Pte Ltd, Lender
   
   
By: /s/ Yuhi Horiguchi
  Yuhi Horiguchi
  Chief Executive Officer & Director

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

 

I, Antonio Treminio, certify that:

 

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

 

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

 

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

 

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

 

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

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

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

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

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

 

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

 

Date: August 19, 2019    
  /s/ Antonio Treminio  
  Antonio Treminio  
  Chief Executive Officer  

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

 

I, Antonio Treminio, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Alternative Investment Corporation.

 

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

 

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

 

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

 

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

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

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

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

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

 

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

 

Date: August 19, 2019    
  /s/ Antonio Treminio  
  Antonio Treminio  
  Chief Financial Officer  

 

 

Exhibit 32.1

 

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

 

In connection with the quarterly report of Alternative Investment Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Antonio Treminio, Chief Executive Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

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

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

 

Date: August 19, 2019    
  /s/ Antonio Treminio  
  Antonio Treminio  
  Chief Executive Officer  

 

A certification furnished pursuant to this Item will not be deemed “filed” for purposes of section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the small business issuer specifically incorporates it by reference.

 

 

 

 

 

 

 

 

 

 

Exhibit 32.2

 

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

 

In connection with the quarterly report of Alternative Investment Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Antonio Treminio, Chief Financial Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

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

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

 

Date: August 19, 2019    
  /s/ Antonio Treminio  
  Antonio Treminio  
  Chief Financial Officer  

 

A certification furnished pursuant to this Item will not be deemed “filed” for purposes of section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the small business issuer specifically incorporates it by reference.