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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended December 31, 2023

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

 Commission file number 333-198772

 Alpha Investment Inc. (Exact Name of Registrant as
Specified in Its Charter)

 Delaware

 90-0998139

 (State or Other Jurisdiction of Incorporation or Organization)

 (I.R.S. Employer Identification No.)

 200 East Campus View Blvd., Suite 200

 Columbus, OH 43235

 ( 305) 704-3294

 (Address of Principal Executive Offices, Zip Code &
Telephone Number)

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

 None

 Securities registered pursuant to section 12(g)
of the Act:

 Common Stock, $0.0001 par value

mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No

mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes o No

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 No o

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

mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant 's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.

mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

 Large accelerated filer o

 Accelerated filer o

 Non-accelerated filer x

 Smaller reporting company

 (Do not check if a smaller reporting company)

 Emerging
growth company

 If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No

 As of June 30, 2023, the
end of the registrant's most recently completed 2 nd quarter, no market
value has been computed because no active trading market had been established.

 As of March 31, 2024, the registrant had 11,224,401 shares
of common stock outstanding.

 ALPHA INVESTMENT INC

 Page No.

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors and Executive Officers

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits

 Signatures

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 Certain statements in this Annual Report on Form 10-K
(the " annual report ") contain or may contain forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based
on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially
from those in the forward-looking statements. These factors include, but are not limited to, our ability to consummate a merger or business
combination, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S.
and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control.
You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this annual report. Readers
should carefully review this annual report in its entirety, including but not limited to our consolidated financial statements and the
notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no
obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated
events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.

 Unless the context otherwise requires, references
in this annual report to " Alpha Investment," " ALPC," the " Company," " we,"
" our " and " us " refers to Alpha Investment Inc. and its subsidiaries.

 Item 1. Business

 Overview

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

 We expect to offer financing across a broad-spectrum
of asset backed and commercial real asset type collateral 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 stockholders.

 The Company expects to require substantial capital
to fully fund and implement its operations. The Company plans to raise such capital through private or public offerings of equity, debt
or other securities or through joint venture partnerships. There can be no assurance that the Company can successfully raise such capital
or consummate any offering 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 financing 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 (the " SPV ") entered into an operating agreement with Alameda
Partners LLC, a Utah limited liability company (" Alameda Partners "). Alameda Partners acquired a ten percent (10%)
equity interest in the SPV in exchange for a payment of $1,000,000 to the Company and is the managing member of the SPV. The capital is
intended for use in implementing the Company's strategy of acquiring commercial real estate performing notes and support other related
growth initiatives and assets acquisitions for the Company The principals of Alameda Partners have significant long-term of experience
in the commercial real estate industry as property developers, owners, and managers and currently hold over $50 million in commercial
real estate assets. Pursuant to the operating agreement for the SPV, Alameda Partners is entitled to monthly distributions in cash
or stock equal to $10,000. As of December 31, 2022, the SPV has not completed any transactions.

 Potential Effects of the post COVID-19
Pandemic on our Business

 Commercial mortgage lending may be subject to
volatility during and after 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, 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, 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 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

 —

 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.

 —

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

 —

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

 —

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

 —

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

 —

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

 The Commercial Real Estate Market Forecast

 The beleaguered commercial real estate (CRE) industry
has been facing headwinds since the onset of the COVID-19 pandemic, and many of the persistent challenges being endured by this important
part of the U.S. economy will continue throughout 2024. There are bright spots in the CRE outlook – mostly in the strong demand
for multi-family (apartments), the digital economy (cell towers and server farms) and industrial (warehouse) property – but a comprehensive
re-assessment and revitalization of the CRE industry is needed.

 Cost and
Availability of Capital

 The
U.S. is in a period of rising interest rates that began almost two years ago when the Federal
Reserve began raising rates to combat inflation.

 The primary
effect of rate hikes is obvious. The cost of borrowing has increased dramatically and will likely remain high indefinitely. Higher mortgage
rates aren't good for any borrower but can be devastating for CRE investors who borrow heavily and generally need to refinance every three,
five or seven years.

 The
problem is being exacerbated by banks tightening their lending standards or refusing to make CRE loans at all. Federally regulated banks
hold virtually all of their reserves in U.S. government bonds. When rates go up the value of
bonds goes down. By necessity, banks are being very conservative in making loans. Not only do CRE loans cost more today, but they are
harder to find.

 Potential
Recession

 The
causes of the post-pandemic inflation we've been experiencing are disputed by economists, but the phenomenon is real. The Federal Reserve
responded to inflation with rate hikes. The goal of raising rates is to combat rising prices by slowing the economy.
Unfortunately, rate hikes, particularly the rapid and dramatic ones we've seen, can push an economy into recession. In
other words, the CRE industry is facing the significant possibility of an economic slowdown in the coming year. A significant downturn
would mean commercial landlords will struggle to fill vacancies and find it difficult, if not impossible, to raise rents.

 Persistent
Inflation

 A prolonged
period of low inflation and relative price stability ended abruptly three years ago. After an initial and alarming spike, the inflation
rate has since moderated, but it's still too high and overall price levels have been slow in receding. Commercial property investors are
certainly not immune to the effects of inflation. The cost of operating and maintaining a building and providing amenities to tenants
is dramatically higher than it was 36 months ago. When we consider large increases in labor costs, the problem becomes especially pronounced.
This is particularly true for construction and development firms that depend greatly on specialty labor. Inflation also causes anxiety
in individual consumers who are the end-users of CRE. In inflationary times, the commercial property owners suffer as people cut spending
which, in turn, causes businesses to delay or cancel expansion plans that otherwise would have included renting real estate.

 A Closer
Look at CRE Classes

 Office

 The work-from-home
trend that gained traction during the pandemic severely disrupted the office sector. In fact, "disrupted" may be an understatement.
Despite several million new jobs being added to the U.S. economy during the pandemic recovery, offices have lost several hundred million
square feet of occupied space. Property values have decreased correspondingly. Corporate managers, who fear that work-from-home will erode
corporate culture and discourage employee coordination, are doing what they can to bring employees back into office buildings. But, in
America at least, their efforts are falling on deaf ears. Office space utilization in the U.S. is only around 50% of pre-pandemic levels.

 The outlook:

 Expect U.S.
office space to continue to be underutilized unless and until that dynamic changes. A job-killing recession, for instance, would tip the
balance toward employers and allow them to force office attendance.

 Retail

 Retail performance is a function of consumer sentiment,
which was weak in the first half of the year but began to recover in the second half. That recovery can be attributed to a corresponding
easing of the inflation rate (mentioned above) and moderation in energy prices. As evidenced by bankruptcy filings, weaker retailers are
falling by the wayside, but healthier, higher-quality stores are doing a great job picking up the slack. Store openings have outpaced
store closings so far in 2023.

 The outlook:

 In general, better retailers in better locations offering
good service and decent quality will continue to absorb and displace weaker competitors. The demand for retail rental space should be
maintained in 2024, but by consolidation rather than overall growth. A recession or a resurgence of inflation would depress consumers
and the retail sector.

 Multi-family

 Rising mortgage rates have, unfortunately, placed
homeownership out of reach for many in the middle class. This is in addition to a low-income housing shortage that's been plaguing the
housing market for decades. The result is high and fast-growing demand for multi-family apartment properties and residential rentals.
Multi-family is among the few CRE classes enjoying strong rent growth and increasing property values. Finding equilibrium in the housing
markets will take some number of years. While that's not good news for homebuyers or renters, it is good news for owners of apartment
buildings.

 The outlook:

 Interest rates are cyclical and will eventually come
down. If that process starts in 2024, some renters will opt for homeownership, but it will be a slow process and shouldn't cause a dramatic
change in the profitability of rental housing.

 Industrial

 After suffering major disruptions
during COVID lockdowns, the trucking and warehousing sectors of the CRE industry have experienced a boom. Driven by strong consumer spending,
competition in e-commerce and "nearshoring" – relocating operations closer to home – industrial real estate construction
achieved record levels in 2023. Subsequently, industrial landlords are enjoying excellent rent growth and full occupancy.

 The outlook:

 The nearshoring or "onshoring"
phenomenon is a long process that is in its early stages. The intense competition among retailers for faster home delivery, likewise,
shows no signs of slowing down. This bodes well for industrial CRE. The 2024 outlook calls for more trucking terminals and more warehouses.

 Consumer spending will ease
if the economy slows, but unless we have a severe and prolonged recession, it won't be enough to dim the prospects of this sector.

 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 utilize 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 potentially could establish and retain an in-house sales team.

 Competition

 A few much larger proven commercial real estate lenders
such as JP Morgan Chase, Bank of America, Goldman, and Apollo Commercial Real Estate 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 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.

 Item 1A. Risk Factors

 Not applicable to a "smaller reporting company"
as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the " Exchange Act ").

 Item 2. Properties

 Our principal executive offices are located at 200
East Campus View Blvd. Suite 200 Columbus, OH 43235.

 Item 3. Legal Proceedings

 We are currently involved in the following legal proceedings:

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

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

 Supplemental complaint for
financial relief in regards to collections, In the circuit court of the eleventh judicial circuit in and for Miami-Dade County, Florida,
case #2021-20869-CA01, seeking $144,147 plus 6% interest from 2013. The Company is currently in negotiations with plaintiff.

 The Company is not aware of any additional litigation.

 Item 4. Mine Safety Disclosures

 Not applicable to a "smaller reporting company"
as defined in Rule 12b-2 of the Exchange Act.

 Item 5. Market for Common Equity and Related Stockholder Matters

 Market Information

 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 market for our Shares has been extremely
limited and there have only been minimal and sporadic public quotations for our Shares and there have been no recent closing quotations
for our Shares. There can be no assurance given that a liquid public market for our Shares will develop and if developed,
be sustained.

 Holders

 As of December 31, 2023, we had 11,224.401 shares
of common stock issued and outstanding, and 457 shareholders of record of our common stock.

 Dividends

 The payment by us of dividends, if any, in the future
rests within the discretion of our board of directors and will depend, among other things, upon our earnings, capital requirements and
financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend
to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

 Securities Authorized for Issuance under Equity
Compensation Plans

 Plan category

 Number of securities to

 be issued upon exercise of

 outstanding options,

 warrants and rights

 Weighted-average

 exercise price of

 outstanding options,

 warrants and rights

 Number of securities remaining

 available for future issuance under

 equity compensation plans

 (excluding securities reflected in

 column (a))

 Equity compensation plans approved by security holders

 520,000

 0.004

 331,867

 Equity compensation plans not approved by security holders

 Total

 520,000

 0.004

 331,867

 Item 6. Selected Financial Data

 Not applicable to a "smaller reporting company"
as defined in Rule 12b-2 of the Exchange Act.

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations

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

 Results of Operations

 General

 We have recognized
net losses of $(536,666) and $ (3,123,461)
for the years ended December 31, 2023 and 2022. As of December 31, 2023 and 2022, the
Company had an accumulated deficit of $10,935,082 and $10,398,416.

 The following table provides selected balance sheet
data as of December 31, 2023 and 2022.

 Consolidated Balance Sheet Data:

 12/31/2023

 12/31/2022

 Cash

 $

 $

 —

 Loans Receivable – related parties, net of discounts and allowances

 $

 —

 $

 —

 Loans Receivable, net of discounts and allowances

 $

 —

 $

 —

 Total assets

 $

 $

 —

 Current liabilities

 $

 4,901,894

 $

 4,301,442

 Total liabilities

 $

 4,901,894

 $

 4,301,442

 Temporary equity

 $

 457,786

 $

 434,098

 Stockholders' equity

 $

 (5,359,666

)

 $

 (4,735,540

)

 Year ended December 31, 2023 as compared to year ended
December 31, 2022

 For the year ended December 31, 2023, we generated
no income, compared to no income in 2022. We incurred $327,881 in operating expenses during the 2023 period, compared to $551,245 in
2022, reflecting our decreased level of operations.. In 2023 the Company recognized $144,147 in judgments and settlements and $40,590
in interest expense. In 2022, the Company recognized $2,518,000 in judgments and settlements
and $30,529 in net interest expense.

 Liquidity and Capital Resources

 During the year ended December 31, 2023, Omega, the
principal stockholder of the Company, made additional capital contributions to the Company of approximately $31,040 in expenses paid on
behalf of the Company, and Omega International, a related party, purchased 1,500,000 of common stock for $1,500 or $.001/share.

 During the year ended December 31, 2022, Omega, the
principal stockholder of the Company, made additional capital contributions to the Company of approximately $73,650 in expenses paid on
behalf of the Company.

 Related Party Transactions

 Loans receivable

 The Company has extended lines of credit and loans
to related parties. See Note 4 to consolidated financial statements.

 Management fee and other expenses

 During the years ended December 31, 2023 and 2022,
Omega Commercial Finance Corp was accrued $150,000 in management fees pursuant to a corporate governance management agreement executed
on June 1, 2017. Omega is to provide services related to facilitating the introduction of potential investors for compensation of no less
than $150,000 per year, not to exceed $300,000 per year. The agreement remains in effect until cancelled by Omega.

 Stock purchase

 During the year ended December 31, 2023, Omega International,
a related party, purchased 1,500,000 shares of common stock for $1,500 or $.0001/share. There were no stock transactions during the year
ended December 31, 2022.

 Critical Accounting Policies

 Use of Estimates

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

 Loans Receivable, net and Allowance for Losses

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

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

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

 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. As of December 31, 2021, given the shifting economic conditions, the Company determined the likelihood
of collecting these loans was significantly diminished and established an allowance account to write down the value of all receivables
to $0.

 Off-Balance Sheet Arrangements

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

 Item 7A. Quantitative and Qualitative Disclosures
about Market Risk

 Not applicable to a "smaller reporting company"
as defined in Rule 12b-2 of the Exchange Act.

 Item 8. Financial Statements

 Reports of Independent Registered Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statement of Stockholders' Equity for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 Report of Independent Registered Public
Accounting Firm

 To the shareholders and the board of directors
of Alpha Investment Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Alpha Investment Inc. as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit),
and cash flows for the years then ended, 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,
2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States.

 Substantial Doubt about the Company's
Ability to Continue as a Going Concern

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company's
significant operating losses raise substantial doubt about its ability to continue as a going concern. 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 audit. 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 applicable rules and
regulations of the 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 audits 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 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.

 Critical Audit Matter

 Critical audit matters are
matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments.

 We determined that there
are no critical audit matters.

 /S/ BF
Borgers CPA PC (PCAOB ID 5041)

 We have served as the Company's auditor since 2022

 Lakewood, CO

 April 15, 2024

 F- 1

 Alpha Investment Inc

 Condensed Consolidated Balance Sheets

 As of

 As of

 2023

 2022

 ASSETS

 Current Assets:

 Cash

 $

 $
 —

 Total Current Assets

 —

 Other Assets:

 Loans receivable - related party, net of discounts

 —

 —

 Loans receivable, net of discounts

 —

 —

 Interest receivable

 —

 —

 Total Other Assets

 —

 —

 Property and Equipment, net:

 Furniture and Equipment, net

 —

 —

 Total Property and Equipment, net

 —

 —

 TOTAL ASSETS

 $

 $
 —

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Accounts payable

 $
 747,771

 $
 602,416

 Accrued management fees - related party

 600,000

 450,000

 Distribution payable

 580,000

 460,000

 Notes payable - short-term

 53,979

 39,279

 Notes payable - related party

 257,996

 231,747

 Judgments payable

 2,662,147

 2,518,000

 Total Current Liabilities

 4,901,894

 4,301,442

 Payroll Protection Plan Loan

 —

 —

 Total Liabilities

 4,901,894

 4,301,442

 Temporary Equity:

 Series 20 Series 2018 Convertible Preferred Stock ($ 0.0001 par value), net of discounts 18 Convertible Preferred Stock ($0.0001 par value), net of discounts of $ 92,793 and $ 116,481, respectively, 100,000 shares authorized; 36,667 shares issued and outstanding (liquidation value: $ 500,000) (See Note 8)

 457,786

 434,098

 Temporary equity, total

 457,786

 434,098

 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, 2023 and 2022, respectively

 Series AA Convertible
 Preferred stock ($ 0.0001
 par value), 100,000
 shares authorized, 100,000
 issued and outstanding as of December 31, 2023 and 2022, respectively

 Common stock, ($ 0.0001
 par value), 100,000,000
 shares authorized; 11,224,401
 and 9,724,401 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 1,123

 Additional paid-in capital

 6,045,290

 6,012,900

 Accumulated deficit

 ( 10,935,082
)

 ( 10,398,416
)

 Total Equity

 ( 4,871,154
)

 ( 4,367,028
)

 Non-controlling interest in variable interest entities

 ( 488,512
)

 ( 368,512
)

 Total Stockholders' Equity

 ( 5,359,666
)

 ( 4,735,540
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $

 $
 —

 Series A Convertible Preferred Stock

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

 F- 2

 Alpha Investment Inc

 Condensed Consolidated Statements of Operations

 Twelve Months

 Twelve Months

 Ended

 Ended

 2023

 2022

 Income:

 Net investment income - related parties

 $
 —

 $
 —

 Net investment income

 —

 —

 Total Income

 —

 —

 General and Administrative Expenses:

 Management fee - related party

 150,000

 150,000

 Administrative expenses

 100,509

 246,683

 Professional fees

 77,372

 154,562

 Total General and Administrative Expenses

 327,881

 551,245

 Loss from Operations

 ( 327,881
)

 ( 551,245
)

 Other Expense:

 Other income/expense

 ( 144,147
)

 ( 2,518,000
)

 Interest expense, net

 ( 40,950
)

 ( 30,528
)

 Total Other Expense

 ( 185,097
)

 ( 2,548,528
)

 Net Loss

 $
 ( 512,978
)

 $
 ( 3,099,773
)

 Amortization of discounts on Series 2018 preferred stock and redeemable common stock

)

)

 Net Income Attributable to Non-controlling Interests

 —

 —

 Net Loss Attributable to Common Stockholders

 $
 ( 536,666
)

 $
 ( 3,123,461
)

 Basic and Diluted Loss Per Share

 $
 ( 0.05
)

 $
 ( 0.32
)

 Basic and Diluted Weighted Average Number of Common Shares Outstanding

 10,690,154

 9,724,401

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

 F- 3

 Alpha Investment Inc

 Condensed Consolidated Statement of Changes
in Stockholders' Equity (Deficit)

 (Audited)

 Series A

 Series AA

 Non-

 Paid-in

 controlling

 Accumulated

 Capital

 Interest

 Deficit

 Total

 Balance, December 31, 2021

 9,724,401

 $

 1,167

 $

 100,000

 $

 $

 5,939,250

 $

 ( 248,512

)

 $

 ( 7,274,955

)

 $

 ( 1,565,729

)

 Stockholder contribution

 —

 —

 —

 —

 —

 —

 73,650

 —

 —

 73,650

 Distributions due to non-controlling interest

 —

 —

 —

 —

 —

 —

 —

 ( 120,000

)

 —

 ( 120,000

)

 Amortization of discount on redeemable preferred stock

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Net loss

 —

 —

 —

 —

 —

 —

 —

 ( 3,099,773

)

 ( 3,099,773

)

 Balance, December 31, 2022

 9,724,401

 $

 1,167

 $

 100,000

 $

 $

 6,012,900

 $

 ( 368,512

)

 $

 ( 10,398,416

)

 $

 ( 4,735,540

)

 Series A

 Series AA

 Non-

 Paid-in

 controlling

 Accumulated

 Capital

 Interest

 Deficit

 Total

 Balance, December 31, 2022

 9,724,401

 $

 1,167

 $

 100,000

 $

 $
 6,012,900

 $
 ( 368,512
)

 $
 ( 10,398,416
)

 $
 ( 4,735,540
)

 Sale of common stock

 1,500,000

 —

 —

 —

 —

 1,350

 —

 —

 1,500

 Stockholder contribution

 —

 —

 —

 —

 —

 —

 31,040

 —

 —

 31,040

 Distributions due to non-controlling interest

 —

 —

 —

 —

 —

 —

 —

 ( 120,000
)

 —

 ( 120,000
)

 Amortization of discount on redeemable preferred stock

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Net loss

 —

 —

 —

 —

 —

 —

 —

 ( 512,978
)

 ( 512,978
)

 Balance, December 31, 2023

 $
 11,224,401

 $
 1,123

 $
 1,167

 $

 100,000

 $

 $
 6,045,290

 $
 ( 488,512
)

 $
 ( 10,935,082
)

 $
 ( 5,359,666
)

 Series A Preferred Stock

 Series AA Preferred Stock

 Paid-In Capital

 Non-Controlling Interest

 Accumulated Deficit

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

 F- 4

 Alpha Investment Inc

 Condensed Consolidated Statements of Cash Flows

 Twelve Months

 Twelve Months

 Ended

 Ended

 2023

 2022

 Cash Flows from Operating Activities:

 Net loss

 $
 ( 512,978
)

 $
 ( 3,099,773
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation Expense

 —

 Changes in operating assets and liabilities:

 Increase in judgments payable

 144,147

 1,518,000

 Increase in settlements payable

 —

 1,000,000

 Increase in interest receivable

 —

 —

 Increase in accrued management fees - related party

 150,000

 150,000

 Decrease in accounts payable and accrued expenses

 145,355

 291,690

 Increase in interest payable

 40,950

 4,279

 Increase in notes payable - related party

 —

 26,250

 Net cash used in operating activities

 ( 32,526
)

 ( 109,238
)

 Cash Flows from Investing Activities:

 Net cash from investing activities

 —

 —

 Cash Flows from Financing Activities:

 Proceeds from short term loan

 —

 35,000

 Proceeds from sale of stock

 1,500

 —

 Proceeds from stockholder contribution

 31,040

 73,650

 Net cash provided by (used in) financing activities

 32,540

 108,650

 Net increase (decrease) in cash

 ( 588
)

 Cash and restricted cash at beginning of year

 —

 Cash and restricted cash at end of year

 $

 $
 —

 Supplemental Disclosure of Cash Flow Information:

 Cash paid during year for:

 Interest

 $
 —

 $
 —

 Income Taxes

 $
 —

 $
 —

 Schedule of Non-Cash Investing and Financing Activities:

 Distribution due to non-controlling interest

 $
 120,000

 $
 120,000

 Amortization of discount on redeemable preferred stock

 $
 23,688

 $
 23,688

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

 F- 5

 Alpha Investment Inc.

 Notes to the Consolidated Financial Statements

 Years Ended December 31, 2023 and 2022

 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 Corporate History

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

 To better reflecting management's shifted focus
of the Company's business to real estate and other commercial lending, on March 30, 2017, the Company filed a Certificate of Amendment
to its Certificate of Incorporation with the Delaware Secretary of State changing its name from "Gogo Baby, Inc." to "Alpha
Investment Inc.". The name change and a corresponding change in the Company's OTC markets trading symbol from GGBY
to ALPC received approval from FINRA and became effective as of April 19, 2017.

 Alpha Mortgage Notes I

 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 listing on the NASDAQ. The Members of Alameda Partners LLC have decades of experiences in the commercial real estate
industry as property developers, owners, and managers and currently holds over $50-million in commercial real estate assets. They have
been appointed as the Managing Members of the SPV, while ALPC controls and holds 90 % ownership. In exchange for its 90% interest
in the SPV, the Company is required to contribute 4,015,667 shares of common stock for the purchase of performing notes for the SPV. The
special purpose vehicle was organized to acquire the membership interests, develop, own, hold, sell, lease, transfer, exchange, re-lend,
manage and operate the underlying assets and conduct activities related thereto the ownership of commercial real estate mortgage notes
and REO's. The initial $ 1,000,000 was recorded as additional paid in capital on the accompanying consolidated balance sheet.
Alameda Partners is entitled to monthly distributions in cash and stock equal to $ 10,000. For the years ended December 31, 2023 and 2022,
the Company has recorded $ 580,000 and $ 460,000 of distributions as reductions to non-controlling interest, which has been accrued
and included in Distributions Payable on the accompanying consolidated balance sheets as of December 31, 2023 and 2022. As of December
31, 2023 and 2022, Alpha Mortgage Notes I, LLC has not completed any transactions.

 NOTE 2 – GOING CONCERN

 Future issuances of the Company's equity
or debt securities will be required for the Company to continue to finance its operations and continue as a going concern. The
Company's present revenues are insufficient to meet operating expenses. The financial statements of the Company have been
prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of
assets and the satisfaction of liabilities in the normal course of business. The Company used $ 32,526
and $ 109,238 in
cash in operations, and incurred net losses of $ 512,978
and $ 3,099,773 during
the years ended December 31, 2023 and 2022. The Company has an accumulated deficit of $ 10,935,082 and
$ 10,398,416 as
of December 31, 2023 and 2022, and
requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional
capital through the future issuances of common stock is unknown. Securing additional financing, the successful development of the
Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated financial statements of the Company do not include any
adjustments that may result from the outcome of these aforementioned uncertainties.

 F- 6

 NOTE 3 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 Principles of Consolidation

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

 Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods presented. The Company is required to make judgments
and estimates about the effect of matters that are inherently uncertain. The Company regularly evaluates estimates and assumptions related
to the allowance for doubtful receivables, 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.

 Loans Receivable, net and Allowance for Losses

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

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

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

 Estimating allowances for loan losses requires
significant judgment about the underlying collateral, including liquidation value, condition of the collateral, competency and
cooperation of the related borrower and specific legal issues that affect loan collections or taking possession of the property on
an individual loan receivable basis. Management has added $ 0 to
its allowance accounts at December 31, 2023 and 2022.

 F- 7

 Income Taxes

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

 Accounting for Uncertainty in Income Taxes

 The Company applies the provisions of ASC Topic 740-10-25, Income
Taxes – Overall – Recognition ("ASC Topic 740-10-25") with respect to the accounting for uncertainty of income
tax positions. ASC Topic 740-10-25 clarifies the accounting for uncertainty in income taxes recognized in a company's consolidated
financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. As December 31, 2023, tax years since 2018 remain open
for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years.

 Revenue Recognition and Investment Income

 Origination fees collected at the time of investment
are recorded against the loans receivable and amortized into net interest income over the lives of the related loans. Issuance costs incurred
are capitalized along with the initial investment and amortized against net interest income over the lives of the related loans. The Company
records interest income in accordance with ASC subtopic 835-30 "Imputation of Interest", using the effective interest method.
The Company had no income for the years ended December 31, 2023 and 2022.

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

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

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

 F- 8

 Variable Interest Entity

 Paris Med

 Omega Commercial Finance Corp.

 Variable Interest Entity

 The Company holds a 10 % interest in Paris Med, of
which the remaining 90 % interest is held by the Company's parent company. Through December 31, 2021, 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, 2023 and 2022, 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, 2023 and 2022, Paris Med has
total assets of $ 558,000, consisting solely of advances made pursuant to its third-party construction loan agreement, which is fully reserved,
and no liabilities. 100% of the funding for the sole asset was provided by the Company and such amounts are eliminated in consolidation.
 See Note 4. For the year ended December 31, 2023 and 2022, Paris Me had no activity. The Company will evaluate its investments
in Paris Med each reporting period to determine if it is still the primary beneficiary, and if no longer considered the primary beneficiary,
deconsolidate Paris Med in the period in which circumstances change or events occur causing a change in its assessment. The Company
has not attributed any of its net loss or equity to non-controlling interest because Paris Med's sole asset is amounts owed to the
Company, which is eliminated in consolidation, and there was no income earned or losses incurred to date by Paris Med.

 Fair Value

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

 Incentive Plan

 The Company's Incentive Plan provides for equity
incentives to be granted to its employees, executive officers or directors or to key advisers or consultants. Equity incentives may be
in the form of stock options with an exercise price not less than the fair market value of the underlying Shares as determined pursuant
to the Incentive Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The Incentive Plan is administered
by the board of directors, and initially 5,000,000 Shares were 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, 2023 and 2022. After the restructuring in February 2021, and as of December 31, 2023, there were 3,625,000 shares
issued and 331,867 available for issuance under the plan.

 Net Loss Per Share

 Basic loss per share is computed by dividing the net
loss available to common stockholders by the weighted average number of common shares outstanding for the year. Dilutive loss per share
reflects the potential dilution of securities that could share in the losses of the Company. 36,667 shares underlying convertible
preferred stock were excluded from the computation of diluted loss per share for the year ended December 31, 2023 and 2022.

 Concentration of Credit Risk

 Financial instruments that potentially subject the
Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and loans receivable. The Company
maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. Management has added
$ 0 to the allowance at December 31, 2023 and 2022.

 Recently Issued Accounting Pronouncements

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

 F- 9

 NOTE 4 – LOANS RECEIVABLE, NET

 Loans Receivable - 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. On January 28, 2020, this loan was amended to reduce the loan
amount to $ 657,500. 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 annual fixed interest rate on the loan is 3.5 % and all interest receivables
are due at maturity. As of December 31, 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 years ended December 31, 2021, the Company recognized $ 36,000 of the origination fees, which
are carried at $ 131,578 as of December 31, 2021. The Company also incurred loan issuance costs of $ 420,000, which were recorded as
deferred issuance costs to be amortized as a reduction of interest income through the maturity date. During the years ended December 31,
2021, the Company recognized $ 47,068 of the deferred issuance costs, which are carried at $ 56,073 as of December 31, 2021. As
of December 31, 2023 and 2022, the gross loan receivable balance is $ 0. The Company has established a full reserve against this loan until
such time as the loan may be repaid.

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

 On August 28, 2017, the Company entered into a loan
agreement with Partners South Properties Corporation ("Borrower"), which is owned by Timothy R. Fussell, President, Chairman
of the Board and a director of the Company, for a revolving line of credit in the maximum principal sum of $ 5,000,000 for the purpose
of financing real property construction costs and working capital needs. On November 2, 2019, this loan was amended to reduce the 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 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 the loan is 3.5 % and all interest receivables
are due at maturity. As of December 31, 2023 and 2022 and 2021, the gross loan receivable balance is $ 0. The Company has established a
full reserve against this until loan until such time as the loan may be repaid.

 The following is a summary of loans receivable - related
parties as of December 31, 2022 and 2021:

 Loans Receivable,
Net - Schedule of Mortgage Receivables

 Mortgage Receivables

 2023

 2022

 Principal Amount Outstanding

 $
 907,500

 $
 907,500

 Unamortized Issuance Costs

 56,073

 56,073

 Unaccreted origination fees

 ( 23,424
)

 23,424
)

 Allowance

 ( 940,149
)

 ( 940,149
)

 Net Carrying Value

 $
 —

 $
 —

 Loans Receivable

 Paris Med

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

 Construction Loan

 1)

 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, 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 years ended December 31, 2021 and 2020, the Company amortized $ 9,160 and $ 9,160 of the discount. As of December 31, 2021 and 2020, respectively, the loan is carried at $ 496,084 and $ 486,924, net of unamortized discount of $ 61,916 and $ 71,076. The Company has established a full reserve against this loan until such time as the loan may be repaid.

 F- 10

 2)

 Equipment financing note in the amount of $ 24,715,986, payable monthly, accruing interest at an annual rate of 5.75 %, and having terms approximating the lives of the underlying equipment. As of December 31, 2021 and 2020, no amounts have been advanced pursuant to the equipment financing note.

 3)

 Operations financing, business line of credit in the amount of $ 23,932,625, accruing interest at an annual rate of 5.75 %, maturing in 10 years. As of December 31, 2021 and 2020, no amounts have been advanced pursuant to the line of credit.

 4)

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

 The Company has established a full reserve against
this loan until such time as the loan is repaid.

 The following is a summary of loans receivable as
of December 31, 2023 and 2022:

 Loans Receivable, Net - Schedule of
Loans Receivables

 Loans Receivable

 2023

 2022

 Principal Amount Outstanding

 $

 558,000

 $

 558,000

 Unaccreted Discounts

 ( 61,916

)

 ( 61,916

)

 Net Carrying Value

 $

 496,084

 $

 486,924

 Interest receivable

 197,147

 197,147

 Less reserve

 ( 693,231

)

 ( 693,231

)

 Net Carrying Value

 $

 —

 $

 —

 NOTE 5 - 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, 2023 and 2022 the Company had a net operating loss carry-forward of approximately $ 8,431,524 and $ 7,918,546. 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:

 2023

 2022

 Statutory rates (federal and state)

 %

 %

 Permanent differences

 %

 %

 Valuation allowance change and change in tax rate

 ( 29

)%

 ( 29

)%

 Effective income tax rate

 %

 %

 Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of income and
expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities at
December 31, 2023, 2022 and 2021 are as follows:

 2023

 2022

 Net operating loss carryforward

 $

 2,445,142

 $

 2,296,328

 Valuation allowance

 $

 ( 2,445,142

)

 $

 ( 2,296,328

)

 Net Deferred income tax asset

 $

 —

 $

 —

 F- 11

 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 $ 0 and
$ 598,769 during the years ended December 31, 2023 and 2022.
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 6 - 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. During the years ended December
31, 2023 and 2022, the Company accrued distributions of $ 120,000 and $ 120,000. As of December 31, 2023 and 2022, $ 580,000 and $ 460,000 of
minimum distributions were owed to the 10% partner.

 Litigation

 Judgements and Settlements Payable

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

 Judicial Ruling

 Pending Litigation

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

 Supplemental complaint for
financial relief in regards to collections, In the circuit court of the eleventh judicial circuit in and for Miami-Dade County, Florida,
case #2021-20869-CA01, seeking $ 144,147 plus 6% interest from 2013. The Company is currently in negotiations with plaintiff.

 The Company is not aware of any additional litigation.

 NOTE 7 – RELATED PARTY TRANSACTIONS

 Loans receivable

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

 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 years ended December 31, 2023
and 2022, the company accrued management fees of $ 150,000 and $ 150,000, which remain unpaid as of December 31, 2023.

 F- 12

 Note Payable
– related party

 On October 14, 2020, the Company issue a promissory
note in the amount of $ 175,000 to Partners South, Holdings, LLC. The note bears interest at an annual rate of 10 % and matured
on December 15, 2020. This note is currently in default, incurring interest at the default rate of 15% annually. As of December 31,
2023 and 2022, the Company recorded $ 257,966 and $ 231,747 in Notes payable - related party.

 Note Payable
– short term

 Note
Payable - Unrelated Party

 On June 29, 2022, the Company issued a promissory
note in the amount of $ 35,000 to
an unrelated party. The note bears interest at an annual rate of 24 %
and matured on December
29, 2022. This note is currently in default, incurring interest at the default rate of 3.5% monthly on the unpaid balance. As
of December 31, 2023 and 2022, the Company recorded $ 53,979
 and $ 39,279
in Notes payable – short term.

 NOTE 8 – STOCKHOLDERS' EQUITY

 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, the cash was held in an escrow account and the
shares were carried at $ 2,500,000.
During the year ended December 31, 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 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, 2023 and 2022, is $ 457,786 and $ 434,098, net of unamortized discount of $ 92,793 and $ 116,481, and all warrants have expired.

 F- 13

 During the year ended December 31, 2023, the Company
sold 1,500,000 shares of its common stock to a related party for $ 1,500 or $.001/share.

 As at December 31, 2023 and 2022, the Company had
 11,224,401 and 9,724,401 shares issued and outstanding, respectively.

 Series A Preferred stock:

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

 Each share of Series A Preferred Stock is entitled
to 1 vote on each matter presented to stockholders (subject to adjustment for stock splits, stock dividends and similar transactions).
Shares of Series A Preferred Stock vote together with shares of our common stock as a single class, except as required by Delaware law.
Alpha's current issued and outstanding Series A Preferred stock is 1,167 as of December 31, 2023 and 2022.

 Series AA Preferred stock:

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

 Each share of Series AA Preferred Stock is entitled
to 450 votes on each matter presented to stockholders (subject to adjustment for stock splits, stock dividends and similar transactions).
Shares of Series AA Preferred Stock vote together with shares of our common stock as a single class, except as required by Delaware law.
Accordingly, Omega, as the holder of the Series AA Preferred Stock, effectively maintains control over the Company's. Alpha's
current issued and outstanding Series AA Preferred stock is 100,000 as of December 31, 2023 and 2022, respectively.

 Capital Contributions

 Omega Commercial Finance Corp.

 During the years
ended December 31, 2023 and 2022, Omega Commercial Finance Corp, the Company's parent company, made capital contributions to the
Company totaling $ 31,040 and $ 73,650.

Warrants

 There has been
no warrant activity during the years ended December 31, 2023 and 2022, and all warrants have expired.

 NOTE 9 – SUBSEQUENT EVENTS

 Subsequent Event

 Judgments and Settlements

 In January 2024, the Company
negotiated a settlement in regards to the supplemental complaint for financial relief in regards to collections, the circuit court of
the eleventh judicial circuit in and for Miami-Dade County, Florida, case #2021-20869-CA01, seeking $ 150,000, with a specified payment
schedule through 2025. Once the payment terms have been satisfied, the judgment will be dismissed with prejudice.

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

 F- 14

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 As of December 31, 2023, our Chief Executive Officer
(our principal executive, financial and accounting officer) conducted an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures; as is defined in Rule 13a-15(e) of Exchange Act. We recognize that there are material weaknesses
related to our internal controls. Therefore, our Chief Executive Officer (our principal executive, financial and accounting officer) has
concluded that our disclosure controls and procedures were not effective, as of the end of the period covered by this Annual Report on
Form 10-K. This includes ensuring that information required to be disclosed was recorded, processed, summarized, and reported within the
time periods specified in the SEC's rules and forms. Furthermore, to provide reasonable assurance that information required to be
disclosed is accumulated and communicated as appropriate to allow timely decisions regarding required disclosure.

 Management's Report on Internal Control over
Financial Reporting

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

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

 provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made only in accordance with authorization of our management and directors;
and

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

 Our Chief Executive Officer (our principal executive,
financial and accounting officer) conducted an evaluation of the effectiveness of our internal controls over financial reporting as of
December 31, 2021. In making this evaluation, the Chief Executive Officer used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission in its 2013 Internal Control — Integrated Framework.

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

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

 Material Weakness in Internal Control Over Financial Reporting

 A material weakness is a control deficiency or a combination
of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements
will not be prevented or detected. Our Chief Executive Officer (our principal executive, financial and accounting officer) has concluded
that, as of December 31, 2023, we did not maintain effective controls over the preparation, review, presentation and disclosure of our
financial statements. Specifically, we noted the following.

 the Company did not maintain effective
controls to identify and maintain segregation of duties to support the identification, authorization, approval, accounting for, and the
disclosure of related-party transactions and significant unusual transactions. Specifically, one individual, the Chief Executive Officer,
initiates related-party transactions and non-routine transactions. This Chief Executive Officer also reviews, evaluates, and approves
these same transactions.

 the Company has not established
a well-defined process for financial reporting. The process and its key attributes (e.g., overall timing, methodology, format, and frequency
of analyses) are not formally documented, approved, or reviewed on a regular basis. Specifically, several instances of transactions were
not properly recorded and the lack of timely reconciliations of account balances effected by the improperly recorded transactions.

 the Company does not have accounting
policies and procedures to specify the correct treatment for estimating the allowance for doubtful accounts and bad debt expense of loans
receivable. Specifically, a supporting analysis is not prepared for estimating the allowance for loan losses and bad debt expense.

 Plan for Remediation of Material Weakness

 We anticipate, contingent on cash funds available,
that actions will be taken to strengthen the Company's internal control over financial reporting and will, over time, address the
related material weakness. However, because many of the controls in the Company's system of internal controls rely extensively on
manual review and approval, the successful operation of these controls may be required for several quarters prior to management being
able to conclude that the material weakness has been remediated.

 Limitations on the Effectiveness of Controls

 The effectiveness of any system of internal control
over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing,
operating and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of
internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not
absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you
that such improvements will be sufficient to provide us with effective internal control over financial reporting.

 Changes in Internal Control over Financial Reporting

 There have been no other changes in our internal control
over financial reporting that occurred during our fiscal year ended December 31, 2023 that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.

 Item 9B. Other Information

 None.

 Item 10. Directors and Executive Officers

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

 Name

 Age

 Positions and Offices to be Held

 Todd C. Buxton

 Chief Executive Officer, Vice Chairman and director

 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. In January 2011, Mr. Buxton
filed a petition for relief under Chapter 7 of the United States Bankruptcy Code in the Southern District of Ohio. In March 2014, Mr.
Buxton filed a motion to dismiss the case prior to discharge, which was granted in May 2014.

 The Company intends to retain a Chief Financial Officer
and expand its board of directors to include a majority of " independent directors " in the proximate future.

 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.

 Director Independence

 At present, our sole director is not " independent "
as defined under Rule 10A-3(b)(1) under the Exchange Act.

 Board Committees

 Our board of directors does not currently have an
audit committee, a compensation committee, or a corporate governance committee. As we expand our board in the future to add
" independent " directors, we intend to establish such committees, all the members of which will be " independent "
directors.

 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.

 Item 11. Executive Compensation

 Summary Compensation Table

 The table below summarizes all compensation awarded to, earned by or paid
to our executive officers for 2022, 2021, and 2020.

 SUMMARY COMPENSATION TABLE

 Name and

 principal position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 (#)

 Option

 Awards

 (#)

 Non-Equity

 Incentive Plan

 ($)

 Nonqualified

 Deferred

 Earnings

 ($)

 All Other

 ($)

 Total

 ($)

 Todd C. Buxton, CEO

 2023

 2022

 2021

 84,500

 84,500

 (1)

 Dr. Fussell resigned as an officer and director of the Company in August 2020.

 Employment Agreements

 The Company is presently party to an employment agreement with its executive
officer for compensation in cash and stock. No cash has been paid nor stock issued for the year ended December 31, 2023.

 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, 2023 for our executive officers.

 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 OPTION AWARDS

 STOCK AWARDS

 Name

 Securities

 Underlying

 Unexercised

 Options

 (#)

 Exercisable

 Securities

 Underlying

 Unexercised

 Options

 (#)

 Unexercisable

 Equity

 Incentive

 Plan

 Awards:

 Securities

 Underlying

 Unexercised

 Unearned

 Options

 (#)

 Option

 Exercise

 Price

 ($)

 Option

 Expiration

 Date

 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:

 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

 Compensation of Directors Table

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

 DIRECTOR COMPENSATION

 Name

 Fees Earned

 or

 Paid in Cash

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-Equity

 Incentive

 Plan

 ($)

 Non-Qualified

 Deferred

 Earnings

 ($)

 All Other

 ($)

 Total

 ($)

 Todd C. Buxton

 Narrative Disclosure to the Director Compensation Table

 We currently do not compensate our directors for their
services as such. When we expand our board to include " independent " directors we intend to implement a plan and compensate
them with a combination of cash and stock option awards, depending on our financial resources at that time.

 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. 331,867 Shares are reserved for issuance pursuant to the exercise of awards
under the Incentive Plan. The number of shares so reserved automatically adjusts upward on January 1 of each year, so that
the number of shares covered by the Incentive Plan is equal to 15% of our issued and outstanding common stock. As of the date of this
report, we have granted restricted stock awards of 3,625,000 shares to six consultants in 2017. No grants have been awarded since that
date.

 Item 12. Security Ownership of Certain Beneficial Owners and Management

 The following table sets forth, as of the date of
this annual report, 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.

 Names and addresses

 Number of shares of

 common stock

 beneficially owned (#)

 Percentage of Voting Power (1)

 Directors and executive officers:

 Todd C. Buxton

 (2)

 0.0

 All executive officers and directors as a group (one person)

 (2)

 0.0

 Other 5% percent beneficial owners:

 Omega Commercial Finance Corp.

 (2)

 80.0

 Under the rules of the SEC,
a person (or group of persons) is deemed to be a " beneficial owner " of a security if he or she, directly or indirectly,
has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security.

 (1)

 Based on 11,224,401 Shares, each having one vote per Share and 100,000 shares of Series AA Preferred Stock each having 450 votes per share outstanding as of the date of this annual report.

 (2)

 Omega holds 1,390,000 Shares of record and beneficially owns 1,000,000 Shares issuable upon conversion of 100,000 shares of Series AA Preferred Stock held by it of record. The persons deemed voting or dispositive control over the Shares held by Omega are Jon S. Cummings IV, Chairman of Board, director and the majority shareholder of Omega, Mark Feanny, MD, a director of Omega and Clarence Williams, a director of Omega.

 Item 13. Certain Relationships and
Related Transactions

 Related Party Transactions

 During the year ended December 31, 2023, the Company
sold 1,500,000 shares of its common stock, par value $.0001, to a related party for $1,500 or $.001/share.

 During the years ended December 31, 2023 and 2022,
Omega, the principal stockholder of the Company, made additional capital contributions to the Company of $31,040 and $73,650.

 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 each calendar. As of December 31, 2022 and
2021, no amounts had been advanced under this line of credit. Origination fees of $180,000 due to the Company have been added to the outstanding
balance due on the line of credit. At December 31, 2021, the Company established a full reserve against the outstanding balance, and at
December 31, 2023 and 2022, the loan receivable balance was $0.

 The second agreement, with Partners South Properties
Corporation (" PSPC "), provides for a revolving line of credit in the maximum principal sum of $5,000,000 for the purpose
of financing real property construction costs and working capital needs. The line of credit is secured by a pledge of all the capital
stock of PSPC. The maturity date of the line of credit is August 31, 2022 at which time the entire then outstanding principal balance
plus accrued interest thereon is due and payable. The fixed interest rate on the line of credit is 3.5% to be paid quarterly on
the first day of each calendar quarter. At December 31, 2021, the Company established a full reserve against the outstanding balance and
at December 31, 2023 and 2022, the loan receivable balance was $0.

 Review, Approval and Ratification of Related Party
Transactions

 The Company does not have a policy that expressly
prohibits its directors, officers, 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 its 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 once the Company adds independent
directors to its board, any such conflict may by a majority vote of independent directors.

 Item 14. Principal Accounting Fees and Services

 The total fees charged to the Company by our independent
registered public accounting firm, BFBorgers CPA PC, for audit-related services, including quarterly reviews, were $36,500 and $36,500
for the years ended December 31,2023 and 2022. The firm did not provide us with any tax or other services during either of such years.

 The SEC requires that before our independent registered
public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved
by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided
that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each
service, and such policies and procedures do not include delegation of the Audit Committee's responsibilities to management.

 We do not have an audit committee. Our Board
pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees paid during
2023 and 2022 were pre-approved by our Board.

 Item 15. Exhibits

 Exhibit

 Number

 Description

 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 (2)

 3.5

 Form of Amended and Restated Certificate of Designation of Series 2020 Convertible Preferred Stock (2)

 3.6

 Form of Certificate of Designation of Series AA Convertible Preferred Stock (2)

 3.7

 By-Laws (1)

 10.1

 2017 Incentive Stock Plan (3) *

 10.2

 Subscription Agreement with Dr. Assia Benhacene (4)

 10.3

 Subscription Agreement with Hoosier Real Estate Investors, LLC (5)

 10.4

 Loan Agreement with Partners South Holdings, LLC (3)

 10.5

 Loan Agreement with Partners South Properties Corporation (3)

 10.6

 Code of Ethics (3)

 10.7

 Subscription Agreement with Inn Properties, LLC (3)

 10.8

 Corporate Governance Management Agreement with Omega Commercial Finance Corporation (3)

 10.9

 Purchase Agreement with Parsons Energy Group LLC (6)

 10.10

 First Amendment to Purchase Agreement with Parsons Energy Group LLC (6)

 10.11

 Unwinding Agreement with Parsons Energy Group LLC (7)

 31.1

 Sec. 302 Certification of CEO (8)

 31.2

 Sec. 302 Certification of CFO (8)

 32.1

 Sec. 906 Certification of CEO (8)

 32.2

 Sec. 906 Certification of CFO (8)

 (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)

 Filed as exhibit to registrant's Registration Statement on Form S-1 (File No. 333-236371) and incorporated herein by reference Previously filed.

 (3)

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

 (4)

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

 (5)

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

 (6)

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

 (7)

 Filed as an exhibit to the registrant's Current Report on Form 8-K dated July 30, 2021 and incorporated herein by reference.

 (8)

 Filed herewith.

 * Management compensation
plan or arrangement.

 SIGNATURES

 Pursuant to the requirements of Section 13(a) 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.

 ALPHA INVESTMENT INC.

 By

 /s/ TODD C. BUXTON

 April 15, 2024

 TODD C. BUXTON

 Chief Executive Officer, Acting Chief Financial Officer

 In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 /s/ Todd C. Buxton

 Chief Executive Officer, Acting Chief Financial Officer and Director

 April 15, 2024

 TODD C. BUXTON

 Title (Principal Executive, financial and Accounting Officer

 Date