Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Alpha Lujo, Inc.Financial_Report.xls
EX-31.1 - CERTIFICATION - Alpha Lujo, Inc.alpha_ex311.htm
EX-32.1 - CERTIFICATION - Alpha Lujo, Inc.alpha_ex321.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended September 30, 2011

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

For the transition period from _____ to _____

Commission File Number: 333-156531

ALPHA LUJO, INC.
(Exact name of small business issuer as specified in its charter)

New York
 
20-5518632
(State of incorporation)
 
 (IRS Employer ID Number)

Alpha Lujo, Inc.
346 Kings Way,
South Melbourne, Vic 3205
(Address of principal executive offices)

+613 9690 1077
 (Issuer's telephone number)

 
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   Noo

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

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x   No o
  
The number of shares of the issuer’s common stock issued and outstanding as of November 8, 2011 was 26,120,667 shares.
 


 
 

 
TABLE OF CONTENTS
 
     
Page
 
PART I        
         
Item 1.
Financial Statements
    3  
Item 2.
Management’s Discussion and Analysis or Plan of Operation
    11  
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    13  
Item 4(T).
Controls and Procedures
    14  
           
PART II       15  
           
Item 1.
Legal Proceedings
    15  
Item IA.
Risk Factors
    15  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    15  
Item 3.
Defaults Upon Senior Securities
    16  
Item 4.
Submission of Matters to a Vote of Security Holders
    16  
Item 5.
Other Information
    16  
Item 6.
Exhibits
    16  

 
2

 
PART I
FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
Alpha Lujo, Inc.
(Formerly E Global Marketing Inc.)
Balance Sheets
   
September 30,
   
June 30,
 
   
2011
   
2011
 
   
(Unaudited)
       
             
Assets
           
             
Current assets:
           
   Cash and cash equivalents
 
$
6,706
   
$
15,865
 
      Total current assets
   
6,706
     
15,865
 
Investment in Zentric, Inc.
   
93,333
     
-
 
Total assets
 
$
100,039
   
$
15,865
 
                 
Liabilities and Stockholders' Equity (Deficit)
               
Current liabilities:
               
   Accounts payable and accrued expenses
 
$
32,450
   
$
24,300
 
   Due to related parties
   
27,266
     
22,666
 
      Total current liabilities
   
59,716
     
46,966
 
Other liabilities
   
-
     
-
 
Total liabilities
   
59,716
     
46,966
 
                 
Stockholders' equity (deficit):
               
   Preferred stock, $.001 par value; authorized
               
      5,000,000 shares, issued and outstanding 5,000,000 and 0 shares, respectively
   
5,000
     
5,000 
 
   Common stock, $.001 par value; authorized
               
      200,000,000 shares, issued and outstanding
               
      26,120,667 and 25,070,667 shares, respectively
   
26,121
     
25,071
 
   Additional paid-in capital
   
1,568,136
     
1,435,853
 
   Deficit
   
(1,558,934
)
   
(1,497,025
)
                 
      Total stockholders' equity (deficit)
   
40,323
 
   
(31,101
)
                 
Total liabilities and stockholders' equity (deficit)
 
$
100,039
   
$
15,865
 
 
See notes to financial statements.
 
 
3

 
 
 
Alpha Lujo, Inc.
 
(Formerly E Global Marketing Inc.)
 
Statements of Operations
 
(Unaudited)
 
       
   
Three Months Ended
 
   
September 30,
 
   
2011
    2010  
             
Continuing operations:
           
   Revenues
  $ -     $ -  
   Expenses:
               
      Consulting fees (stock-based)
    40,000       -  
      Other professional and consulting fees
    20,633       -  
      Other administrative expenses
    1,276       -  
   Total Expenses
    61,909       -  
   Loss from continuing operations
    (61,909 )     -  
Loss from discontinued operations (note 8)
    -       (9,450 )
Net loss
  $ (61,909 )   $ (9,450 )
                 
Net loss per share -
               
basic and diluted
               
    Loss from continuing operations
  $ (0.00 )   $ -  
    Loss from discontinued operations
    -       (0.00 )
                 
    Net loss
  $ (0.00 )   $ (0.00 )
                 
Weighted average number of shares
               
   outstanding - basic and diluted
    25,940,786       20,694,000  
 
See notes to financial statements.
 
 
4

 
 
Alpha Lujo, Inc.
 
(Formerly E Global Marketing Inc.)
 
Statements of Changes in Stockholders' Equity (Deficit)
 
                               
                            Total  
   
Preferred Stock
   
Common Stock,
   
Additional
         
Stockholders'
 
   
$.001 par value
   
$.001 par value
   
Paid-In
         
Equity
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
(Deficit)
 
                                           
 Balances, June 30, 2009
    -     $ -       20,644,000     $ 20,644     $ 15,456     $ (70,905 )   $ (34,805 )
   Issuance of shares in November 2009
                                                       
       charged to interest expense
    -       -       50,000       50       1,200       -       1,250  
    Net loss
    -       -       -       -       -       (22,102 )     (22,102 )
  Balances, June 30, 2010     -       -       20,694,000       20,694       16,656       (93,007 )     (55,657 )
Assumption of company liabilities by former
       officers and controlling stockholders
       pursuant to December 8, 2010 change in
       control transaction
    -       -       -       -       69,074       -       69,074  
Shares issued and committed to be issued
      pursuant to:
                                                       
      December 17, 2010 consulting
      Agreement
    -       -       26,667       27       7,973       -       8,000  
      January 5, 2011 Financial Advisor
      Agreement
    -       -       600,000       600       158,400       -       159,000  
      January 15, 2011 Consulting Agreement
    -       -       2,750,000       2,750       789,750       -       792,500  
      March 8, 2011 Consulting Agreement
    -       -       1,000,000       1,000       349,000       -       350,000  
 Sale of preferred stock to related party
    5,000,000       5,000       -       -       45,000       -       50,000  
     Net loss
    -       -       -       -       -       (1,404,018 )     (1,404,018 )
 Balance, June 30, 2011
    5,000,000       5,000       25,070,677       25,071       1,435,853       (1,497,025 )     (31,101 )
Unaudited:
                                                       
Shares issued pursuant to July 15, 2011
Consulting Agreement
    -       -       250,000       250       39,750       -       40,000  
      Shares committed to be issued to Zentric,
      Inc, pursuant to 7/16/11 Share  Exchange
     Agreement
    -       -       800,000       800       92,533       -       93,333  
    Net loss
    -       -       -       -       -       (61,909 )     (61,909 )
 Balance, September 30, 2011
    5,000,000     $ 5,000       26,120,677       26,121     $ 1,568,136     $ (1,558,934 )   $ 40,323  
 
See notes to financial statements.
 
 
5

 
 
Alpha Lujo, Inc.
 
(Formerly E Global Marketing Inc.)
 
Statements of Cash Flows
 
(Unaudited)
 
   
Three Months ended
 
   
September 30,
 
   
2011
   
2010
 
             
Cash flows from operating activities:
           
   Net loss
 
$
(61,909)
   
$
(9,450)
 
   Adjustments to reconcile net loss
               
      to net cash used in
               
      operating activities:
               
      Stock-based compensation
   
40,000
     
-
 
   Changes in operating assets and liabilities:
               
      Accounts payable and accrued expenses
   
8,150
     
7,605
 
                 
   Net cash used in operating activities
   
 (20,426)
     
 (1,845)
 
                 
Cash flows from investing activities
   
-
     
-
 
                 
Cash flows from financing activities:
               
   Increase in credit card liabilities
   
-
     
498
 
   Increase in due to related parties
   
4,600
     
827
 
                 
   Net cash provided by financing activities
   
4,600
     
1,325
 
                 
Decrease in cash and
               
   cash equivalents
   
(15,826)
     
(520)
 
                 
Cash and cash equivalents, beginning of period
   
15,865
     
720
 
                 
Cash and cash equivalents, end of period
 
$
39
   
$
200
 
                 
Supplemental disclosures of cash flow information:
               
   Interest paid
 
$
-
   
$
532
 
   Income taxes paid
 
$
-
   
$
-
 
                 
Non-cash investing and financing activities:
               
Acquisition of 6,666,667 shares of Zentric, Inc, common stock in exchange for 800,000 shares of Company common stock
 
$
93,333
   
$
-
 
 
See notes to financial statements.
 
 
6

 
 
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Alpha Lujo, Inc. (the “Company”), formerly E Global Marketing, Inc., was incorporated in New York on September 7, 2006.  The Company marketed various retail merchandise online at www.vitaminsnmore.net, www.rsvpfragrances.com, and www.rsvpgiftbaskets.com. In April and May 2010, in order to cut costs, the Company suspended its online retail store operations at these websites pending additional working capital. On December 8, 2010, the Company ceased its online retail store operations coincident to a change in control transaction (see Note 7). As a result, the online retail store operations have been accounted for as discontinued operations in the financial statements.

On January 31, 2011, the Company changed its name to Alpha Lujo, Inc.
 
NOTE 2 – INTERIM FINANCIAL STATEMENTS
 
The unaudited financial statements as of September 30, 2011 and for the three months ended September 30, 2011 and 2010 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q.  In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2011 and the results of operations and cash flows for the three months ended September 30, 2011 and 2010.  The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.  The results for the three months ended September 30, 2011 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending June 30, 2012.  The balance sheet at June 30, 2011 has been derived from the audited financial statements at that date.
 
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.  These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended June 30, 2011 as included in our report on Form 10-K.
 
NOTE 3 – GOING CONCERN UNCERTAINTY

The financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, as of September 30, 2011, the Company had negative working capital of $53,010.  Further, from inception to September 30, 2011, the Company incurred losses of $1,558,934. These factors create substantial doubt as to the Company’s ability to continue as a going concern.  The Company plans to improve its financial condition by obtaining new financing either by loans or sales of shares of its common stock.  Also, the Company plans to pursue acquisition prospects to attain profitable operations.  However, there is no assurance that the Company will be successful in accomplishing these objectives.  The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
 
NOTE 4 – INVESTMENT IN ZENTRIC, INC.

On July 20, 2011, the Company completed a Share Exchange Agreement with Zentric, Inc. (“Zentric”) pursuant to which the Company received 6,666,667 shares of Zentric common stock (approximately 8.9% of the issued and outstanding Zentric common stock after the exchange) in exchange for the Company’s issuance of 800,000 shares of Company common stock (approximately 3.1% of the issued and outstanding Company common stock after the exchange) to Zentric. Also on July 20, 2011, Ontex Holdings Limited (“OHL”), a related party (see Note 7), completed a Share Exchange Agreement with Zentric pursuant to which OHL received 10,000,000 shares of Zentric preferred stock (with voting rights equal to 200,000,000 shares) in exchange for OHL’s delivery of 2,000,000 shares of Company common stock held by it to Zentric.

The investment in Zentric, Inc. was valued at $93,333, the lower of (a) the fair value of the 800,000 shares of Company common stock using  the July 20, 2011 closing trading price of $0.16 per share ($128,000) and (b) the fair value of the 6,666,667 shares of Zentric common stock using the July 20, 2011 closing trading price of $0.014 per share ($93,333). At September 30, 2011 and November 16, 2011, the closing price of Zentric common stock was $0.016 per share and $0.011 per share respectively.

Zentric is a development stage battery technology company publicly traded and quoted on the OTC Bulletin Board. According to Zentric’s financial statements, Zentric had $252,103 in assets (including its $252,000 investment in Alpha Lujo, Inc.)  and $169,501 in liabilities at September 30, 2011. From inception on July 21, 2008 to September 30, 2011, Zentric reported $0 revenues and a net loss of $1,309,105.
 
 
7

 
 
NOTE 5 –DUE TO RELATED PARTIES
 
Due to related parties consist of:
       
 
September 30,
 
June 30,
 
 
2011
 
2011
 
Due to Alpha Wealth Financial Services Pty Ltd                
(entity controlled by the Company’s chief executive officer), interest at 0%, due on demand   $ 27,266     $ 22,666  
                 
Total
  $ 27,266     $ 22,666  
 
NOTE 6- CONVERTIBLE PROMISSORY NOTE
 
On March 30, 2009, the Company delivered a $10,000 promissory note to an investor in exchange for $10,000 cash. The note was non-interest bearing, was due on September 30, 2010, and was convertible (in part or in whole) into shares of Company common stock at a conversion price of $0.10 per share. On December 8, 2010, the Company’s former officers and controlling stockholders assumed all the Company’s liabilities, including the remaining $7,500 balance on the promissory note (which was subsequently satisfied), in connection with the change in control transaction (see Note 7).
 
On November 30, 2009, the Company issued 50,000 shares of common stock to the lender and the $1,250 fair value of the shares was charged to interest expense.
 
NOTE 7 – STOCKHOLDERS’ EQUITY
 
In September 2006, the Company issued 10,000,000 shares of its common stock to its former chief executive officer Patrick Giordano for $1,020 cash and services valued at $8,980 and 10,000,000 shares of its common stock to its former secretary William Hayde for services valued at $10,000.

In May 2008, the Company sold a total of 624,000 shares of its common stock to 34 investors at a price of $0.025 per share or $15,600 total.  On March 19, 2009, the Securities and Exchange Commission (the “SEC”) declared effective the Company’s registration statement on Form S-1 to register for resale the 624,000 shares at a price of $0.05 per share until the shares were quoted on the OTC Bulletin Board and thereafter at prevailing market prices; the Company did not receive any proceeds from any sales of such shares by the selling stockholders.

In November 2008, the company sold a total of 20,000 shares of its common stock to an investor at a price of $0.025 per share or $500 total.

On November 30, 2009, the Company issued 50,000 shares of common stock to the holder of a convertible promissory note (see Note 5).
 
 
8

 
 
On December 8, 2010, pursuant to a Stock Purchase Agreement dated November 23, 2010, the Company’s former officers and controlling stockholders sold a total of 20,000,000 shares of common stock, or approximately 96.6% of the 20,694,000 shares then outstanding, to six unaffiliated parties in a change in control transaction. In connection therewith, the Company’s former officers and controlling stockholders agreed to assume all the Company’s then liabilities (a total of $69,074), which were subsequently satisfied.

Effective December 17, 2010, the Company committed to issue 26,667 shares of Company common stock to The Eversull Group, Inc. as an annual retainer pursuant to the consulting agreement discussed in Note 9. The Company recognized the $8,000 fair value of the 26,667 shares (using the $0.30 per share closing trading price of our common stock on December 17, 2010) as consulting fees expense in the three months ended June 30, 2011. The 26,667 shares were issued on July 21,2011.

On January 5, 2011, the Company committed to issue 300,000 shares (issued April 5, 2011) of Company common stock to Network 1 Financial Securities, Inc. for services to be rendered in the three months ended March 31, 2011 pursuant to the consulting agreement discussed in Note 9. The Company recognized the $84,000 fair value of the 300,000 shares (using the $0.28 per share closing trading price of our common stock on January 5, 2011) as consulting fees expense in the three months ended March 31, 2011. Effective April 1, 2011, the Company committed to issue an additional 300,000 shares (issued June 14, 2011 to Network 1 and four Network 1 assignees) of Company common stock to Network 1 for services to be rendered in the three months ended June 30, 2011 pursuant to the consulting agreement. The Company recognized the $75,000 fair value of the 300,000 shares (using the $0.25 per share closing trading price of our common stock on April 1, 2011) as consulting fees expenses in the three months ended June 30, 2011.

On January 15, 2011, the Company committed to issue a total of 1,250,000 shares of Company common stock to Rock Sand Management Limited for services to be rendered in the three months ended March 31, 2011 pursuant to the consulting agreement discussed in Note 9. The Company recognized the $562,500 fair value of the 1,250,000 shares (using the $0.45 per share closing trading price of our common stock on January 15, 2011) as consulting fees expense in the three months ended March 31, 2011. Effective April 15, 2011, May 15, 2011 and June 15, 2011, the Company committed to issue 500,000 shares of common stock each month to Rock Sand for services to be rendered in the three months ended June 30, 2011 pursuant to the consulting agreement. The Company recognized the $230,000 fair value of the 1,500,000 shares (using the $0.18, $0.12 and $0.16 per share closing trading price of our common stock on April 15, 2011, May 15, 2011 and June 15, 2011, respectively for each 500,000 shares due monthly) as consulting fees expenses in the three months ended June 30, 2011. Of the total 2,750,000 shares committed to be issued for the six months ended June 30, 2011, 500,000 shares were issued April 5, 2011, 2,000,000 shares were issued June 14, 2011, and 250,000 shares were issued July 21, 2011.

On March 8, 2011, the Company committed to issue 1,000,000 shares of Company common stock to EastBridge Investment Group Corp. for services to be rendered pursuant to the consulting agreement discussed in Note 9. The Company recognized the $350,000 fair value of the 1,000,000 shares (using the $0.35 per share closing trading price of our common stock on March 8, 2011) as consulting fees expense in the three months ended March 31, 2011. The 1,000,000 shares were issued on April 5, 2011. A director of the Company is a control person of EastBridge.

In June 2011, the Company completed the sale of 5,000,000 shares of its Class A Super Voting Preferred Stock to Ontex Holdings Limited (“OHL”) for consideration of $50,000 received by us through the $50,000 reduction of our loan payable to Alpha Wealth Financial Services Pty Ltd (“AWFSP”). The Class A Super Voting Preferred Stock has 50 votes per share (total of 250,000,000 voting rights) voting with common holders as a group, but has no other rights, privileges, or preferences. Our chief executive officer William Tien controls AWFSP.

On July 15, 2011, the Company committed to issue 250,000 shares of common stock (issued July 21, 2011) to Rock Sand Management Limited pursuant to the consulting agreement discussed in Note 9. The Company recognized the $40,000 fair value of the 250,000 shares (using the $0.16 per share closing trading price of our common stock on July 15, 2011) as consulting fees expenses in the three months ended September 30, 2011.

On July 20, 2011, the Company committed to issue 800,000 shares of common stock (issued October 31, 2011) to Zentric, Inc. pursuant to a Share Exchange Agreement (see Note 4).

 
9

 
 
NOTE 8 – INCOME TAXES
 
No provisions for income taxes were recorded for the periods presented since the Company incurred losses in those periods.
 
Based on management‘s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the $189,204 net operating loss carryforwards as of September 30, 2011 will be realized.  Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at September 30, 2011.  The Company will continue to review this valuation allowance and make adjustments as appropriate.   The $189,204 net operating loss carryforwards expire $10,190 in 2027, $15,471 in 2028, $26,264 in 2029, $20,852 in 2030, $94,518 in 2031 and $21,909 in 2032.
 
Current income tax laws limit 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 9 – COMMITMENTS AND CONTINGENCIES
 
Consulting Agreements

Effective December 17, 2010, we executed a letter agreement with The Eversull Group, Inc. to perform specified investor relations services for the Company for a term of one year commencing January 1, 2011. The agreement provides for monthly cash compensation to Eversull of $500 and an annual retainer of $8,000 in the form of restricted shares of Company common stock on December 18 each year. After December 31, 2011, the agreement may be terminated by either party with 60 days prior written notice.

On January 5, 2011, we executed an agreement with Network 1 Financial Securities, Inc. (“Network 1”) to act as our financial advisor for a term of one year. The agreement provides for compensation to Network 1 in the form of a total of 1,200,000 shares of Company common stock, of which 300,000 shares were payable upon signing of the agreement, and 300,000 shares payable on each of April 1, 2011, July 1, 2011, and October 1, 2011. The agreement may be terminated after 3 months by either party with 15 days prior written notice. Effective June 30, 2011, we suspended this agreement pending completion of a transaction with an operating company.     

On January 15, 2011, we entered into a Consulting Agreement with Rock Sand Management Limited (“Rock Sand”) (a British Virgin Islands company beneficially owned by Ms. Serena Kao, a former director of the company), to perform specified consulting services for the Company for a term of 24 months. The agreement provides for compensation to Rock Sand in the form of up to a total of 12,000,000 shares of Company common stock, 500,000 shares payable every month commencing on the date of the agreement. The agreement may be terminated by the Company with prior written notice to Rock Sand, in which case Rock Sand will not be entitled to receive any additional shares other those issuable in respect of services provided up to the date of termination. Effective July 14, 2011, the agreement was terminated.

In connection with the change of control of the Company which occurred on December 8, 2010, EastBridge Investment Group Corp. (“EastBridge”) received 1,142,350 shares of common stock of the Company. On March 8, 2011, we executed a Consulting Agreement with EastBridge to perform specified consulting services to the Company for a term of 3 months commencing February 21, 2011. The agreement provided for compensation to EastBridge in the form of a total of 1,000,000 shares of Company common stock. A director of the Company is also the chief financial officer of EastBridge.  

Stock Exchange Agreement with Alpha Lujo Electric Vehicle Pty Ltd

On March 30, 2011, the Company entered into a Stock Exchange Agreement with Alpha Lujo Electric Vehicle Pty Ltd (a State of Victoria Australia corporation operating as a development stage electric vehicle company) (“ALEVP”) and the shareholders of ALEVP which provided for ALEVP shareholders to exchange their ALEVP shares for a total of 50,000,000 shares of our common stock, thereby making ALEVP a wholly owned subsidiary of the Company. The parties agreed that the closing of the transaction would occur on or before May 31, 2011. The closing of the transaction, which was subject to satisfaction of certain conditions by the parties, did not occur.

Alpha Wealth Financial Services Pty Ltd (“AWFSP”), which owned approximately 7.5% of our outstanding common stock at March 30, 2011, also owned approximately 40% of the common stock of ALEVP at March 30, 2011. Our chief executive officer William Tien is the managing member of AWFSP.  
 
 
10

 

Item 2. Management’s Discussion and Analysis or Plan of Operations.

As used in this Form 10-Q, references to the “ALEV,” Company,” “we,” “our” or “us” refer to E Global Marketing, Inc. Unless the context otherwise indicates.

Forward-Looking Statements

Matters discussed in this document may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their businesses. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

Alpha Lujo, Inc. desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words “believe,” “expect,” “anticipate,” “intends,” “estimates,” “forecast,” “project” and similar expressions identify forward-looking statements.

The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s discussion and analysis or plan of operations. Although we believe that these assumptions were reasonable when made, these statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date of this report.
 
Our future and future business is subject to numerous risks and uncertainties. For a description of such risks and uncertainties refer to our Form 10-K for the fiscal year ended June 30, 2011 filed with the Securities and Exchange Commission on November 21, 2011. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
 
11

 
 
Business Overview

We were incorporated under the laws of the State of New York on September 7, 2006 under the name of e Global Marketing, Inc.  Our business plan initially focused on marketing and selling of diversified consumer products and services by building a “family” of online retail stores utilizing fulfillment companies and drop shipping manufacturers.  The Company believed this business model allows it to be more flexible in the competitive online marketplace.  In May of 2010, the Company suspended operations of its online retail stores located at www.vitaminsnmore.net, www.rsvpfragrances.com, and www.rsvpgiftbaskets.com in preparation for the proposed transaction as outlined in the non-binding Letter of Intent (LOI) entered into by the Company with Murdoch Security Group dated November 18, 2009.  As of July 31, 2010, the LOI entered into between the Company and Murdoch Security Group expired, and all negotiations between both parties ceased at that time.  

On December 8, 2010, we effected a change of control of our Company. Please refer to our Form 8-K filed with the Securities and Exchange Commission on December 14, 2011. In connection with the change of control, Mr. William Tien was appointed as President, Chief Financial Officer, and director of the Company.
 
On February 3, 2011, the Company filed a Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of New York which gave effect to the following (“Charter Amendments”).
 
1. The change of the Company’s name to Alpha Lujo, Inc.
 
2. The increase of the Company’s authorized shares of common stock to 200,000,000 shares from 50,000,000 shares, each with a par value of $0.001.
 
On January 20, 2011, shareholders holding approximately 96.6% of the total issued and outstanding shares of common stock approved the Charter Amendments pursuant to written consents in lieu of a formal meeting.

On March 30, 2011, we entered into a Stock Exchange Agreement (“Stock Exchange Agreement”) with Alpha Lujo Electric Vehicle Pty. Ltd., a State of Victoria (Australian) corporation (“Alpha Lujo-Australia”) and its shareholders.  The Company has not concluded the transaction with Alpha Lujo-Australia, however, both parties are continuing to negotiate a proposed transaction. No assurances can be provided that a transaction between the parties will be concluded between the parties.

Alpha Lujo-Australia is a development-stage electric vehicle company, and has developed innovative electric vehicle technology that utilizes existing car bodies from Chinese petrol-engine cars. Currently, this company is working towards meeting important safety standards in a number of countries.

 Plan of Operation

Our plan of operations is to seek other business opportunities to review and analyze for purposes of effecting a business acquisition or combination, including a potential transaction with Alpha Lujo-Australia. The business acquisition or combination may be in the form of a merger, stock for stock, stock for assets, or joint venture type of transaction. As of the date of this Report, the Company has no agreement in place for any business acquistion or combination.  The Company is actively exploring for potential business opportunities through its officers, directors, and consultants. No specific industry or business has been targeted by the Company. The Company can not predict whether it will be successful in its efforts to identify an acceptable merger or business combination candidate.
 
The Company estimates that it will require an approximate minimum of $50,000 in the next 12 months, which includes, legal, accounting, and other consulting fees. The projected legal and accounting fees related to the Company’s reporting requirements under the Exchange Act of 1934. The Company expects to incur addition legal and accounting fees in order to effect a merger, share exchange or business combination transaction.  The amount of such legal and accounting fees can not be predicted at this time. Other than as stated herein, the Company has no other capital commitments.

 
12

 
 
Results of Operations

During the three months ended September 30, 2011, the Company had no revenues and incurred a net loss of $61,909, as compared to no revenues and net loss of $9,450 for the same three months ended September 30, 2010.  

Revenues

There were no operating revenues in the three months ended September 30, 2011 which is the same as no operating revenues in three months ended September 30, 2010.
 
Liquidity and Capital Resources

As of September 30, 2011, the Company had a cash balance of $6,706 and a working capital deficit of $53,010. The Company does not believe that such funds will be sufficient to fund its expenses over the next twelve months.  There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.  Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

Employees

We have no employees other than our executive officer, William Tien, who also is a member of our board of directors.  All functions including development, strategy, negotiations and administration are currently being provided by our executive officer.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
 
 
13

 
 
Item 4(T).    Controls and Procedures.

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officers have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
 
Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 
14

 
 
PART II
OTHER INFORMATION

Item 1.   Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A.   Risk Factors

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
 
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

On July 15, 2011, the Company committed to issue 250,000 shares of common stock (issued July 21, 2011) to Rock Sand Management Limited pursuant to a consulting agreement.

On July 20, 2011, the Company completed a Share Exchange Agreement with Zentric, Inc. (“Zentric”) pursuant to which the Company received 6,666,667 shares of Zentric common stock (approximately 8.9% of the issue and outstanding Zentric common stock after the exchange) in exchange for the Company’s issuance of 800,000 shares of Company common stock (approximately 3.1% of the issued and outstanding Company common stock after the exchange) to Zentric. 

The issuance of the securities described above was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D and Section 4(2) and/or Regulation S thereof and such other available exemptions. We made this determination based on the representations of the recipients.

 
15

 
 
Purchases of equity securities by the issuer and affiliated purchasers

None.

Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities.

None.

Item 4.    Submission of Matters to a Vote of Security Holders.

There was no matter submitted to a vote of security holders during the fiscal quarter ended September 30, 2011.

Item 5.    Other Information.

None
 
Item 6. Exhibits

Exhibit No.
 
Description
     
31.1
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
101.INS **
 
XBRL INSTANCE DOCUMENT
     
101.SCH **
 
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
     
101.CAL **
 
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
     
101.DEF **
 
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
     
101.LAB **
 
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
     
101.PRE **
 
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
_________________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
16

 
 
SIGNATURES

In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
ALPHA LUJO, INC.
       
Dated: November 18, 2011
 
By:  
/s/William Tien
   
Name:  
William Tien
   
Title:
President (Principal Executive Officer), and Principal
Financial Officer

 

 
17