U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: June 30, 2005

                         Commission File Number: 0-13628

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

                                     Nevada
                                     ------
         (State or other jurisdiction of incorporation or organization)

                                   13-3183646
                                   ----------
                        (IRS Employer Identification No.)

                                    Room 710
                                Zhou Ji Building
                                No. 16 Ande Road
                               Dongcheng District
                              Beijing, 100011 China
                              ---------------------
                    (Address of principal executive offices)

                                011-852-2602-3761
                                -----------------
                           (Issuer's Telephone Number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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    No      .
    -----     -----

The number of shares of the  registrant's  only class of common stock issued and
outstanding,  as of November 29, 2005:  100,085,393  shares of Common Stock were
issued and outstanding.


<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS







                              ALPHA SPACECOM, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                           Quarter Ended June 30, 2005
















                                                                               2

<PAGE>




                              ALPHA SPACECOM, INC.
                        Consolidated Financial Statements
                                   (Unaudited)


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

FINANCIAL STATEMENTS

         Consolidated balance sheet                                          F-1
         Consolidated statements of operations                               F-2
         Consolidated statements of stockholders' deficit                    F-3
         Consolidated statements of cash flows                               F-4
         Notes to consolidated financial statements                          F-6


                                                                               3

<PAGE>


                              ALPHA SPACECOM, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                                                                   Jun. 30, 2005
                                                                   -------------
   ASSETS

  Current assets
        Cash                                                       $        --
        Other receivables, deposits and prepayments                         --
                                                                   -----------
               Total current assets                                         --
                                                                   -----------

        Fixed assets, net                                                   --
                                                                   -----------

  Total Assets                                                     $        --
                                                                   ===========

LIABILITIES & STOCKHOLDERS' DEFICIT

  Current liabilities
        Accrued payables                                           $   514,427
        Related party advances                                       1,402,414
        Shareholder advances                                                --
                                                                   -----------
            Total current liabilties                                 1,916,841
                                                                   -----------

  Total Liabilities                                                  1,916,841
                                                                   -----------

  Stockholders' Deficit
        Preferred stock, 50,000,000 shares authorized:
            Series A, $.001 par value; 23,000 shares designated;
               7% cumulative, convertible; 23,000 shares
               issued and outstanding                                       23
            Series B, $.001 par value
               10,000,000 shares designated; convertible;
               9,531,556 shares issued and
               outstanding                                               9,531
        Common stock, $.001 par value;
            250,000,000 shares authorized;
            14,103,846 shares issued and
             outstanding                                                14,103
        Common stock subscribed                                        (50,000)
        Additional paid in capital                                     420,034
        Deficit accumulated during the development stage            (2,310,532)
                                                                   -----------

  Total Stockholders' Deficit                                       (1,916,841)
                                                                   -----------

  Total Liabilities and Stockholders' Deficit                      $        --
                                                                   ===========


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

                                       F-1

                                                                               4

<PAGE>

<TABLE>
                              ALPHA SPACECOM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<CAPTION>
                                                                                                  Period From
                                                                                                 Aug. 19, 1998
                                  Three months     Six months      Three Months    Six months     (Inception)
                                      Ended           Ended           Ended           Ended           To
                                 Jun. 30, 2005    Jun. 30, 2005   Jun. 30, 2004   Jun. 30, 2004  Jun. 30, 2005
                                  ------------    ------------    ------------    ------------    ------------
<S>                               <C>             <C>             <C>             <C>             <C>
Revenue                           $         --    $         --    $         --    $         --    $         --
                                  ------------    ------------    ------------    ------------    ------------

Operating expenses:
     General and administrative         44,457          57,730          46,000          72,499       1,877,498
                                  ------------    ------------    ------------    ------------    ------------
                                        44,457          57,730          46,000          72,499       1,877,498
                                  ------------    ------------    ------------    ------------    ------------

Gain (loss) from operations            (44,457)        (57,730)        (46,000)        (72,499)     (1,877,498)
                                  ------------    ------------    ------------    ------------    ------------

Other income (expense):
     Cost of share exchange                 --              --              --              --        (415,013)
     Interest expense                       --              --              --              --         (18,137)
     Other                                  --              --              --              --             116
                                  ------------    ------------    ------------    ------------    ------------
                                            --              --              --              --        (433,034)
                                  ------------    ------------    ------------    ------------    ------------
Income (loss) before
     provision for income taxes        (44,457)        (57,730)        (46,000)        (72,499)     (2,310,532)

Provision for income tax                    --              --              --              --              --
                                  ------------    ------------    ------------    ------------    ------------

Net income (loss)                 $    (44,457)   $    (57,730)   $    (46,000)   $    (72,499)   $ (2,310,532)
                                  ============    ============    ============    ============    ============

Net income (loss) per share
(Basic and fully diluted)         $      (0.00)   $      (0.00)   $      (0.00)   $      (0.01)
                                  ============    ============    ============    ============

Weighted average number of
common shares outstanding           13,770,513      13,687,179      12,263,363      12,263,363
                                  ============    ============    ============    ============
</TABLE>

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

                                       F-2

                                                                               5

<PAGE>

<TABLE>
                              ALPHA SPACECOM, INC.
                          (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                   (Unaudited)
                                                                                                            Deficit
                                                                                                          Accumulated
                            Common Stock    Preferred Series A  Preferred Series B    Common                During the    Stock-
                                  ($.001 Par)      ($.001 Par)          ($.001 Par)    Stock     Paid In   Development    holders'
                        Shares (1)   Amount  Shares   Amount     Shares    Amount    Subscribed  Capital      Stage       Deficit
                        ---------- --------- ------  --------  --------- ----------  ----------  --------  -----------  -----------
<S>                     <C>        <C>        <C>    <C>       <C>       <C>         <C>         <C>       <C>          <C>
Balances at
   December 31, 2003    11,928,600 $  11,929  23,000 $     23  9,626,000 $    9,626  $       --  $140,397  $(2,182,384) $(2,020,409)

Issuance of common
   stock for receivable    166,667       166      --       --         --         --     (50,000)   49,834           --           --

Compensatory
   stock issuances       1,158,579     1,158      --       --         --         --          --   230,558           --      231,716

Conversion of
   preferred series B      350,000       350      --       --    (38,889)       (39)         --      (311)          --           --

Gain (loss)
   for the year                 --        --      --       --         --         --          --        --      (70,418)     (70,418)
                        ---------- ---------  ------ --------  --------- ----------  ----------  --------  -----------  -----------
Balances at
   December 31, 2004    13,603,846 $  13,603  23,000       23  9,587,111      9,587  $  (50,000) $420,478  $(2,252,802) $(1,859,111)

Conversion of
   preferred series B      500,000       500      --       --    (55,555)       (56)         --      (444)          --           --

Gain (loss)
   for the period               --        --      --       --         --         --          --        --      (57,730)     (57,730)
                        ---------- ---------  ------ --------  --------- ----------  ----------  --------  -----------  -----------
Balances at
   June 30, 2005        14,103,846 $  14,103  23,000       23  9,531,556      9,531  $  (50,000) $420,034  $(2,310,532) $(1,916,841)
                        ========== =========  ====== ========  ========= ==========  ==========  ========  ===========  ===========

(1) As adjusted for 1 for 10 reverse common stock split on June 16, 2005

</TABLE>

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

                                       F-3

                                                                               6


<PAGE>

<TABLE>
                              ALPHA SPACECOM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>
                                                                               Period From
                                                                              Aug. 19, 1998
                                                 Six months     Six Months     (Inception)
                                                    Ended          Ended           To
                                                Jun. 30, 2005  Jun. 30, 2004  Jun. 30, 2005
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
Cash Flows From Operating Activities:

     Net income (loss)                           $   (57,730)   $   (72,499)   $(2,310,532)

     Adjustments to reconcile net loss to
     net cash provided by (used for)
     operating activities:
          Depreciation and amortization                   --            449        117,270
          Asset write offs                                --             --          3,479
          Bad debts                                       --             --          2,777
          Receivables, deposits & prepayments             --          2,071             --
          Cost of share exchange                          --             --        107,093
          Accrued payables                            43,326         17,664        569,414
          Compensatory stock issuances                    --             --            600
                                                 -----------    -----------    -----------
               Net cash provided by (used for)
               operating activities                  (14,404)       (52,315)    (1,509,899)
                                                 -----------    -----------    -----------

Cash Flows From Investing Activities:
         Fixed asset purchases                            --             --       (120,749)
                                                 -----------    -----------    -----------
               Net cash provided by (used for)
               investing activities                       --             --       (120,749)
                                                 -----------    -----------    -----------

</TABLE>

                          (Continued On Following Page)


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

                                       F-4

                                                                               7
<PAGE>

<TABLE>
                              ALPHA SPACECOM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                         (Continued From Previous Page)

<CAPTION>
                                                                               Period From
                                                                              Aug. 19, 1998
                                                 Six months     Six Months     (Inception)
                                                    Ended          Ended           To
                                                Jun. 30, 2005  Jun. 30, 2004  Jun. 30, 2005
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
   Cash Flows From Financing Activities:
            Sales of common stock                         --             --         54,282
            Related party advances                    14,404         52,315      2,113,573
            Related party repayments                      --             (2)      (713,936)
            Shareholder advances                          --             --        176,729
                                                 -----------    -----------    -----------
                  Net cash provided by (used for)
                  financing activities                14,404         52,313      1,630,648
                                                 -----------    -----------    -----------
   Net Increase (Decrease) In Cash                        --             (2)            --

   Cash At The Beginning Of The Period                    --            440             --
                                                 -----------    -----------    -----------

   Cash At The End Of The Period                 $        --    $       438    $        --
                                                 ===========    ===========    ===========


   Schedule Of Non-Cash Investing And Financing Activities

   2005
   ----
   None

   Supplemental Disclosure

   Cash paid for interest                        $        --    $        --    $        --
   Cash paid for income taxes                    $        --    $        --    $        --

</TABLE>


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

                                       F-5


                                                                               8

<PAGE>

                      ALPHA SPACECOM, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Alpha Spacecom,  Inc.  formerly,  Tridon  Enterprises,  Inc. (the "Company") was
incorporated  in the State of  Colorado  in 1983 under the name  Turco  Computer
Systems,  Inc. The Company has conducted limited  operations in the formation of
satellite  communications  partnerships  and is considered a  development  stage
company as more fully defined in Financial  Accounting Standards Board Statement
No.7.  On  December  10,  2001,  pursuant  to the  terms of the  share  exchange
agreement,  the Company acquired from Alpha Sky Investment Limited ("Alpha Sky")
all of its equity  interest in Accuhigh  Investments  Limited,  a British Virgin
Islands  company and Tidy Sum  Investments  Limited,  a British  Virgin  Islands
company  in  exchange  for  10,000,000  shares of  convertible  preferred  stock
convertible into 900,000,000 shares of common stock of Company.  The transaction
resulted in Alpha Sky obtaining a majority voting  interest in the Company.  For
accounting  purposes,  the  transaction  has been treated as an acquisition  and
re-capitalization  of the Company.  The historical financial statements prior to
December 10, 2001 are those of Alpha Sky.

Basis of Presentation
---------------------

The accompanying unaudited financial statements have been prepared in accordance
with the  instructions  to Form 10-QSB and do not include all of the information
and  disclosures  required  by  generally  accepted  accounting  principles  for
complete  financial  statements.  All  adjustments  which are, in the opinion of
management,  necessary for a fair  presentation of the results of operations for
the  interim  periods  have  been  made  and are of a  recurring  nature  unless
otherwise  disclosed herein.  The results of operations for such interim periods
are not necessarily indicative of operations for a full year.

Principles of consolidation
---------------------------

The accompanying consolidated financial statements include the accounts of Alpha
Spacecom, Inc. and its wholly owned subsidiaries.  All intercompany accounts and
transactions have been eliminated in consolidation.

Use of Estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  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  period.  Actual  results
could differ from those estimates.


                                       F-6

                                                                               9
<PAGE>

                      ALPHA SPACECOM, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1. ORGANIZATION,  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):

Property and equipment
----------------------

Property and equipment are recorded at cost and  depreciated  under the straight
line method over each item's estimated useful life.

Cash and cash equivalents
-------------------------

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.

Revenue recognition
-------------------

Revenue is recognized on an accrual basis as earned under contract terms.

Income tax
----------

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109 ("SFAS 109").  Under SFAS 109 deferred taxes are provided on a
liability  method  whereby  deferred tax assets are  recognized  for  deductible
temporary   differences  and  operating  loss  carryforwards  and  deferred  tax
liabilities  are  recognized  for  taxable  temporary   differences.   Temporary
differences  are the  differences  between  the  reported  amounts of assets and
liabilities and their tax bases.  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.  Deferred
tax assets and  liabilities  are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

Net income (loss) per share
---------------------------

The net income (loss) per share is computed by dividing the net income (loss) by
the weighted  average number of shares of common  outstanding.  Warrants,  stock
options,  and  common  stock  issuable  upon  the  conversion  of the  Company's
preferred  stock (if any),  are not  included in the  computation  if the effect
would be  anti-dilutive  and would  increase the  earnings or decrease  loss per
share.

Financial Instruments
---------------------

The carrying value of the Company's  financial  instruments,  as reported in the
accompanying balance sheets, approximates fair value.

                                       F-7

                                                                              10
<PAGE>

                      ALPHA SPACECOM, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1. ORGANIZATION,  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):

Long-Lived Assets
-----------------

In accordance  with Statement of Financial  Accounting  Standard 144 "Accounting
for the  Impairment or Disposal of  Long-Lived  Assets",  the Company  regularly
reviews the carrying  value of intangible  and other  long-lived  assets for the
existence of facts or  circumstances,  both internally and externally,  that may
suggest impairment. If impairment testing indicates a lack of recoverability, an
impairment  loss is  recognized  by the  Company  if the  carrying  amount  of a
long-lived asset exceeds its fair value.

Foreign Currency
----------------

The Company currently conducts limited operations,  and has chosen the US dollar
as its  designated  operating  currency.  If the  Company's  foreign  operations
increase,  it will in all  likelihood  designate the currency of each country in
which it operates as the functional  operating  currency for that area, at which
time foreign  assets and  liabilities  will  generally be  translated  into U.S.
dollars at current  exchange  rates,  and revenues and  expenses  translated  at
average exchange rates during the year. Resulting  translation  adjustments will
be reflected as a separate component of stockholders'  equity.  Foreign currency
transaction gains and losses will be included in consolidated operations.

NOTE 2. GOING CONCERN

The Company  has  suffered  recurring  losses  from  operations  and has a large
working capital  deficit.  These conditions  raise  substantial  doubt about the
Company's  ability  to  continue  as a going  concern.  The  Company  may  raise
additional capital through the sale of its equity securities,  through offerings
of debt  securities,  or through  borrowings  from  financial  institutions.  In
addition,  the Company  hopes to generate  revenues  from the  establishment  of
satellite communications networks in East Asia. Management believes that actions
presently being taken to obtain  additional  funding provide the opportunity for
the Company to continue as a going concern.

NOTE 3. RELATED PARTY TRANSACTIONS

The Company has  financed  its general  and  administrative  expenses  primarily
through  advances  from officers and  shareholders.  During the six months ended
June 30, 2005, the Company was advanced approximately $14,000 by related parties
for  general  and  administrative  expenses.  At June 30,  2005 the  Company had
$1,402,414  in  Directors  and  shareholder   advances  outstanding  which  were
unsecured, non-interest bearing and due on demand.

                                       F-8

                                                                              11
<PAGE>

                      ALPHA SPACECOM, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4.  STOCKHOLDERS' EQUITY

Preferred stock
---------------

Series A:

Each Series A share has a par value of $.001,  is convertible  into 40 shares of
the Company's common stock with no further  consideration,  and yields dividends
at 7.0% per annum.

Series B:

Each Series B share has a par value of $.0001 ($.001 in 2003) and is convertible
into 90 shares of the Company's common stock with no further consideration.  The
Series B has preferential liquidation rights but no preferential dividend rights
to common stock.



                                       F-9

                                                                              12
<PAGE>

                      ALPHA SPACECOM, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5.  LEGAL PROCEEDINGS

In November,  2004,  a lawsuit was filed in the District  Court for the City and
County of Denver,  Colorado by certain former Officers and Directors claiming to
represent  the Company  and by Tridon  Trust (an entity  controlled  by a former
Director) as  Plaintiffs  (collectively  referred to as "Former  Directors"  and
"Tridon") The suit sought to have the Court confirm the alleged  resignation  of
Mr. Xuedong Hu, Chief Executive Officer and current Director, and Mr. Jian Wang,
current  Director,  each  of who  asserted  that  they  had not  resigned  their
respective  positions  with the  Company.  The action also sought to rescind the
2001 Share Exchange  Agreement with Alpha Sky Investment  Limited  ("Alpha Sky")
through which Mr. Hu received his beneficial  ownership interest in the Company.
In  January,  2005,  a motion to  dismiss  was filed on behalf of Mr. Hu and Mr.
Wang, which denied the allegations contained in the compliant.

A hearing was held on various motions filed in this matter on March 18, 2005. On
March 30, 2005, a Colorado  District Court Judge signed an Order ruling that Mr.
Hu retained his beneficial  ownership in the Company's common stock and that the
attempt  by the  Former  Directors  to  remove  Mr. Hu and Mr.  Wang from  their
positions as  Directors  did not comply with  Colorado  law. The Judge also held
that a Board  meeting held on October 1, 2004 and continued to October 15, 2004,
lacked a quorum and could not  effectively  terminate  Mr. Hu's  position as the
Company's  CEO.  Finally,  the Court ruled as valid a demand  tendered by Mr. Hu
that the Company hold a special shareholders meeting to consider the election of
Directors and other matters pursuant to the laws of the State of Colorado.  This
meeting was held June 13, 2005.

On March 25, 2005,  Tridon  filed a voluntary  notice of dismissal of its claims
with the Colorado Court. Subsequent to the Court's March 30, 2005 written Order,
Tridon  filed a motion  asking the Court to vacate its Order and declare that it
lacked  jurisdiction  as a result of the notice of  dismissal.  In the  filings,
Tridon  claimed  that the  voluntary  notice of  dismissal  removes  the Court's
authority  to sign the  written  order,  and that the oral  ruling was not valid
until  reduced to writing  and  signed.  Mr. Hu, Mr.  Wang,  and Alpha Sky filed
responses to the Tridon  filings,  arguing  that the Order  entered by the Court
remains valid. On May 11, 2005, the Court issued a second Order stating that its
original order was entered March 18, 2005,  prior to the dismissal,  and that it
retained jurisdiction to sign and enforce its written Order.

Tridon  filed a notice of appeal  with the  Colorado  Court of Appeals  June 15,
2005;  Case No. 05 CA 1244.  Tridon also filed a Petition for Rule To Show Cause
with the Colorado Supreme Court on June 15, 2005; Case No. 05SA180.  On June 22,
2005, the Colorado Supreme Court denied the Petition.  The Court of Appeals case
remains pending, and is in its early stages.


                                      F-10

                                                                              13
<PAGE>

                      ALPHA SPACECOM, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5.  LEGAL PROCEEDINGS (Continued):

While that appeal is pending,  the Colorado District Court's Orders of March 18,
2005  and May 11,  2005 are in  effect.  Those  Orders  provide  that the  Board
meetings removing Mr. Hu and Mr. Wang were not valid, and as a result Mr. Hu was
not properly or lawfully  removed as the Company's CEO or a member of the Board.
Similarly,  Mr.  Wang was not  properly or  lawfully  removed  from the Board of
Directors. In reliance upon this Court Order, Messrs. Hu and Wang have continued
to serve as Officers and Directors.

On May 3, 2005, Tridon Trust as plaintiff,  filed a suit in the Federal District
Court  located  in  Los  Angeles,  California,  naming  Xuedong  Hu,  Alpha  Sky
Investment  Limited,  and Alpha Spacecom  Company Limited as defendants.  Tridon
Trust is a shareholder of the Company,  and Alpha Spacecom  Company Limited is a
subsidiary of the Company as a result of the prior Share  Exchange  Agreement of
December  10,  2001.  The suit  seeks  damages  based  upon  alleged  fraud  and
misrepresentations  leading up to the Share Exchange Agreement closing. The suit
also seeks to rescind the Share Exchange Agreement.

On the date  filed,  Tridon  Trust  also  asked  the  Court  to enter  temporary
injunctive   relief   requiring   that  Xuedong  Hu  provide   certain   alleged
representatives of Alpha Spacecom,  Inc. with the current SEC codes necessary to
file documents through the Edgar system. The Judge denied Tridon Trust's request
on May 3, 2005.

Mr. Hu and Alpha Sky  Investment  Limited  filed a motion to dismiss  all of the
claims  in  this  case.  Prior  to  the  date  set  for  hearing,  the  attorney
representing  Tridon Trust filed a First Amended Complaint,  changing the claims
and the parties. Alpha Sky Investment Limited and Alpha Spacecom Company Limited
are no longer  defendants,  Alpha Spacecom,  Inc. has been added as a plaintiff,
and the  Securities and Exchange  Commission has been added as a defendant.  The
Company under the current Board of Directors did not authorize this action.

The First  Amended  Complaint  filed in the case seeks to have the Court declare
that the actions  taken at the June 13, 2005  special  shareholder  meeting were
invalid based upon alleged violations of Federal securities laws relating to the
information required for a valid proxy statement.  The allegations also question
the ownership interest in a large block of Series B Preferred Convertible Stock,
9,777,775 shares in total.

The outcomes of this suit and of the case pending  before the Colorado  Court of
Appeals are undecided at the current  time. A ruling by either Court  rescinding
the results of the June 13, 2005 shareholders'  meeting or recognizing  previous
removal of the current


                                      F-11

                                                                              14
<PAGE>

                      ALPHA SPACECOM, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5.  LEGAL PROCEEDINGS (Continued):

Board could restore control of the Company to the Former  Directors.  The Former
Directors  could recognize  obligations,  contracts and expense amounts for 2004
not recognized by the current Board.  Therefore, a Court ordered change in Board
control of the Company could result in substantial  and material  changes to the
2004 financial  statements.  Such possible changes are currently  indeterminable
and inestimable.

NOTE 6. REORGANIZATION AND REVERSE STOCK SPLIT

On June 13, 2005 the Company held a special  shareholders meeting in Beijing. As
a result of the meeting,  the Company was  reorganized as a Nevada  corporation,
with  200,000,000  authorized  common  shares,  $.001 par value,  and 50,000,000
authorized  preferred shares, $.001 par value. The Company also affected a 1 for
10  reverse  stock  split,  with  every 10  common  shares  outstanding  (or the
convertible equivalent if preferred stock) becoming 1 share.


                                      F-12

                                                                              15
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following  discussion  should be read in conjunction with the Financial
Statements and notes thereto included herein. In connection with, and because it
desires  to take  advantage  of, the "safe  harbor"  provisions  of the  Private
Securities Litigation Reform Act of 1995, the Company cautions readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on the behalf of the Company,
whether or not in future filings with the  Securities  and Exchange  Commission.
Forward-looking  statements are  statements not based on historical  information
and which relate to future  operations,  strategies,  financial results or other
developments.  Forward looking  statements are necessarily  based upon estimates
and assumptions that are inherently  subject to significant  business,  economic
and competitive  uncertainties and  contingencies,  many of which are beyond the
Company's control and many of which, with respect to future business  decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any  forward-looking  statements  made by, or on behalf of, the Company.  The
Company disclaims any obligation to update forward-looking statements.

OVERVIEW

     Alpha Spacecom, Inc., formerly, Tridon Enterprises, Inc. ("we, "us," "our,"
or the "Company"),  was  incorporated in the State of Colorado in 1983 under the
name "Turco Computer Systems,  Inc." Prior to the acquisition described below we
were seeking strategic  partnerships  with companies in the satellite  business.
However,  due to the  difficulty  in raising  working  capital  to  execute  our
business plans, we have ceased these operations.

     On December 10, 2001, pursuant to a share exchange  agreement,  we acquired
from Alpha Sky Investment  Limited  ("ASI") all of the equity  interests in both
Accuhigh  Investments  Limited,  a British Virgin Islands company,  and Tidy Sum
Investments   Limited,  a  British  Virgin  Islands  company,  in  exchange  for
10,000,000  shares  of  our  convertible   preferred  stock,   which  shares  of
convertible  preferred  stock are  convertible  into  900,000,000  shares of our
Common Stock (the "Acquisition").  At present,  Accuhigh Investments Limited and
Tidy Sum Investments Limited hold 100% equity interest in Alpha Spacecom Company
Limited ("ASC"). For accounting purposes, this acquisition has been treated as a
recapitalization  of ASI with ASI as the  acquirer.  Also on December  10, 2001,
Xuedong Hu, Fung Sien and Wai Man Yu were  appointed  as members of our Board of
Directors.  Brian Brick resigned from the position of Chief  Executive  Officer.
The  directors  then  elected  Xuedong Hu as the Chairman of the Board and Chief
Executive  Officer and appointed Mr. Brian Brick as the Chief Operating  Officer
and as a member of the Board of Directors. Mr. Brick resigned his positions with
us in February

                                                                              16
<PAGE>

2005.  On April 1, 2003,  Wai Man Yu  resigned  from the Board and Jian Wang was
appointed in his stead, effective May 26, 2003.

Subsequent Event/Control of Company

     Shareholders and potential  investors should be advised that, since October
2004, there has been an ongoing dispute concerning control of our Company.  This
dispute has resulted in two separate  lawsuits  being filed.  See "PART II, Item
1," below for a detailed  description  of these actions and the results  arising
therefrom.

     In June 2005, we conducted a special  meeting of  shareholders  pursuant to
notice. At this meeting, we accomplished the following:

     1. We merged with a newly formed Nevada corporation,  Alpha Spacecom, Inc.,
in order to reincorporate our Company in the State of Nevada;

     2. Our shareholders adopted a reverse stock split, whereby one (1) share of
Common  Stock was issued in exchange  for every ten (10) shares of Common  Stock
outstanding prior to this reverse stock split (the "Reverse Stock Split"),  with
the number of shares of Common Stock  authorized  following  this reverse  stock
split to remain  the same as was  authorized  immediately  prior to the  Reverse
Stock Split; and

     3. Our  shareholders  elected  three  directors,  including  Jian  Wang and
Xuedong Hu, each of whom were  previously  directors  of our  Company,  and Rain
Zhang.  Following  this  meeting,  our Board of Directors  elected Mr. Hu as our
Chairman,  Chief Executive Officer,  President and Chief Financial Officer;  Mr.
Wang as our Chief Operating Officer; and Ms. Zhang as our Secretary.

     This report and the  contents  thereof has been  prepared by Mr. Hu, in his
capacity as our CEO, President,  CFO and principal  shareholder,  as well as the
Chairman  of our Board of  Directors,  and by Mr.  Wang,  in his  capacity  as a
director of our Company. Our former third director,  Mr. Sien, was not consulted
concerning  the contents of this  Report,  as Mr.  Sien,  along with others,  is
primarily responsible for disputing the issue of control. In drafting and filing
this  Report,  Messrs.  Hu and Wang  have  relied  upon an Order  issued  by the
Colorado  District Court,  wherein their current positions with our Company have
been  confirmed in March 2005. In that Order,  the Court  confirmed that a Board
meeting held in October 2004 lacked a quorum,  and Messrs.  Hu and Wang were not
removed from their respective Board seats or officer  positions at that meeting.
In  deciding  this  issue,  the Court  reviewed  our  bylaws,  our  articles  of
incorporation,  and  applicable  Colorado  law,  and  determined  that the Board
consisted of four members in October 2004,  and that the two members  present at
such  meeting  did not  constitute  a quorum.  Mr.  Sien and others  continue to
dispute the validity of the Court's  Order and have made

                                                                              17
<PAGE>

allegations  about the  ownership  of the  majority  of the  Series B  Preferred
Convertible  shares of our  stock.  (See "PART II,  Item 1. Legal  Proceedings,"
below).

Results of Operations

     Comparison  of Results of  Operations  for the six month periods ended June
30, 2005 and 2004

     We generated no revenues  during the six month  periods ended June 30, 2005
and 2004 and it is not anticipated that we will be able to generate any revenues
in the  foreseeable  future  unless  we  engage in a  business  combination,  as
described herein. We had no costs of sales.

     General  and  administrative  expenses  were  $44,457  during our six month
period  ended June 30,  2005,  compared to $57,730  during the six month  period
ended  June  30,2004,  a  decrease  of  $13,273.  This was  attributable  to our
discontinuance  of our former  business plan as described  herein.  The expenses
incurred  during the six month period ended June 30, 2005,  arose primarily from
professional  fees  relating  to costs  associated  with our  being a  reporting
company  under  the  Securities  Exchange  Act of  1934,  as  amended,  and  the
litigation described under "PART II, Item 1," below.

     As a result,  we  incurred  a net loss of  $(44,457)  during  the six month
period  ended June 30,  2005 (less than $0.01 per share) as  compared to our net
loss of $(57,730)  (less than $0.01 per share) during the  comparable  period in
2004.  Because we did not generate  revenues during the six-month  periods ended
June 30, 2005 and 2004, the following is our Plan of Operation.

PLAN OF OPERATION

     We intend to seek to acquire assets or shares of an entity actively engaged
in business that generates revenues, in exchange for its securities.  We have no
particular  acquisitions  in mind  but as of the  date of this  Report,  we have
entered into various  discussions  regarding  such a business  combination,  but
there is no  definitive  agreement  with any third  party as of the date of this
Report.

     We have no full time paid employees. Our Chief Executive Officer/President,
Chief Operating Officer and our Secretary have each agreed to allocate a portion
of their time to our business activities, without compensation.  They anticipate
that our business plan can be  implemented  by their  devoting  minimal time per
month to our business affairs and, consequently, conflicts of interest may arise
with respect to the limited time commitment by such officers.

                                                                              18
<PAGE>

General Business Plan

     Our purpose is to seek,  investigate and, if such  investigation  warrants,
acquire an  interest  in business  opportunities  presented  to us by persons or
firms who or which desire to seek the  perceived  advantages  of an Exchange Act
registered, trading corporation. We will not restrict our search to any specific
business,  industry,  or  geographical  location  and  we may  participate  in a
business  venture  of  virtually  any kind or  nature.  This  discussion  of the
proposed business is purposefully  general and is not meant to be restrictive of
our  virtually  unlimited  discretion  to search  for and enter  into  potential
business   opportunities.   Management  anticipates  that  we  may  be  able  to
participate  in only one  potential  business  venture  because we have  nominal
assets  and  limited  financial  resources.  See  "PART  I,  Item 1 -  Financial
Statements."  This lack of  diversification  should be  considered a substantial
risk to our  shareholders  because  it will not  permit us to  offset  potential
losses from one venture against gains from another.

     We may seek a  business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new  product  or  service,  or for other  corporate  purposes.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

     We  anticipate  that the  selection of a business  opportunity  in which to
participate  will be  complex  and  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

     We have,  and will continue to have, a limited amount of capital with which
to provide the owners of business  opportunities  with any  significant  cash or
other assets.  However,  management  believes we will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered,  trading company without  incurring the cost
and time  required  to  conduct an initial  public  offering.  The owners of the
business  opportunities  will,  however,  incur significant legal and accounting
costs in connection with  acquisition of a business  opportunity,  including the
costs of  preparing  Form  8-K's,  10-K's or  10-KSB's,  agreements  and related
reports  and  documents.  The  Securities  Exchange  Act of 1934  (the "34 Act")
specifically  requires that any merger or acquisition  candidate comply with all
applicable  reporting  requirements,  which include  providing audited financial
statements to be included within the numerous filings relevant to complying with
the 34 Act.  Nevertheless,  our

                                                                              19
<PAGE>

officers and directors have not conducted  market  research and are not aware of
statistical  data that  would  support  the  perceived  benefits  of a merger or
acquisition transaction for the owners of a business opportunity.

     The analysis of new business  opportunities will be undertaken by, or under
the  supervision  of, our officers and directors,  none of who is a professional
business analyst.  Management intends to concentrate on identifying  preliminary
prospective  business  opportunities  that may be  brought  to  their  attention
through  present  associations  of  our  officers  and  directors,   or  by  our
shareholders.  In analyzing prospective business opportunities,  management will
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated  to impact our proposed  activities;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
of acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  Our officers and directors  expect to meet  personally  with
management  and key  personnel  of the  business  opportunity  as part of  their
investigation.  To the extent possible, we intend to utilize written reports and
personal  investigation  to evaluate the above  factors.  We will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

     Management, while not especially experienced in matters relating to our new
business,  shall rely upon their own efforts and, to a much lesser  extent,  the
efforts of our shareholders,  in accomplishing our business purposes.  It is not
anticipated  that we  will  utilize  any  outside  consultants  or  advisors  to
effectuate our business purposes described herein. However, if we do retain such
an outside consultant or advisor, any cash fee earned by such party will need to
be  paid by the  prospective  merger/acquisition  candidate,  as we have no cash
assets  with  which to pay such  obligation.  There  have been no  contracts  or
agreements with any outside consultants and none are anticipated in the future.

     We will not  restrict our search for any  specific  kind of firms,  but may
acquire a venture that is in its  preliminary  or  development  stage,  which is
already in operation,  or in essentially  any stage of its corporate life. It is
impossible  to predict at this time the status of any  business  in which we may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which we may offer.

                                                                              20
<PAGE>

Acquisition of Opportunities

     In implementing a structure for a particular business  acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing  agreement  with another  corporation  or entity.  We may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of our Company. In addition,  our directors may, as part of the terms of
the acquisition  transaction,  resign and be replaced by new directors without a
vote of our shareholders.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it  will  be  undertaken  by the  surviving  entity  after  we  have
successfully consummated a merger or acquisition and we are no longer considered
a "shell"  company.  Until  such time as this  occurs,  we will not  attempt  to
register  any  additional  securities.  The issuance of  substantial  additional
securities and their potential sale into any trading market which may develop in
our  securities  may have a depressive  effect on the value of our securities in
the future, if such a market develops, of which there is no assurance.

     While the actual terms of a  transaction  to which we may be a party cannot
be predicted,  it may be expected  that the parties to the business  transaction
will find it  desirable  to avoid the  creation  of a taxable  event and thereby
structure  the  acquisition  in  a  so-called  "tax-free"  reorganization  under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity. In such event, our shareholders would retain less than 20% of the issued
and  outstanding  shares  of  the  surviving  entity,   which  would  result  in
significant dilution in the equity of such shareholders.

     As  part  of our  investigation,  our  officers  and  directors  will  meet
personally  with  management and key personnel,  may visit and inspect  material
facilities,  obtain independent  analysis of verification of certain information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures,  to the  extent  of our  limited  financial
resources and  management  expertise.  The manner in which we  participate in an
opportunity will depend on the nature of the  opportunity,  the respective needs
and desires of us and other parties,  the management of the  opportunity and our
relative negotiation strength and such other management.

     With respect to any merger or acquisition, negotiations with target company
management  is  expected  to focus on the  percentage  of stock which the target
company shareholders would acquire in exchange for all of their shareholdings in
the target company.  Depending upon,

                                                                              21
<PAGE>

among  other  things,   the  target  company's   assets  and  liabilities,   our
shareholders  will in all  likelihood  hold a  substantially  lesser  percentage
ownership interest following any merger or acquisition. The percentage ownership
may be subject to significant reduction in the event we acquire a target company
with  substantial  assets.  Any  merger  or  acquisition  effected  by us can be
expected to have a significant  dilutive effect on the percentage of shares held
by our then shareholders.

     We will  participate in a business  opportunity  only after the negotiation
and  execution of  appropriate  written  agreements.  Although the terms of such
agreements  cannot be predicted,  generally  such  agreements  will require some
specific  representations  and  warranties by all of the parties  thereto,  will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated  with our  attorneys  and  accountants,  will set forth  remedies  on
default and will include miscellaneous other terms.

     As stated  hereinabove,  we will not acquire or merge with any entity which
cannot provide  independent  audited  financial  statements  within a reasonable
period of time after closing of the proposed transaction.  We are subject to all
of the  reporting  requirements  included  in  the 34  Act.  Included  in  these
requirements  is the  affirmative  duty to file  independent  audited  financial
statements as part of our Form 8-K to be filed with the  Securities and Exchange
Commission upon consummation of a merger or acquisition,  as well as our audited
financial  statements  included  in its annual  report on Form  10-KSB.  If such
audited  financial  statements  are not  available  at  closing,  or within time
parameters  necessary to insure our compliance  with the  requirements of the 34
Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of our present  management.  If such transaction is
voided,  the  agreement  will  also  contain  a  provision   providing  for  the
acquisition  entity to reimburse us for all costs  associated  with the proposed
transaction.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2005, we had no available cash.

     We have financed our general and administrative  expenses primarily through
advances from officers and shareholders.  At June 30, 2005, we had $1,402,414 in
related party advances outstanding that were unsecured, non-interest bearing and
due on demand.

     Because  we  are  not  currently  required  to pay  salaries  to any of our
officers or  directors,  management  believes that we have  sufficient  funds to
continue  operations  through the foreseeable  future.  In the event  additional
funds are required to allow us to continue  our  operations,  it is  anticipated
that these funds will be loaned to us by  management,  as it is doubtful that we
will be able to obtain loans from any established financial  institution.  It is
further

                                                                              22
<PAGE>

anticipated  that we will  continue  to  incur  expenses  without  corresponding
revenues during the foreseeable future,  until such time as we are successful in
merging with or acquiring assets of a third party.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We have  identified  critical  accounting  policies  that,  as a result  of
judgments,   uncertainties,   uniqueness  and  complexities  of  the  underlying
accounting standards and operations involved could result in material changes to
our financial  position or results of operations  under different  conditions or
using different assumptions. The most critical accounting policies and estimates
are:

     >    The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date  of the  financial  statements  and the
          reported amounts of revenue and expenses during the reporting  period.
          Actual results could differ from those estimates.

     >    Fair  value of  instruments.  Our  financial  instruments  consist  of
          accounts  receivable,  accounts  payable and long term debt.  The fair
          value of financial instruments approximate their recorded values. Fair
          value of loans payable to  stockholders  and balances of bank lines of
          credit, in the circumstances, are not reasonably determinable.

     Details  regarding our use of these policies and the related  estimates are
described in the accompanying  consolidated  financial statements as of June 30,
2005 and 2004.  During the six month period ended June 30, 2005, there have been
no material  changes to our  critical  accounting  policies  that  impacted  our
consolidated financial condition or results of operations.

Inflation

     Although  management  expects that our operations are influenced by general
economic  conditions,  we do not believe that inflation had a material effect on
the results of operations during the six month period ended June 30, 2005.

ITEM 3. CONTROLS AND PROCEDURES

     Within 90 days prior to the date of filing of this quarterly report on Form
10-QSB,   we  carried  out  an  evaluation,   under  supervision  and  with  the
participation    of   our    management,

                                                                              23
<PAGE>

including our Chief  Executive  Officer/President/Chief  Financial  Officer (the
"Certifying  Officer"),  of the effectiveness of the design and operation of our
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
upon that  evaluation,  our  Certifying  Officer  concluded  that our disclosure
controls  and  procedures  are  effective  in timely  alerting  him to  material
information  relating to us required to be included in our periodic SEC filings.
Subsequent  to the  date of that  evaluation,  there  have  been no  changes  in
internal controls or in other factors that could  significantly  affect internal
controls,  nor were any corrective  actions  required with regard to significant
deficiencies and material weaknesses.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     We are involved in two legal proceedings related to the December 2001 Share
Exchange Agreement between Tridon Enterprises (currently Alpha Spacecom,  Inc.),
Alpha Sky Investment Limited, and Tridon Trust. All references to "Tridon" below
refer to both Tridon entities,  the Company (now Alpha Spacecom,  Inc.  formerly
Tridon Enterprises) and Tridon Trust, one of our shareholders.

     Each of the below  described  matters  also  involve (1) a dispute over the
identity and  authority of our current  management,  (2) the validity of actions
taken at a special meeting of  shareholders  held June 13, 2005, and (3) certain
allegations  related  to the  ownership  of  9,555,553  shares  of our  Series B
Preferred  Convertible  Stock.  The actions  were  brought by Mr. Sien and other
individuals,  not by Messrs.  Hu and Wang.  Current  shareholders  and potential
purchasers of our securities are strongly  cautioned that the matters  described
below have not been  litigated to  completion  and  investors  should review the
details of these matters from independent sources prior to making any investment
decisions.

Alpha  Spacecom,  Inc. and Tridon Trust v. Xuedong Hu, Jian Wang,  and Alpha Sky
Investment  LTD.,  Case Number 04 CV 9819,  District  Court,  City and County of
Denver, Colorado

     On or about  November  29,  2004,  Tridon  filed a law suit in the Colorado
District Court located in Denver, Colorado. Our current management believes that
this suit was not properly  authorized,  as this action was taken by only two of
our then four  directors.  The complaint filed in that case contained four basic
claims:  (1) to have the judge  declare that  Xuedong Hu and Jian Wang  resigned
their positions as directors by their conduct effective October 15, 2004; (2) to
have the judge declare that the remaining  directors lawfully removed Xuedong Hu
as our Chief  Executive  Officer,  effective  October 15, 2004;  (3) to have the
judge order the removal of Hu and Wang under the  guidelines of Colorado law for
alleged  dishonest and fraudulent  conduct;  and (4) asking the judge to rescind
the December 2001 Share Exchange Agreement.

     After the suit was filed,  Xuedong Hu, pursuant to the laws of the State of
Colorado, issued a written request that we hold a special shareholder meeting to
address several issues.  On

                                                                              24
<PAGE>

or about  January  19,  2005,  two of our four  directors  sent Mr.  Hu a letter
declining to hold the requested meeting,  stating that they did not consider him
to be a  shareholder  of our Company by virtue of the  Colorado  law suit filing
seeking rescission.

     On or about January 13, 2005, all three defendants (Hu, Wang and Alpha Sky)
filed a motion to dismiss all four claims. On or about January 26, 2005, Xuedong
Hu filed a motion with the Colorado  District Court under Colorado law to compel
us to hold the requested special shareholder meeting.  Tridon filed responses to
the motions filed by Hu, Wang, and Alpha Sky. The Colorado  District Court Judge
held a hearing  on the  motions  on March 18,  2005.  At the  conclusion  of the
hearing,  the Judge entered an Order and findings orally.  The substance of that
Order was later reduced to writing, and a copy of that Order was attached to our
Form 8-K filed  with the SEC on or about  April 7,  2005.  In part,  that  Order
dismissed  the first two  claims  asserted  by Tridon,  required  us to hold the
requested special shareholder  meeting, and found that Xuedong Hu is entitled to
vote at the special shareholder meeting since he remains the beneficial owner of
more than 82% of our outstanding  securities.  At the conclusion of the hearing,
the Judge also  requested  that the attorney for Mr. Hu, Mr. Wang, and Alpha Sky
prepare a written  form of Order and submit it to the Court.  The written  Order
was ultimately signed by the Judge on March 30, 2005.

     On March 25,  2005,  Tridon  filed a voluntary  notice of  dismissal of its
claims with the Colorado  District  Court.  Subsequent  to the Court's March 30,
2005 written  Order,  Tridon filed a motion asking the Court to vacate its Order
and declare that it lacked  jurisdiction as a result of the notice of dismissal.
In the filings,  Tridon claimed that the voluntary  notice of dismissal  removes
the Court's  authority to sign the written  Order,  and that the oral ruling was
not valid until reduced to writing and signed.  Mr. Hu, Mr. Wang,  and Alpha Sky
filed  responses to the Tridon  filings,  arguing that the Order  entered by the
Court remains  valid.  On May 11, 2005,  the Court issued a second Order stating
that its original Order was entered March 18, 2005, prior to the dismissal,  and
that it retained jurisdiction to sign and enforce its written Order.

     Tridon filed a Notice of Appeal with the Colorado  Court of Appeals on June
15,  2005,  Case No. 05 CA 1244.  Tridon also filed a Petition  for Rule To Show
Cause with the Colorado  Supreme Court on June 15, 2005,  Case No.  05SA180.  On
June 22, 2005,  the Colorado  Supreme  Court denied the  Petition.  The Court of
Appeals case remains  pending.  Tridon's  brief was due in the Colorado Court of
Appeals on or about October 24, 2005, but Tridon  requested an extension and now
the brief is due to be filed  November 28, 2005.  The briefs for Messrs.  Hu and
Wang, and Alpha Sky will be due thirty days  thereafter.  We do not anticipate a
decision on this case before Spring 2006.

     Tridon did not request any stay of the existing orders, so while the appeal
is pending,  the Colorado  District Court's Orders of March 18, 2005 and May 11,
2005 remain in effect.  Those Orders provide that the Board meeting removing Mr.
Hu and Mr. Wang was not valid.  As a result Mr. Hu was not  properly or lawfully
removed  as our CEO or a  member  of the  Board.  Similarly,  Mr.  Wang  was not
properly or lawfully removed from our Board of Directors. In

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reliance upon these Court Orders,  Messrs. Hu and Wang have continued to perform
their  respective  duties owed to us, including but not limited to executing and
filing this Report.

Tridon Trust v. Xuedong Hu, Alpha Sky Investment Limited, Alpha Spacecom Company
Limited, and Does 1-10, Case No. CV05 3295DT(RCx),  U.S. District Court, Central
District of California

     On May 3, 2005,  Tridon  Trust filed a suit in the Federal  District  Court
located  in Los  Angeles,  California.  Tridon  Trust  is a  shareholder  of our
Company,  and Alpha Spacecom Company Limited is a subsidiary of our Company as a
result of the prior Share Exchange Agreement of December 9, 2001. The suit seeks
damages based upon alleged fraud and misrepresentations  leading up to the Share
Exchange  Agreement  closing.  The suit also seeks to rescind the Share Exchange
Agreement.

     On the date filed,  Tridon  Trust also asked the Court to enter a temporary
order for  injunctive  relief  requiring  that  Xuedong Hu provide  Mr.  Sien or
another  representative  of Alpha  Spacecom,  Inc.  with the  current  SEC codes
necessary to file documents  through the EDGAR  electronic  filing  system.  The
Judge denied Tridon's request.

     Mr. Hu and Alpha Sky  Investment  Limited  filed a motion to dismiss all of
the  claims  in this  case.  Prior  to the date set for  hearing,  the  attorney
representing  Tridon Trust filed a First Amended Complaint,  changing the claims
and the parties. Alpha Sky Investment Limited and Alpha Spacecom Company Limited
are no longer  defendants,  Alpha Spacecom,  Inc. has been added as a plaintiff,
and the Securities and Exchange Commission has been added as a defendant. We did
not authorize  this action.  The caption for this case is now:  Alpha  Spacecom,
Inc. and Tridon Trust v. Xuedong Hu, the United States  Securities  and Exchange
Commission and Does 1-10,  United States District Court for the Central District
Of California, Case No. CV05 3295DT(RCx).

     Since the First Amended  Complaint was filed,  the Court heard Xuedong Hu's
motion to dismiss and denied  that  motion  based upon the nature of the federal
claims  asserted.  Subsequently,  Tridon  requested  the Court issue a temporary
injunction against the U.S.  Securities and Exchange  Commission  requiring that
they provide access codes to the Plaintiffs. That request was denied.

     The  First  Amended  Complaint  filed in the case  seeks to have the  Court
declare that the actions taken at the June 13, 2005 special  shareholder meeting
were invalid based upon alleged  violations of federal  securities laws relating
to the  information  required for a valid proxy  statement.  Tridon alleges that
under  Section 14a of the  Securities  and Exchange  Act of 1934,  the Notice of
Meeting & Proxy Statements  issued by us for our Special Meeting of Shareholders
held June 13, 2005 violated federal  regulations because they were allegedly not
sent to all  shareholders  of record  and failed to contain a copy of our annual
report. The allegations also question the ownership interest in a large block of
Series  B  Convertible  Preferred  Stock,   9,555,553  shares  in  total.  These
allegations  suggest that  certain  stock powers were signed in

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<PAGE>

favor of Paul A.  Ebeling,  but do not ask the Court to address the ownership of
the shares in question. Mr. Ebeling is not a party to this law suit.

     Shareholders and potential  investors are strongly cautioned not to rely on
the  lawsuit  allegations,  including  those  related  to the  ownership  of the
majority of the Series B Convertible  Preferred shares. The allegations have not
been fully litigated at this time and the stock ownership  allegations  directly
conflict with the Colorado District Court orders that are in place.

     Shareholders  and potential  investors  are also strongly  cautioned not to
rely on the Schedule  13D filed by Paul A. Ebeling or upon prior press  releases
issued  through PR Newswire or our web site which is not  controlled  by current
management. Mr. Ebeling claims to have acquired ownership of 9,555,553 shares of
Series B Preferred  Convertible  Stock  through  stock powers  effective May 31,
2005.  Prior to that time,  two press releases were issued on March 18, 2005 and
April 12, 2005, both without proper authorization from us. The first stated that
9.55  million  shares  of the  Series B  Convertible  Preferred  stock  had been
returned by an individual to us and cancelled. The April release stated that the
shares  in  question  had been  returned  to us on June 21,  2004.  We have also
recently  received a request to convert  additional Series B Preferred shares of
stock from a representative associated with the Plaintiffs.  These shares do not
appear to have been  lawfully  issued and we have  declined  to convert  them to
common stock and have asked the requesting parties to provide  information about
the issuance of these shares. Accordingly,  shareholders and potential investors
are strongly  advised to review all public  information,  including the Colorado
Court Orders  issued March 18, 2005 and May 11, 2005,  and all public  documents
filed with the  Securities  and  Exchange  Commission  or  available  from other
sources.

ITEM 2.  CHANGES IN SECURITIES

     In June  2005,  a holder  of our  Series  B  Convertible  Preferred  Shares
exercised his conversion rights relevant thereto. An aggregate of 500,000 shares
of our common  stock (post  reverse  stock  split) were issued  pursuant to this
conversion.

Subsequent Event

     Subsequent to June 30, 2005, holders of our Series B Convertible  Preferred
Stock elected to convert their  securities  into shares of our common stock.  An
aggregate of 9,555,563 shares of our Series B Convertible  Preferred Shares were
converted into an aggregate of 86,000,070 shares of our common stock pursuant to
the terms of conversion applicable to the Series B stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - NONE

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ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

     In June 2005, we conducted a special  meeting of  shareholders  pursuant to
notice. At this meeting, we accomplished the following:

     1. We merged with a newly formed Nevada corporation,  Alpha Spacecom, Inc.,
in order to reincorporate our Company in the State of Nevada;

     2. Our shareholders adopted a reverse stock split, whereby one (1) share of
Common  Stock was issued in exchange  for every ten (10) shares of Common  Stock
outstanding prior to this reverse stock split (the "Reverse Stock Split"),  with
the number of shares of Common Stock  authorized  following  this reverse  stock
split to remain  the same as was  authorized  immediately  prior to the  Reverse
Stock Split; and

     3. Our  shareholders  elected  three  directors,  including  Jian  Wang and
Xuedong Hu, each of whom were  previously  directors  of our  Company,  and Rain
Zhang.  Following  this  meeting,  our Board of Directors  elected Mr. Hu as our
Chairman,  Chief Executive Officer,  President and Chief Financial Officer;  Mr.
Wang as our Chief Operating Officer; and Ms. Zhang as our Secretary.

ITEM 5.  OTHER INFORMATION - NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K -

     (a) Exhibits

         31     Certification of Chief Executive Officer/Chief Financial Officer
                Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         32     Certification of Chief Executive Officer/Chief Financial Officer
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K

     In May 2005, we filed a report on Form 8-K,  advising of the termination of
DeJoya & Company as our independent  accountants and the appointment of Kabani &
Company, Inc. as our independent accountants. Thereafter, in June 2005, we filed
an amendment to this report, advising that Kabani & Company, Inc. elected not to
proceed as our  independent  accountant due to the control issue described above
herein  and the  appointment  of Ronald R.  Chadwick,  P.C.  as

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our independent accountant.

     In April 2005, we filed a report on Form 8-K, advising of the ruling by the
Colorado  District Court relevant to the litigation  described in "PART II, Item
1," above.



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                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: November 29, 2005    ALPHA SPACECOM, INC.
                            (Registrant)



                            By:s/Xuedong Hu
                               -------------------------------------------------
                               Xuedong Hu, Chief Executive Officer and President



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