U.S. SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(X)

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

(   )

TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended:        March 31, 2003



Commission File Number:          0-13628





ALPHA SPACECOM, INC.

Exact name of small business issuer as specified in its charter)





|COLORADO(State or other jurisdiction of
incorporation or organization) | 13-3183646(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- | ----------------------------------------------



Room 1305, 13/F Progress Commercial

Building, 7-17 Irving Street, Causeway Bay,

Hong Kong

(Address of principal executive offices) (Zip Code)



(852) 2972-2772

(Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days.

|Yes
X | No
|----- | --





The number of shares of Common Stock, par value $0.001 per share, outstanding as of March 31, 2003 is 105,219,116



Transitional Small Business Disclosure Format (check one):

|Yes | No
X
|--- | ----



---





ALPHA SPACECOM, INC.

INDEX TO FORM 10-QSB

March 31, 2003



|PART I.  Financial Information |                                                                                     
|------------------------------ | ------------------------------------------------------------------------------------
|                               |                                                                                     
|Item 1                         | Financial Statements (Unaudited)                                                    
|                               |                                                                                     
|Item 2.                        | Managements Discussion and Analysis of Financial Condition and Results of Operation
|                               |                                                                                     
|Item 3.                        | Controls & Procedures                                                               
|PART II.  Other Information   
|                               |                                                                                     
|Item 1.                        | Legal Proceedings                                                                   
|Item 2.                        | Changes in Securities and Use of Proceeds                                           
|Item 3.                        | Defaults Upon Senior Securities                                                     
|Item 4.                        | Submission of Matters to a Vote of Security Holders                                 
|Item 5.                        | Other Information                                                                   
|Item 6.                        | Exhibits and Reports on Form 8-K                                                    
|                               | Signatures                                                                          



---

PART I  FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



The financial statements required by this Item 1 are set forth at the end of the document.



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



The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto appearing therewith. Certain statements contained herein that are not related to historical results, including but not limited to, statements regarding our business strategy and objectives, future financial position, expectations about pending litigation and estimated cost savings, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act") and involve risks and uncertainties. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, there can be no assurance that such assumptions will prove to be accurate and actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, competition from other similar businesses, and market and general policies, competition from other similar businesses, and market and general economic factors. All forward-looking statements contained in this Form 10-QSB are qualified in their entity by this statement.

Overview

On December 10, 2001, pursuant to a Share Exchange Agreement, we acquired from Alpha Sky Investment Limited (ASI) all its 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 were have been converted into 900,000,000 shares of our common stock.

Since the Acquisition, we have been engaged in the business of developing a Ka and communication satellite system that will provide broadband telecommunications services to China.  For accounting purposes, the Acquisition was treated as a recapitalization of ASI with ASI as the acquirer.  As such, the financial statements contained herein are those of ASI.

Plan of Operations

We have been negotiating with the Chinese broadcasting authorities for the development of our Satellite-Pay-Per-View (SPPV) transmission business in China for the past two years.  We were close to finalizing the terms of an agreement with the Chinese broadcasting authorities when China joined the WTO in November 2001.  Subsequent to Chinas membership in the WTO, there were significant changes within many of the Chinese governmental agencies, including the broadcasting authority.  As a result of the changes in the broadcasting authority, we had to resubmit our business plan and proposal to the newly organized broadcasting authority.   As a result, there is a delay in the implementation of our business plan.

Since April 2002, we have been in active negotiation with the newly reorganized Chinese broadcasting authority and management believes that it is close to finalizing the terms of an agreement to begin construction of the SPPV network.  Management believes that they are close to reaching a final agreement with the Chinese broadcasting authorities, however, the outbreak of the deadly virus, SARS, in March 2003, has resulted in further delay in the signing of the final agreement.  Management is confident that once the SARS issue is managed, the final agreement will be reached with the Chinese broadcasting authority.

The SPPV network will be the first nationwide satellite pay-per-view system in China.  The overall project will be completed in two phases.  Phase one of the project will consist of a digital storage facility for the content that will be available over the SPPV network.  These digitized programs will initially be transmitted to approximately ten million cable TV subscribers in ten to twelve developed cities, including Beijing and Shanghai.  Phase two of the project will be the roll out of the SPPV network to all cities of China from which management believes there are approximately ninety million cable TV subscribers.

The earnings for the quarter ended March 31, 2003 were negative as a result of managements strategy to invest in research and development for the start-up costs associated with the structural design of the Companys communication satellite system.  The goal of these expenditures was to begin the development and structural design of a SPPV platform and for the development and construction of the Alphacom System.

Results of Operations For the Quarter Ended March 31, 2003 Compared to March 31, 2002

Revenues.We are in our development stage and we have not generated any revenues since its development.

Net Loss.Net operating loss decreased to $175,714 for the quarter ended March 31, 2003 compared to $231,500 for the quarter year ended March 31, 2002 due to the managements imposition of tight control on general administrative expenses, expenses related to being a public company and research and development expenses related to the structural design of the Alphacom System.

Financial Condition, Liquidity, Capital Resources

Net cash used in operations during the quarter year ended 2003 was $155,500, which was a $120,752 increase or 348% from the quarter ended 2002.  The increase is due to an increase in project development expenses, much of which is related to the resubmission of our proposal to the newly reorganized Chinese broadcasting authority after Chinas entrance into the WTO.  Net cash received from financing activities was $155,500, which was $123,147 more than that received during the same period in 2002.

We will continue to rely upon external financing sources to meet the cash requirements of our ongoing operations.  Management is currently seeking to raise additional funding in the form of equity or debt, or a combination thereof.  However, there is no guarantee that we will raise sufficient capital to execute our business plan.  To the extent that we are unable to raise sufficient capital, our business plan will require substantial modification and our operations will be curtailed.

Our auditors have issued their report, which contains an explanatory paragraph as to our ability to continue as a going concern. We are currently addressing our liquidity requirements by the following actions:

♦

We are considering a smaller facility in Beijing.  We currently lease a 3,300 square foot space and we may be able to conduct our operations in a smaller facility.

♦

We will continue to accept advances from management.

♦

We are considering to allow our employees to telecommute to reduce cost.

♦

We will continue to seek investment capital through the issue of both debt and equity securities in private placement to qualified investors.

♦

Once an agreement is finalized with the Chinese broadcasting authority, we are in a position to negotiate with financial institutions for various forms of funding arrangements.

♦

We are considering short term funding through bank borrowing and other means of debt financing.



There is no guarantee that any of these strategies will enable us to meet our obligations for the foreseeable future.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, The Financial Accounting Standards Board (" FASB" ) issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method will be prohibited after that date. SFAS No. 142 changes the accounting for goodwill and intangible assets with indefinite lives from an amortization method to an impairment-only approach and requires intangible assets with finite lives to be amortized over their useful lives. Thus, amortization of goodwill and intangible assets with indefinite lives will cease upon adoption of the statement. SFAS No. 142 is required to be applied in fiscal years beginning after December 15, 2001. Upon the adoption of SFAS No. 142, the Company will not amortize goodwill and instead will conduct an annual impairment test of the remaining goodwill. The Company does not expect that the adoption of SFAS No. 141, or SFAS No. 142 will have a significant immediate impact on the financial condition or results of operations of the Company.

ITEM 3. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Within the 90 days prior to the filing of this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures.  Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective to ensure that the information required to be disclosed in the reports the Company files and submits under the exchange act is recorded, processed, summarized and reported as and when required.

(b)

Changes in Internal Controls

There were no changes in the Companys internal records or in other factors that could have significantly affected those controls subsequent to the date of the Companys most recent evaluation.





PART II.  OTHER INFORMATION



Item 1.

Legal Proceedings

None.

Item 2.

Changes in Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Security Holders

None.

Item 5.

Other Information

Effective April 1, 2003, Raymond Yu resigned from his position as a director of the company and Mr. Jian Want was elected to fill the vacancy left on the Board of Directors.

Item 6.

Exhibits and Reports on Form 8-K

(a)

Exhibits:

99.1 Certification

(b)

Reports on Form 8-K:

None.



---

SIGNATURES

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

Dated:  June 16, 2003

ALPHASPACECOM, INC.

By: /s/ Terence Sien



Name:   Terence Sien
Title:     Chief Financial Officer

---



CERTIFICATIONS

I, Xuedong Hu, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of Alpha Spacecom, Inc.;

2.

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

3.

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

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

(c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

(a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



|June 16, 2003 | /s/ Xuedong Hu
Name:  Xuedong Hu
Title:  Chief Executive Officer
|------------- | ----------------------------------------------------------------



---

CERTIFICATIONS

I, Terence Sien, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of Alpha Spacecom, Inc.;

2.

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

3.

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

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

(c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

(a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



|June 16, 2003 | /s/ Terence Sien
Name:  Terence Sien
Title:  Chief Financial Officer
|------------- | --------------------------------------------------------------------

---

ALPHA SPACECOM, INC. AND SUBSIDIARIES

(A Development Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS



MARCH 31, 2003

















---

ALPHA SPACECOM, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Balance Sheets

(Unaudited)



|A S S E T S | March 31,
2003 | December 31,
2002
|----------- | -------------- | -----------------



| | US$ | US$
| | --- | ---



|Current Assets:                                                                                                                     |             |            
|----------------------------------------------------------------------------------------------------------------------------------- | ----------- | -----------
|Cash and cash equivalents                                                                                                           | 6,259       | 6,259      
|Other receivables, deposits and prepayments                                                                                         | 26,281      | 33,169     
|                                                                                                                                    |             |            
|Total Current Assets                                                                                                                | 32,540      | 39,428     
|                                                                                                                                    |             |            
|Property, plant and equipment, net                                                                                                  | 21,506      | 27,544     
|                                                                                                                                    |             |            
|                                                                                                                                    | 54,046      | 66,972     
|                                                                                                                                    |             |            
|LIABILITIES AND
SHAREHOLDERS DEFICIENCY                                                                                            |             |            
|                                                                                                                                    |             |            
|Current Liabilities:                                                                                                                |             |            
|Other accounts payable and accrued expenses                                                                                         | 309,135     | 301,846    
|Deposits received on subscription to stock                                                                                          | 43,000      | 43,000     
|Advances from related parties                                                                                                       | 1,312,168   | 1,156,669  
|Advances from shareholder                                                                                                           | 176,729     | 176,729    
|                                                                                                                                    |             |            
|Total Current Liabilities                                                                                                           | 1,841,032   | 1,678,244  
|                                                                                                                                    |             |            
|Shareholders Deficiency:
Preferred stock:                                                                                          |             |            
|Series A 7% cumulative convertible, US$ 0.001
par  value; 23,000 shares issued and outstanding                                      |             |            
|as of March 31, 2003 and December 31, 2002                                                                                          | 23          | 23         
|Series B convertible, US$ 0.001 par value;
9,765,553 and 9,833,331 shares, issued and
outstanding as of March 31, 2003              |             |            
|and December 31, 2002, respectively                                                                                                 | 9,765       | 9,833      
|Common stock:                                                                                                                       |             |            
|US$ 0.001 par value; 2,000,000,000 shares
authorized; 105,219,000 and 99,119,000 shares
issued and outstanding as of March 31, 2003 |             |            
|and December 31, 2002, respectively                                                                                                 | 105,219     | 99,119     
|Accumulated deficit (including deficit accumulated                                                                                  |             |            
|during the development stage of $1,896,090)                                                                                         | (1,901,993) | (1,720,247)
|                                                                                                                                    |             |            
|Total Shareholders Deficiency                                                                                                      | (1,786,986) | (1,611,272)
|                                                                                                                                    |             |            
|                                                                                                                                    | 54,046      | 66,972     
|                                                                                                                                    |             |            

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

---

ALPHA SPACECOM, INC. AND SUBSIDIARIES

(A Development Stage Company)



Consolidated Statements of Operations

(Unaudited)



Three Months Ended March 31, 2003 and 2002





| | Cumulative During Development Stage | 2003 | 2002
| | ----------------------------------- | ---- | ----



| | US$ | US$ | US$
| | --- | --- | ---



|Income                              | -           | -         | -        
|----------------------------------- | ----------- | --------- | ---------
|                                    |             |           |          
|General and Administrative Expenses | (1,481,193) | (175,714) | (231,505)
|                                    |             |           |          
|Loss from Operations                | (1,481,193) | (175,714) | (231,505)
|                                    |             |           |          
|Other income                        |             |           |          
|Cost of share exchange              | (415,013)   | -         | -        
|                                    |             |           |          
|Other                               | 116         | -         | 5        
|                                    |             |           |          
|Loss Before Income Taxes            | (1,896,090) | (175,714) | (231,500)
|                                    |             |           |          
|Income Taxes                        | -           | -         | -        
|                                    |             |           |          
|Net Loss                            | (1,896,090) | (175,714) | (231,500)
|                                    |             |           |          
|                                    |             |           |          
|Loss Per Common Share  Basic       |             | .01       | .01      
|                                    |             |           |          
|                                    |             |           |          
|                                    |             |           |          
|                                    |             |           |          
|                                    |             |           |          

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



---

ALPHA SPACECOM INCORPORATED AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Statements of Shareholders Deficiency

(Unaudited)

For the Period from December 31, 2000 to March 31, 2003



| | Common Stock | Preferred
Stock | Additional
Paid-In Capital | Accumulated Deficit | Total 
| | ------------ | --------------- | -------------------------- | ------------------- | ------
| | Alpha        | Tridon          | Tridon                     | Alpha               | Tridon
| | US $         | US $            | US $                       | US $                | US $  



|Balance at December 31, 2000                 | 1,000    | 79,795  | 53     | 282    | 12,319,816    | (416,684
)   | (13,269,287
) | (13,685,971
)
|-------------------------------------------- | -------- | ------- | ------ | ------ | ------------- | ------------ | ------------- | -------------
|                                             |          |         |        |        |               |              |               |              
|Issuance of common stock in
connection with: |          |         |        |        |               |              |               |              
|Conversion of preferred stock                | -        | 700     | (17
)  | -      | 151,800       | -            | -             | -            
|Payment of dividends on                      |          |         |        |        |               |              |               |              
|preferred stock                              | -        | 3,943   | -      | -      | 63,834        | -            | -             | -            
|Repayment of loan from                       |          |         |        |        |               |              |               |              
|shareholder                                  | -        | 14,030  | -      | -      | 631,544       | -            | -             | -            
|Effect of share exchange                     | (1,000
) | -       | 10,000 | (282
) | (13,166,994
) | -            | 13,573,289    | 13,573,289   
|Net loss  pre share exchange                | -        | -       | -      | -      | -             | -            | (304,002
)    | (304,002
)   
|                                             |          |         |        |        |               |              |               |              
|Net loss during the year                     | -        | -       | -      | -      | -             | (834,830
)   | -             | (834,830
)   
|                                             |          |         |        |        |               |              |               |              
|Balance at December 31, 2001                 | -        | 98,468  | 10,036 | -      | -             | (1,251,514
) | -             | (1,251,514
) 
|                                             |          |         |        |        |               |              |               |              
|Issuance of common stock                     |          |         |        |        |               |              |               |              
|in connection with:                          |          |         |        |        |               |              |               |              
|Conversion of preferred stock                | -        | 51      | (2
)   | -      | -             | (49
)        | -             | (49
)        
|Consulting services                          | -        | 600     | -      | -      | -             | -            | -             | -            
|Retirement of preferred stock,               |          |         |        |        |               |              |               |              
|at par value                                 | -        | -       | (178
) | -      | -             | 178          | -             | 178          
|                                             |          |         |        |        |               |              |               |              
|Net loss during the year                     | -        | -       | -      | -      | -             | (468,862
)   | -             | (468,862
)   
|                                             |          |         |        |        |               |              |               |              
|Balance at December 31, 2002                 | -        | 99,119  | 9,856  | -      | -             | (1,720,247
) | -             | (1,720,247
) 
|                                             |          |         |        |        |               |              |               |              
|Issuance of common stock in
connection with: |          |         |        |        |               |              |               |              
|Conversion of preferred stock                | -        | 6,100   | (68
)  | -      | -             | (6,032
)     | -             | (6,032
)     
|                                             |          |         |        |        |               |              |               |              
|Net loss during the period                   | -        | -       | -      | -      | -             | (175,714
)   | -             | (175,714
)   
|                                             |          |         |        |        |               |              |               |              
|Balance at March 31, 2003                    | -        | 105,219 | 9,788  | -      | -             | (1,901,993
) | -             | (1,901,993
) 
|                                             |          |         |        |        |               |              |               |              

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



---

ALPHA SPACECOM, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31, 2003 and 2002



| |                                     | 2003 | 2002
| | ----------------------------------- | ---- | ----
| | Cumulative During Development Stage | US$  | US$ 



|Cash Flows from Operating Activities:                                       |              |           |           
|--------------------------------------------------------------------------- | ------------ | --------- | ----------
|Net loss                                                                    | (1,896,090
) | (175,714) | (231,500
)
|Adjustments to reconcile net loss to
net cash used in operating activities: |              |           |           
|Costs of share exchange                                                     | 415,013      | -         | -         
|Depreciation and amortization                                               | 102,493      | 6,037     | 6,037     
|Allowance for bad debts                                                     | 2,777        | -         | -         
|Common stock issued in connection                                           |              |           |           
|with consulting services                                                    | 600          | -         | -         
|Changes in operating assets and liabilities:                                |              |           |           
|Increase in other receivables,                                              |              |           |           
|deposits and prepayments                                                    | (13,213
)    | 6,888     | -         
|Increase in other payables and                                              |              |           |           
|accrued expenses                                                            | 201,155      | 7,289     | 190,715   
|                                                                            |              |           |           
|Net Cash Used in Operating Activities                                       | (1,187,265
) | (155,500) | (34,748
) 
|                                                                            |              |           |           
|Cash Flows from Investing Activities:                                       |              |           |           
|Acquisition of plant and equipment                                          | (120,749
)   | -         | -         
|                                                                            |              |           |           
|Cash Flows from Financing Activities:                                       |              |           |           
|Advances from related parties                                               | 1,869,564    | 155,500   | 8,712     
|Repayment of advances to related parties                                    | (599,573
)   | -         | (9,359
)  
|Deposits received on issuance of                                            |              |           |           
|common stock                                                                | 43,000       | -         | 33,000    
|Issuance of common stock                                                    | 1,282        | -         | -         
|                                                                            |              |           |           
|Net Cash Provided by Financing Activities                                   | 1,314,273    | 155,500   | 32,353    
|                                                                            |              |           |           
|Net Increase (Decrease) in Cash                                             |              |           |           
|and Cash Equivalents                                                        | 6,259        | -         | (2,395
)  
|                                                                            |              |           |           
|Cash and Cash Equivalents  Beginning                                       | -            | 6,259     | 4,412     
|                                                                            |              |           |           
|Cash and Cash Equivalents  Ending                                          | 6,259        | 6,259     | 2,017     
|                                                                            |              |           |           



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

---

ALPHA SPACECOM, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Statements of Cash Flows, continued

(Unaudited)

Three Months Ended March 31, 2003 and 2002



| |                                       | 2003 | 2002 
| | ------------------------------------- | ---- | -----
| |                                       | US$  | US$  
| | Supplementary Disclosure of Cash Flow |      |      
| | Information:                          |      |      
| | Non-cash investing and financing      |      |      
| | activities:                           |      |      
| |                                       |      |      
| | Common stock issued in connection     |      |      
| | with redemption of preferred stock    |      | 6,100
| |                                       |      |      



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

---

ALPHA SPACECOM, INC. AND SUBSIDIARIES

(A Development Stage Company)



Notes to Consolidated Financial Statements

(Unaudited)

Three Months Ended March 31, 2003 and 2002



NOTE 1  BASIS OF PRESENTATION



The consolidated financial statements include the accounts of Alpha Spacecom, Inc. (formerly known as Tridon Enterprises, Inc.) and its wholly-owned subsidiaries, Accuhigh Investments Limited, Tidy Sum Investments Limited and Alpha Spacecom Company Limited (collectively the Company).  All significant inter-company accounts and transactions have been eliminated in consolidation.



The accompanying unaudited consolidated financial statements, which are for interim periods, do not include all disclosures provided in the annual consolidated financial statements.  These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the footnotes thereto contained in the Annual Report on Form 10-KSB for the year ended December 31, 2002 of Alpha Spacecom, Inc. and Subsidiaries, as filed with the Securities and Exchange Commission.  The summary December 31, 2002 balance sheet was derived from audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles.



In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the financial statements.  The results for interim periods are not necessarily indicative of results to be expected for the complete fiscal year.





NOTE 2  ORGANIZATION AND BUSINESS



Pursuant to a resolution of the Board of Directors dated August 20, 2002, Tridon Enterprises Incorporated changed its name to Alpha Spacecom Incorporated and, in connection therewith, increased the number of shares of common stock authorized from 100,000,000 to 2,000,000,000.



The Company has been in the development stage since formation (December 9, 1998) and primarily through the operations of Alpha Spacecom Company Limited, is engaged in the business of developing a KA band communication satellite system that will provide broadband telecommunications services to the Peoples Republic of China (the PRC) and its neighboring Asia Pacific countries.  Accordingly, the Companys consolidated financial statements are presented as those of a development stage enterprise, as prescribed by Statement of Financial Accounting Standards No. 7, Accounting and Reporting by Development State Enterprises.



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ALPHA SPACECOM, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Consolidated Financial Statements (Continued)

(Unaudited)



NOTE 2  ORGANIZATION AND BUSINESS (Continued)



Alpha Spacecom Company Limited has signed a memorandum of understanding with China Broadcasting Film Television Satellite Company (CBSat), a division of Chinas State Administration of Radio, Film and Television (SARFT) to develop, construct, launch, maintain and operate KA band satellites for distribution of news, sports, entertainment and Satellite Pay Per View (SPPV) services in the PRC. Alpha Spacecom Company Limited has also signed a memorandum of understanding with Lockheed Martin Commercial Space Systems (LMCSS) whereby LMCSS will provide design, supply, installation and integration of the ground network and satellites, namely the Alphacom System.



Alpha Sky Investment Limited (Alpha Sky) was incorporated on August 19, 1998 in the British Virgin Islands.  It was incorporated with authorized share capital of 50,000 shares of common stock with a par value of $1.00 per share.  As of March 31, 2003 and December 31, 2002, 1,000 shares of common stock were issued and outstanding.



Accuhigh Investments Limited (Accuhigh), a British Virgin Islands Company, was incorporated on June 12, 2001. It was incorporated with authorized share capital of 50,000 shares of common stock with a par value of $1.00 per share.  As of March 31, 2003 and December 31, 2002, one share of common stock was issued and outstanding.



Tidy Sum Investments Limited, a British Virgin Islands Company (Tidy), was incorporated on June 22, 2001 with authorized share capital of 50,000 shares of common stock; par value of $1.00 per share. As of March 31, 2003 and December 31, 2002, one share of common stock was issued and outstanding.



Alpha Spacecom Company Limited (ASC, the operating company) was incorporated in Hong Kong on December 9, 1998, with authorized share capital of 10,000 shares of common stock with a par value of HK $1.00 per share.  As of March 31, 2003 and December 31, 2002, one share of common stock was issued and outstanding.



On July 10, 2001, Accuhigh acquired 100% of the shares of ASC accounted for under the purchase method without any resultant goodwill; 1% of the then outstanding common shares were held by Tidy Sum Investment Limited in trust for the Company.



Alpha Sky Investment Limited (Alpha Sky) entered into a Share Exchange Agreement dated December 10, 2001 to effectuate an exchange of shares with Alpha Spacecom, Inc. (Alpha) (the Registrant). Pursuant to the terms of the share exchange agreement, Alpha acquired from Alpha Sky all of its equity interest in Accuhigh Investments Limited and Tidy Sum Investments Limited in exchange for 10,000,000 shares of convertible preferred stock convertible into 900,000,000 shares of common stock of Alpha. The transaction resulted in Alpha Sky obtaining a majority voting interest in Alpha and Alpha was treated as the acquired entity.  For accounting purposes, the acquisition has been treated as an acquisition of Alpha.  The historical financial statements prior to December 10, 2001 are those of Alpha.

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ALPHA SPACECOM, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Consolidated Financial Statements (Continued)

(Unaudited)



NOTE 2  ORGANIZATION AND BUSINESS (Continued)



In connection with the share exchange, Xuedong Hu, Fung Sien and Wai Man Yu, officers of Alpha Sky, were appointed as members of the board of directors.  Brain Brick resigned from the position of chief executive officer of Alpha.  The directors then elected Xuedong Hu as the chairman of the board and executive officer and appointed Mr. Brick as the chief operating officer of the Company.



Risk Consideration  As a majority of the Companys operations are conducted in the PRC, the Company is subject to special considerations and significant risks not typically associated with investments in equity securities of North American and Western European companies.  The Companys operations may be adversely affected by significant political, economic and social uncertainties in the PRC.  Although the PRC government has been pursuing economic reform policies for the past several years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRCs political, economic and social life.  There is also no guarantee that the PRC governments pursuit of economic reforms will be consistent or effective.



The Company expects that substantially all of its revenues will be denominated in Renminbi (RMB).  A portion of such revenues will need to be converted into other currencies to meet foreign currency obligations such as payment of any dividends declared.  Both the conversion of RMB into foreign currencies and the remittance of foreign currencies abroad require PRC government approval.  No assurance can be given that the operating subsidiaries within the Company will continue to be able to convert sufficient amounts of foreign currencies in the PRCs foreign exchange markets in the future for payment of dividends.





NOTE 3  TRANSLATION OF FOREIGN CURRENCIES



ASCs Assets and Liabilities are generally translated into U.S. Dollars at current exchange rates, and revenues and expenses are translated at average exchange rates for the year.  Resulting translation adjustments are reflected as a separate component of shareholders equity.  Foreign currency transaction gains and losses are included in consolidated operations.



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ALPHA SPACECOM, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Consolidated Financial Statements (Continued)

(Unaudited)



NOTE 4  LOSS PER COMMON SHARE  BASIC



Loss per common share  basic (EPS) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period.  Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  As of March 31, 2003 and 2002, the diluted share base excludes incremental shares relating to convertible preferred stock since their effect was anti-dilutive.  The weighted-average number of common shares outstanding for computing EPS was approximately 105,200,000 and 98,500,000 as of March 31, 2003 and 2002, respectively.





NOTE 5  GOING CONCERN



The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern.  However, the Company has sustained substantial operating losses in recent years and, additionally, the Company has used substantial amounts of working capital in its operations.  Further, at March 31, 2003, current liabilities exceed current assets by $1,808,492, and total liabilities exceed total assets by $1,786,986.



In view of these matters, realization of a major portion of the assets in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Companys ability to meet its financing requirements, and the success of its future operations.



Management believes that it has the ability to improve its cash position through financing activities, including possible private or public offerings of stock.  However, the uncertainty of a sustained financing and cash management program and continued losses from operations raise substantial doubt about the ability of the Company to continue as a going concern.





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