WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                Amendment No. 1

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                             COMMISSION FILE NUMBER
                                     0-22245

                              ALPHACOM CORPORATION
           ---------------------------------------------------------
           (Exact name of the registrant as specified in its charter)

           DELAWARE                                         98-0206030
--------------------------------                     ----------------------
(State or other jurisdiction of                          (I.R.S. Employer
Incorporation or organization)                           Identification No.)


                             3044 Bloor Street West
                                   Suite 210,
                                Toronto, Ontario
                                 Canada M8X 2Y8
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (416) 259-2590
                         -------------------------------
                         (Registrant's telephone number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE

SECURITIES REGISTERED PURSUANT SECTION 12(g) OF THE EXCHANGE ACT:

                    COMMON STOCK, PAR VALUE $0.0001 PER SHARE

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

                                 Yes [X] No [ ]

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

     Issuer's revenues for the fiscal year ended December 31, 2002: $0.

     As of March 18, 2003,  1,776,000 shares of Common Stock of
the issuer were  outstanding and the aggregate market value of the voting common
stock held by non-affiliates, was approximately $8,880.

         Transitional Small Business Disclosure Format: Yes [ ] No [X]

         Documents incorporated by reference: NONE

     This form 10-KSB/A is being filed due to a clerical error. The
certification was left out and this is the only amendment to this document.

<PAGE>

                                Table of Contents

                                                                            Page

PART I                                                                        3
   Item 1.  DESCRIPTION OF BUSINESS                                           3
   Item 2.  DESCRIPTION OF PROPERTY                                           4
   Item 3.  LEGAL PROCEEDINGS                                                 4
   Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               4
PART II                                                                       5
   Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS          5
   Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         5
   Item 7.  FINANCIAL STATEMENTS                                              5
   Item 8.  CHANGES IN, AND DISAGREEMENTS WITH, ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE                                          5
PART III                                                                      6
   Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT        6
   Item 10. EXECUTIVE COMPENSATION                                            6
   Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    7
   Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    7
   Item 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K                           7
   Item 14  CONTROLS AND PROCEDURES                                           8

<PAGE>

FORWARD-LOOKING STATEMENTS

Some of the statements  contained in this Report  discuss  future  expectations,
contain  projections  of results of operations  or financial  condition or state
other  "forward-looking"   information.   Those  statements  include  statements
regarding  the  intent,  belief or current  expectations  of the Company and its
management   team.   Prospective   investors   are   cautioned   that  any  such
forward-looking  statements are not guarantees of future performance and involve
risks and  uncertainties,  and that actual  results may differ  materially  from
those projected in the forward-looking statements. These risks and uncertainties
include but are not limited to, those risks and  uncertainties set forth in this
Report.  In light of the  significant  risks and  uncertainties  inherent in the
forward-looking  statements  included  in this  Report,  the  inclusion  of such
statements  should not be regarded as a representation by us or any other person
that our objectives and plans will be achieved.

                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

     AlphaCom  Corporation  ("AlphaCom"  or  alternatively,  the  "Company"),  a
Delaware Corporation,  incorporated in 1997, is a marketing distribution Company
operating  in the  distribution  of  software  programs  to  assist  non-English
speaking students in learning English for the world market excluding the Peoples
Republic of China.  The  Company has  withdrawn  from the  specialty  publishing
business at the end of 2000.  The Company's  primary  focus is  partnering  with
software  distributors  to  build  the  educational  English  Language  Learning
software distribution business through multiple channels.

     The Company maintains its executive offices at 3044 Bloor Street West, Ste.
210, Toronto, Ontario, Canada M8X 2Y8. Previously, the Company was a subsidiary
of Lingo Media Inc. ("LMI") (formerly Alpha Communications Corp.) located at 151
Bloor St. West, Suite 890,  Toronto,  Ontario M5S 1S4. On May 28, 2001,  1476848
Ontario Inc. acquired 1,731,600 shares of the Company from LMI and is presently
the majority shareholder.

     The Company  was  incorporated  in December  1997.  In  September  2000 the
Company  commenced  trading on the Over the  Counter  Bulletin  Board  under the
symbol  "AHMC".  The  Company  was  originally  incorporated  for the purpose of
assembling  the capital and  management  resources  required  to  duplicate  the
strategy of LMI, as regards to the specialty  publishing  business in the United
States marketplace.  As of December 31, 2000, the Company changed its focus from
sales of  promotional  publications  to  distribution  and  marketing of English
language learning software programs.

     The new  management,  after  acquiring  the Company as of May 28, 2001,
continued  the  business of  marketing  and  distribution  of English  Language
Learning  software  programs.  The  Company is actively  seeking  new  financing
opportunities  and  possibilities  to partner with new software  distributors to
build the educational English Language Learning software distribution  business.
To date, the Company has defined the market opportunities for the Company in
the educational language learning software distribution business.

     The  Company  signed an international distribution agreement for an English
language  learning software product line in replacement of another product line.

     The Company will have to raise  additional  funds in the next twelve months
to pursue its business  strategy.  Currently the Company is being funded through
cash  advances  from its  parent  company,  1476848  Ontario  Inc.  There are no
specific  terms of  repayment  and the advances are  non-interest  bearing.  The
Company is reviewing  various  alternatives  to allow it to continue  operations
including new financing, merger opportunities or an outright sale.

Employees

     William A. Montgomery serves as the Company's only employee.

<PAGE>

Recent Developments

       In February, 2003, 1476848 Ontario Inc., the Company's controlling
shareholder, consented to action without a meeting of the shareholders where it
elected William A. Montgomery to serve as the Company's sole director and
modified Article III, Section 1 of the Company's bylaws to provide that there
shall be no less than one and no more than nine directors.

     On  March  7,  2003,  the  Company  affected a 1:25 reverse stock split and
reauthorized  50,000,000  shares  of  stock  consisting  of 49,990,000 shares of
common  stock  with  a  par  value  of  $.0001  per  share, and 10,000 shares of
preferred  stock  with  a par value of $.0001 per share.  In connection with the
reverse  stock  split,  the  Company  received  the  new  stock  symbol  ALHO.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The  Company  maintains  offices  at 3044  Bloor  Street  West,  Suite 210,
Toronto, Ontario Canada M8X 2Y8.

ITEM 3.  LEGAL PROCEEDINGS.

         None.

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

         None.

                                    PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The  Company's  common  stock,  par  value  $0.0001  per share (the "Common
Stock"),  was  traded  on  the OTC Bulletin Board market under the symbol "AHMC"
until  such  time  as  the  Company  amended  its  articles of incorporation and
affected  a  1:25  reverse  stock  split in February 2003 and received the stock
symbol  "ALHO". On March 17, 2003, the closing bid price of the Common Stock was
$.20  per  share.  The  Common  Stock  is traded sporadically and no established
liquid  trading  market  currently  exists  therefor.

     The  following table represents the range of the high and low price for our
Common  Stock  on  the  OTC  Bulletin Board for each fiscal quarter for the last
Three fiscal years ending December 31, 2000, 2001, and 2002, respectively. These
Quotations  represent  prices  between  dealers, may not include retail markups,
markdowns, or commissions and may not necessarily represent actual transactions.

               Year 2000                High           Low
          -------------------          ------          -----
           Third Quarter                 .38             .25
           Fourth Quarter                .38             .25

               Year 2001                High           Low
          -------------------          ------          -----
           First Quarter                 4.00            .38
           Second Quarter               20.00            .30
           Third Quarter                10.00           1.20
           Fourth Quarter                6.00           1.50

               Year 2002                High           Low
          -------------------          ------          -----
          First Quarter                  2.50            .10
          Second Quarter                  .10            .08
          Third Quarter                   .10            .07
          Fourth Quarter                  .06            .04

Holders

     As of December 31, 2002, there were approximately 200 shareholders of our
Common Stock.

DIVIDEND POLICY

     The Company has not paid any cash dividends on the Common Stock and has no
present  intention  to declare or pay cash  dividends on the Common Stock in the
foreseeable  future.  The Company intends to retain any earnings  which it may
realize in the foreseeable future to finance its operations.

<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward Looking Statements

     This report contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
our plans,  objectives,  expectations  and  intentions.  Although we believe the
statements and projections are based upon reasonable assumptions, actual results
may differ from those that we have projected.

Overview

     The  Company  is  a  marketing   distribution   company  operating  in  the
distribution of software programs.

Comparison of Operating  Results For Year Ended  December 31, 2002 To Year Ended
December 31, 2001

     The Company's revenues were $0 for the year ended December 31, 2002 and $0
for the year ended December 31, 2001.

Gross profit  was $0 for the year ended December 31, 2002 and the year ended
December 31, 2001.

     Expenses  increased  by $106,208 from $(48,912) for the year ended December
31,  2001  to  $57,296  for  the  year  ended December 31, 2002. The increase in
expenses was principally due to an increase of professional fees of $22,768 from
$32,504  for  the  year  ended  December  31, 2001 to $55,272 for the year ended
December  31,  2002;  as well as a cost recovery of $(98,535) for the year ended
December  31,  2001  attributable  to  liabilities  assumed  by Lingo Media, the
Company's  former  parent  company,  in  the amount of $68,910 and a loan in the
amount of $29,625 by Lingo Media which was forgiven. The assumption of loans and
forgiveness  of  a  loan by Lingo Media were in connection with a Share Purchase
Agreement  wherein 1476848 Ontario Inc. acquired its controlling interest in the
Company.

     Net  earnings  (loss) changed $106,208 from net earnings of $48,912 for the
year  ended December 31, 2001 to a loss of $(57,296) for the year ended December
31,  2002.  The increase in net loss is due to the increase in professional fees
during  the  year  ended  December  31, 2002 as well as earnings due to the cost
recovery  of  $98,535  for  the year ended December 31, 2001 attributable to the
assumption  of  liabilities  by  Lingo  Media  Inc. in the amount of $68,910 and
forgiveness  of  a  loan  by  Lingo Media Inc. in the amount of $29,625, both in
connection  with  a  Share  Purchase  Agreement.

     As of December 31, 2002, the Company's accumulated deficit was $188,060.

Liquidity and Capital Resources

     For  the  year  ended December 31, 2002, the Company has not generated cash
flow  from its operations. Consequently, the Company has been dependent upon its
parent  company,  1476848  Ontario  Inc.,  to  fund  its  cash  requirements.

     As  of  December  31,  2002,  the Company had cash of $8, capital assets of
$244,  and  a  working  capital deficit of $77,304. As of December 31, 2002, the
Company had no outstanding debt other than ordinary trade payables, professional
fees,  and  advances  from  1476848  Ontario  Inc.

     The Company's parent company,  1476848 Ontario Inc., is seeking a merger or
sale of its Company stock so that  sufficient  working  capital will be obtained
from operations to meet the Company's obligations.

ITEM 7.  FINANCIAL STATEMENTS

     The audited financial statements, together with the independent accountants
report  thereon  of  Rosenberg  Smith  &  Partners Chartered Accountants appears
herein.

ITEM 8.  CHANGES IN, AND  DISAGREEMENTS  WITH,  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

None.

<PAGE>

                                    PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The following table sets forth information concerning each of the directors
and executive officers of the Company:

Name                      Age    Position
------                    ---    --------

William A. Montgomery     43     President, CEO, Secretary and Director

CURRENT OFFICERS AND DIRECTORS

     William A. Montgomery has served as the Company's President, CEO, Secretary
and Director  since May 2001. Mr.  Montgomery has served as the President,  CEO,
Secretary and Director of Web  Interchange,  Inc.  since 1998.  Web  Interchange
provides   consulting   services  to  the  software   and  internet   industries
specifically in data sales and opt-in list development,  in addition to managing
a B2B Internet  search  engine.  Prior  thereto,  beginning in November 1997, he
served as vice president of GlobalServe Communications  (Mississauga,  Canada) a
national  internet  service  provider  with  customers in fifteen  cities across
Canada. From April 1995 through November 1997, Mr. Montgomery was vice president
of sales at Virtual  Solutions,  Inc. His  responsibilities  with the Registrant
will  include  overseeing  sales and  marketing,  strategic  planning,  business
development and management of operations.

     There are no  arrangements or  understandings  pursuant to which any person
has been  elected as a director or executive  officer of the Company.  Directors
are elected  annually by the  stockholders and hold office until the next annual
meeting of  stockholders  or until their  respective  successors are elected and
qualified.  Executive  officers are elected by the Board of  Directors  and hold
office until their respective successors are elected and qualified.  There is no
family relationship among any directors or executive officers of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Securities  Exchange Act of 1934,  as amended,  (the
"Exchange Act") requires the Company's executive officers, directors and persons
who  beneficially  own greater than 10% of a registered  class of the  Company's
equity  securities  to file certain  reports  ("Section  16  Reports")  with the
Securities  and Exchange  Commission  with  respect to ownership  and changes in
ownership of the Common Stock and other equity securities of the Company.  Based
solely on the  Company's  review of the  Section  16  Reports  furnished  to the
Company, all Section 16(a) requirements  applicable to its officers,  directors
and greater than 10% beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION.

     The following table summarizes all  compensation  awarded to, earned by, or
paid to the President of the Company for services  rendered in all capacities to
the  Company  for  each of the  Company's  last  three  fiscal  years.

<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE


                                             Annual                        Long-Term
                                          Compensation                Compensation Awards
                                --------------------------------   --------------------------
        Payouts
                                                       Other       Securities
Name and                                               Annual      Underlying       All Other
Principal                       Salary      Bonus   Compensation     Options       Compensation
Position                Year      ($)        ($)        ($)            (#)             ($)
----------              ----    ------      -----   ------------   ----------      ------------
<S>                                                                                                 <C>
William A. Montgomery   2002       $0       - 0 -       N/A            N/A             N/A
President, CEO and      2001       $0       - 0 -       N/A            N/A             N/A
Secretary
</TABLE>

<PAGE>

COMPENSATION OF DIRECTORS

     There is no arrangement for the cash compensation of directors.

EMPLOYMENT AGREEMENTS

     There are currently no employment agreements between the Company and any of
its named executive officers.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table sets forth certain  information  as of March 18, 2003
with respect to the number of shares of the Common Stock  beneficially owned by:
(i) each  person  known to the Company to be the  beneficial  owner of more than
five percent of the Common Stock; (ii) each of the directors of the Company; and
(iii) all of the  directors  and  executive  officers of the Company as a group.
Except  as  otherwise  indicated,  each such  stockholder  has sole  voting  and
investment  power  with  respect  to  the  shares  beneficially  owned  by  such
stockholder.  A person is deemed to beneficially  own a  security  if he has or
shares the power to vote or dispose of the  security or has the right to acquire
it within 60 days.

<TABLE>
<CAPTION>



                         AMOUNT AND NATURE
                         OF BENEFICIAL               PERCENT OF
NAME AND ADDRESS                                     OWNERSHIP(1)                CLASS
----------------------------------------------------------------------------------------
<S>                                                                             <C>         <C>    <C>
1476848 Ontario, Inc.(2)  1,731,600                   97.5%                       Common

William A. Montgomery(3)  1,731,600                   97.5%                       Common

All Executive Officers and Directors
As a group (1 person)     1,731,600                   97.5%                       Common
<FN>


(1)  Beneficial  ownership has been  determined in accordance with Rule 13d-3 of
     the  Securities  Exchange Act of 1934, as amended.  Generally, a person is
     deemed  to be the  beneficial  owner of a  security  if he has the right to
     acquire  voting  or  investment  power  within  60 days of the date of this
     Registration Statement.

(2)  The address of 1476848 Ontario,  Inc. is 3044 Bloor Street West, Suite 210,
     Toronto, Ontario M8X 2Y8.

(3)  William A. Montgomery is the beneficial  owner of shares owned of record by
     1476848 Ontario, Inc.
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has been cumulatively advanced $29,601 by 1476848 Ontario,
Inc., its parent company, and this amount remains outstanding as of December 31,
2002.

ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.

(a)(1)   Financial Statements:

     The following  Financial  Statements of the Company are included in this
report.

     Report of Rosenberg Smith & Partners Chartered Accountants

     Auditors' Report

     Balance Sheet at December 31, 2002

<PAGE>

     Statement of Deficit Year Ended December 31, 2002

     Statement of Loss Year Ended December 31, 2002 and December 31, 2001

     Statement of Cash Flows Year Ended December 31, 2002 and December 31, 2001

     Notes to Financial Statements

(a)(2)   Exhibits:

         The following exhibits are included in this report:

    Exhibit                                Description
--------------------------------------------------------------------------------

     2.1  Certificate of Incorporation of the Company (incorporated by reference
          Company's Form 10-SB filed with the Securities and Exchange Commission
          on July 14, 1999).

     2.2  Certificate of Incorporation of the Company (incorporated by reference
          Company's  Form  10-SB  filed  with the  Securities  and  Exchange
          Commission on July 14, 1999).

     2.3  By-Laws of the Company (incorporated by reference Company's Form 10-SB
          filed with the  Securities  and Exchange  Commission  on July 14,
          1999).

    2.4   Certificate of Amendment (incorporated by reference Company's Form 8-K
           filed with the Securities and Exchange Commission on March 10, 2003).

    4.1   Form of Common Stock Certificate  (incorporated by reference Company's
          Form 10-SB filed with the Securities  and Exchange  Commission on
          July 14, 1999).

     10.1 Operating  Agreement  between the Registrant and Alpha  Communications
          Corp.,  dated December 17, 1998  (incorporated by reference  Company's
          Form 10-SB filed with the Securities  and Exchange  Commission on July
          14, 1999).

     99.1(*)  Certification  of  Principal  Executive  Officer  Pursuant to 18
          U.S.C.  Section  1350

* Included herein
--------------------------------------------------------------------------------

(b)  Reports on Form 8-K:

     The  Company did not file any reports on Form 8-K during the fourth quarter
ended  December  31, 2002. On March 10, 2003, the Company filed a report on Form
8-K relating to the amendment to the certificate of incorporation to reauthorize
50,000,000  shares of stock consisting of 49,990,000 shares of common stock with
a par value of $.0001 per share, and 10,000 shares of preferred stock with a par
value  of  $.0001  per  share,  following  a  1:25  reverse  stock  split.

ITEM 14. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     (a)  Evaluation  of  disclosure  controls  and  procedures.  Our  principal
executive  officer,  after  evaluating  the  effectiveness  of  the  Company's
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of  1934  Rules  13a-14(c)  and 15-d-14(c)) as of a date (the "Evaluation Date")
within  90  days  before the filing date of this quarterly report, has concluded
that  as  of  the  Evaluation  Date, our disclosure controls and procedures were
adequate and designed to ensure that material information relating to us and our
consolidated  subsidiaries  would  be  made known to them by others within those
entities.

     (b)  Changes  in  internal  controls.  There  were  no  significant changes
in  our  internal  controls  or  to  our  knowledge, in other factors that could
significantly  affect  our  disclosure controls and procedures subsequent to the
Evaluation  Date.

<PAGE>

     SIGNATURES

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


ALPHACOM CORPORATION

By:  /s/ William  A. Montgomery
- -----------------------------
William  A. Montgomery
President, CEO and a Director

March 18, 2003

     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

/s/ William  A. Montgomery
- ----------------------------
William  A. Montgomery
President, CEO and Director                       Dated: March 18, 2003



CERTIFICATION

I, William A. Montgomery, Principal Executive Officer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of AlphaCom Corporation;

2.   Based on my knowledge, this annual 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 annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual 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 annual report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and 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 me by others within those
          entities, particularly during the period in which this annual 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 annual report (the "Evaluation Date"); and

     c)   presented in this annual report my conclusions about the effectiveness
          of the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):

     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.   I have indicated in this annual report whether there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of my most recent
     evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Date: March 18, 2003


/s/ William A. Montgomery
William A. Montgomery
Principal Executive Officer



<PAGE>

Financial Statements

                              ALPHACOM CORPORATION
                              FINANCIAL STATEMENTS
                                DECEMBER 31,2002
                              Stated in U.S. Funds

<PAGE>


                              ALPHACOM CORPORATION
                              FINANCIAL STATEMENTS
                                DECEMBER 31,2002


                                    CONTENTS
                                                                     Page

Auditors' Report                                                      1

Balance Sheet                                                         2

Statement of Deficit                                                  3

Statement of Loss                                                     4

Statement of Cash Flows                                               5

Notes to Financial Statements                                        6 - 9

<PAGE>

                                AUDITORS' REPORT
                                ----------------

To the Shareholders of ALPHACOM CORPORATION

We have audited the Balance Sheet of ALPHACOM CORPORATION as at December 31,2002
and  the  Statements  of  Loss,  Deficit and Cash Flows for the year then ended.
These  financial  statements are the responsibility of the company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in the United States.  Those standards require that we plan and perform an audit
to  obtain  reasonable  assurance  whether  the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audit provides a reasonable basis for our
opinion.

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the  financial position of the Company as at December 31,2002 and the
results  of  its  operations  and  its  cash  flows  for  the year then ended in
accordance  with  generally accepted accounting principles in the United States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in note 2 to the
financial  statements, the Company has suffered recurring losses from operations
that  raise  substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in note 2.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.

Concord, Ontario                                    "Rosenberg Smith & Partners"
March 5, 2003                                           CHARTERED ACCOUNTANTS

<PAGE>

                              ALPHACOM CORPORATION
             (Incorporated under the laws of the State of Delaware)
                                  BALANCE SHEET
                                DECEMBER 31,2002
                              Stated in U.S. Funds
-------------------------------------------------------------------------------
                                                          2002             2001
-------------------------------------------------------------------------------
                                                            $                $

                                     ASSETS

CURRENT

Cash                                                        8               83

CAPITAL ASSETS (Note 4)                                    244              304
-------------------------------------------------------------------------------
                                                           252              387
===============================================================================

                                   LIABILITIES
CURRENT

Accounts payable                                          47,711         11,588
Due to parent company (Note 5)                            29,601          8,563
                                                          ------          -----
                                                          77,312         20,151
                                                          ------         ------

                              SHAREHOLDERS' DEFICIT

SHARE CAPITAL ISSUED AND PAID UP (Note 6)                  1,110          1,110

CAPITAL IN EXCESS OF PAR VALUE                           109,890        109,890

DEFICIT                                                 (188,060)      (130,764)
                                                        ---------      ---------
                                                         (77,060)       (19,764)
--------------------------------------------------------------------------------
                                                             252            387
================================================================================

                                                APPROVED ON BEHALF OF THE BOARD:
                                                                        Director
                                          ------------------------------
                                                                        Director
                                          ------------------------------

                             See Accompanying Notes

<PAGE>

                              ALPHACOM CORPORATION
                              STATEMENT OF DEFICIT
                           YEAR ENDED DECEMBER 31,2002
                              Stated in U.S. Funds
-------------------------------------------------------------------------------
                                                          2002             2001
-------------------------------------------------------------------------------
                                                            $                $

Balance, beginning of year                              (130,764)      (179,676)

     Net income (loss)                                   (57,296)        48,912
--------------------------------------------------------------------------------
Balance, end of year                                    (188,060)      (130,764)

                             See Accompanying Notes

<PAGE>

                              ALPHACOM CORPORATION
                                STATEMENT OF LOSS
                           YEAR ENDED DECEMBER 31,2002
                              Stated in U.S. Funds
-------------------------------------------------------------------------------
                                                          2002             2001
-------------------------------------------------------------------------------
                                                            $                $
REVENUE                                                     -                -
                                                          ------          -----
EXPENSES
Amortization                                                  60             76
Management salaries                                         -             2,500
Office and general                                         1,964         14,543
Professional fees                                         55,272         32,504
                                                          ------          -----
                                                          57,296         49,623
Cost recovery (Note 7)                                      -           (98,535)
                                                          ------          -----
                                                          57,296        (48,912)
                                                          ------          -----
--------------------------------------------------------------------------------
NET INCOME (LOSS)                                        (57,296)        48,912
================================================================================

Earnings (loss) per share  - basic and fully diluted       (0.01)             -

Weighted average number of common shares outstanding   11,100,000    11,100,000

                             See Accompanying Notes

<PAGE>

                              ALPHACOM CORPORATION
                             STATEMENT OF CASH FLOWS
                           YEAR ENDED DECEMBER 31,2002
                              Stated in U.S. Funds
-------------------------------------------------------------------------------
                                                          2002             2001
-------------------------------------------------------------------------------
                                                            $                $
CASH  GENERATED  (USED)  BY:

OPERATING  ACTIVITIES

Net income (loss)                                        (57,296)        48,912
Non-cash expenses
Amortization                                                  60             76
Changes in other working capital items
Accounts payable                                          36,122        (37,460)
                                                          ------          -----
                                                         (21,114)        11,528
                                                          ------          -----

FINANCING  ACTIVITIES

Advances from (to) parent company                          21,039       (11,658)
                                                          ------          -----

DECREASE IN CASH                                              (75)         (130)

CASH, beginning of year                                        83           213
--------------------------------------------------------------------------------
CASH, end of year                                               8            83
================================================================================

                             See Accompanying Notes

<PAGE>

                              ALPHACOM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31,2002
                              Stated in U.S. Funds

1.     NATURE OF OPERATIONS

Alphacom Corporation was incorporated under the laws of the State of Delaware on
December  15,1997.  The Company is a marketing distribution company operating in
the  distribution  of  software  programs.

2.     GOING CONCERN

These  financial  statements  have been prepared on a going concern basis, which
assumes  the  realization of assets and liquidation of liabilities in the normal
course of business.  The Company realized a net loss of $57,296 for 2002 (2001 -
income  of $48,912 after taking into account a recovery of expenses as part of a
Share Purchase Agreement as described in note 7 below).   The application of the
going  concern  concept is dependant on the Company's ability to generate future
profitable  operations  and/or  obtain  additional  financing  to  fund  future
operations.  Management  continues  to make loans to the Company to fund ongoing
cash  flow  requirements  and  is  of  the  opinion  that it must review various
alternatives  to  allow  the  Company  to  continue  operations,  including  new
financing,  merger  opportunities  or an outright sale, in order that sufficient
working  capital will be obtained from operations and external financing will be
obtained  to  meet the Company's liabilities and commitments as they become due.
If  the  going  concern  assumption  were  not  appropriate  for these financial
statements, then adjustments would be necessary to the carrying values of assets
and  liabilities,  the  reported  revenues  and  expenses, and the balance sheet
classifications  used.

3.     ACCOUNTING  POLICIES

     (a)     CAPITAL  ASSETS:

Capital  assets  are  carried at acquisition cost less accumulated amortization.
Amortization  is  provided annually by the company at rates intended to amortize
the  assets  over  their  estimated  useful  lives  as  follows:

Furniture  and  fixtures     20%     diminishing  balance

Where the company determines that circumstances indicate that the carrying value
of  certain  capital  assets  may not be recoverable, the company's policy is to
write  the asset down to an estimate of the future cash flows expected to result
from the use of the asset and its eventual disposition.  Such an impairment loss
will  be  charged  to  operations  in  the  current  year.


     (b)     REVENUE  RECOGNITION:

The  Company  records  its  revenue  from  licensing  contracts  as services are
provided.

<PAGE>

                              ALPHACOM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31,2002
                              Stated in U.S. Funds


     (c)     USE  OF  ESTIMATES:

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

     (d)     INCOME  TAXES:

The  company  accounts  for income taxes under the asset and liability method as
required  by  SFAS  No.  109,  Accounting  for Income Taxes.  Under this method,
deferred  income  taxes  are  recognized  for  the tax consequences of temporary
differences  by  applying  enacted  tax  rates  applicable  to  future  years to
differences  between the financial statements carrying amounts and the tax bases
of  existing  assets  and  liabilities.

     (e)     COMPREHENSIVE  INCOME:

In  June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
130,  "Reporting  Comprehensive Income", which was adopted by the Company.  SFAS
No.  130 establishes standards for reporting and display of comprehensive income
and its components in an entity's financial statements.  Comprehensive income as
defined  includes  all  changes  in  equity  (net  assets)  during a period from
non-owner  sources.

     (f)     GENERAL:

These  financial  statements have been prepared in accordance with United States
generally  accepted  accounting  principles  (GAAP),  as  they  relate  to these
financial  statements.

4.     CAPITAL ASSETS
                                                           2002         2001
                                         ACCUMULATED     NET BOOK     NET BOOK
                               COST     AMORTIZATION       VALUE        VALUE
-------------------------------------------------------------------------------
                                $            $                $            $
Furniture and fixtures           475          231              244          304
================================================================================

<PAGE>

                              ALPHACOM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31,2002
                              Stated in U.S. Funds


5.     DUE TO PARENT COMPANY

The  balances due to the parent company, 1476848 Ontario Inc., relate to current
expenditures,  have no specific terms of repayment and are non-interest bearing.

6.     STATED  CAPITAL

                                                                  2002     2001
                                                                  ----     ----
                                                                    $        $
AUTHORIZED

     49,990,000     Common shares, par value $.0001 per share
         10,000     Preference shares, par value $.0001 per share

ISSUED AND PAID UP
     11,100,000     Common shares                                 1,110   1,110
                                                                  =====   =====

On  March  7,  2003  the  Company  declared  a  1:25  reverse  stock  split  and
reauthorized  50,000,000  shares  of  stock  consisting  of 49,990,000 shares of
common  stock  with  a  par  value  of  $.0001  per  share, and 10,000 shares of
preferred  stock with a par value of $.0001 per share.  All historical share and
per  share  information  has  been  restated  to reflect the effects of the 1:25
reverse  stock  split  on  a  retroactive  basis.
On  March  19, 2001 the Company had declared a 4-for-1 stock split of its common
stock  by  way  of  a stock dividend.  In addition, the Company's Certificate of
Incorporation  was amended to provide that the par value of the Company's common
and  preferred  shares  shall  be  reduced  from  $0.001  to  $0.0001.

On  May 28, 2001 a Share Purchase Agreement was entered into between Lingo Media
Inc.  and 1476848 Ontario Inc., wherein 1476848 Ontario Inc. acquired 10,822,500
shares  in  the  Company  from  Lingo  Media  Inc.

7.     COST RECOVERY

As per the Share Purchase Agreement mentioned in note 6 between Lingo Media Inc.
(the  previous  parent  company)  and  1476848 Ontario Inc., Lingo Media assumed
liabilities  in  the  amount of $68,910 and the loan in the amount of $29,625 by
Lingo  Media  was  forgiven.

<PAGE>

                              ALPHACOM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31,2002
                              Stated in U.S. Funds


8.     EARNINGS (LOSS) PER SHARE

The  per  share  data  has  been calculated using the weighted average number of
common shares outstanding during each period presented a basic and fully diluted
basis  in  accordance  with  SFAS  128.

9.     INCOME TAXES

The  Company has provided a full valuation allowance against deferred tax assets
at  December  31, 2002, due to uncertainties in the Company's ability to utilize
its  net  operating  losses.

<PAGE>