SECURITIES AND EXCHANGE COMMISSION (2)

                             Washington, D.C. 20549

                                  Form 10-QSB/A
                                  -------------

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

                         For Quarter ended June 30, 2004

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

      For the transition period from                   to
                                     -----------------    ----------------

                           Commission File No 0-32307

                               ALPHA HOLDING, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                           59-3518707
            --------                                           ----------
  (State or other jurisdiction                          (IRS Employer ID Number)
of incorporation or organization)


                      Suite 205, 9977-178 Street, bldg #74,
                        Edmonton, Alberta Canada T5T 6J6
                      -------------------------------------
                    (Address of principal executive offices)

                                 (780) 445-8769
                                 --------------
                           (Issuer's Telephone Number)

                                       N/A
               --------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     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
                              ------                 ------

     As of June 30, 2004, the Issuer had 8,330,000 shares of Common Stock, par
value $.001 per share, issued and outstanding.





<PAGE>






Item 1. Financial Statements and Exhibits
-----------------------------------------

     (a)  The unaudited financial statements of Registrant for the three months
          ended June 30, 2004, follow. The financial statements reflect all
          adjustments which are, in the opinion of management, necessary to a
          fair statement of the results for the interim period presented.




                               ALPHA HOLDING, INC.

                                  JUNE 30, 2004
                                   (UNAUDITED)




                                    I N D E X
                                    ---------


                                                                   Page No.
                                                                  ----------


CONDENSED BALANCE SHEET                                               2


CONDENSED STATEMENTS OF OPERATIONS                                    3


CONDENSED STATEMENTS OF CASH FLOWS                                    4


NOTES TO CONDENSED FINANCIAL STATEMENTS                               5

























                                        1
<PAGE>






<TABLE>
<CAPTION>
                               ALPHA HOLDING, INC.

                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                                  JUNE 30, 2004


                                                       Three Months Ended June 30
                                                         2004                2003
                                                   ----------------    ----------------

                                     Assets
                                     ------

<S>                                                <C>                 <C>
Current assets
     Loans receivable - related party              $           430     $           430
                                                   ----------------    ----------------

Total assets                                       $           430     $           430
                                                   ================    ================



                    Liabilities and Stockholders' Deficiency
                    ----------------------------------------

Current liabilities
     Accounts payable/Accrued expenses             $        16,731     $         8,740
     Due to related party                                   18,920              12,068
                                                   ----------------    ----------------

Total Liabilities                                           35,651              20,808
                                                   ----------------    ----------------


Stockholders' deficiency
     Common stock  - $.001 par value
         10,000,000 shares authorized
         issued 8,330,000 shares in 2004
         and 3,800,000 in 2003                               8,330               3,800
     Additional paid-in capital                              5,160               5,160
     Deficit                                               (48,711)            (29,338)
                                                   ----------------    ----------------

Total stockholders' deficiency                             (35,221)            (20,378)
                                                   ----------------    ----------------

Total liabilities and stockholders' deficiency     $           430     $           430
                                                   ================    ================
</TABLE>



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

                                        2
<PAGE>






                               ALPHA HOLDING, INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                     Three Months June 30,
                                                  2 0 0 4           2 0 0 3
                                               --------------    --------------

Cost and expenses
     General and administrative expenses       $       2,901     $       2,775

Total cost and expenses                        $       2,901     $       2,775
                                               ==============    ==============
     Operating loss

Net loss                                       $      (2,901)    $      (2,775)
                                               ==============    ==============

Loss per common share                          $        (.00)    $        (.00)
                                               ==============    ==============

Weighted average common shares outstanding         8,330,000         3,800,000
                                               ==============    ==============




















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

                                        3
<PAGE>






                               ALPHA HOLDING, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                  Six Months Ended June 30,
                                                  2 0 0 4           2 0 0 3
                                               --------------    --------------

Cash flows from operating activities
     Net loss                                  $      (7,151)    $      (4,095)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
     Accrued expenses                                  3,649             2,640
                                               --------------    --------------

Net cash used in operating activities                 (3,502)           (1,455)
                                               --------------    --------------
Cash flows from financing activities
     Due to related party                              3,502             1,455
                                               --------------    --------------

Net cash provided by financing activities              7,151             1,455

Net change in cash                                        --                --

Cash - beginning of period                                --                --
                                               --------------    --------------

Cash - end of period                           $          --     $          --
                                               ==============    ==============















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

                                        4
<PAGE>






                               ALPHA HOLDING, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 (NOT REVIEWED)


1.   BUSINESS DESCRIPTION - ORGANIZATION
----------------------------------------

     The  accompanying   unaudited  condensed  financial  statements  have  been
     prepared in accordance with accounting principles generally accepted in the
     United  States of America for interim  financial  information  and with the
     instructions  to Form 10-QSB and Item 310 of Regulation  S-B.  Accordingly,
     they do not  include  all of the  information  and  footnotes  required  by
     accounting  principles  generally  accepted in the United States of America
     for  complete  financial  statements.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair presentation have been included. Operating results for the three
     months ended June 30, 2004 are not  necessarily  indicative  of the results
     that may be expected for the year ending  December  31,  2004.  For further
     information,  refer  to the  financial  statements  and  footnotes  thereto
     included in the Form 10-KSB for the year ended December 31, 2003.

     On August 19, 1997,  Alpha Holding,  Inc. (the "Company") was  incorporated
     under the laws of the State of  Delaware.  The  Company  may  engage in any
     business that is permitted by the general corporation law of Delaware.  The
     Company is a "blank check"  company.  A "blank check"  company is a company
     that has no specific  business  plan or purpose or has  indicated  that its
     business plan is to engage in a merger or acquisition  with an unidentified
     company or  companies.  The  Company has been  exploring  sources to obtain
     additional  equity  or  debt  financing.   The  Company  has  entered  into
     negotiations  to acquire a privately  held company in exchange for issuance
     of a  controlling  interest of the  Company's  stock.  The Company has also
     indicated its intention to participate  in one or more as yet  unidentified
     business  ventures,  which  management  will  select  after  reviewing  the
     business opportunities for their profit or growth potential.

     LIQUIDITY AND CAPITAL RESOURCES
     -------------------------------

     The accompanying  financial statements have been prepared assuming that the
     Company  will  continue  as a  going  concern.  The  Company  has  suffered
     recurring  losses from  operations  and has a net capital  deficiency  that
     raises substantial doubt about its ability to continue as a going concern.

     The Company is a "blank check"  Company and has  experienced no significant
     change in liquidity,  capital resources of stockholders'  equity other than
     the receipt of proceeds for its operating  expenses.  Substantially  all of
     such funds have been used to pay expenses incurred by the Company.

     RESULTS OF OPERATIONS
     ---------------------

     For the six months ended June 30, 2004 and 2003, the Company had engaged in
     no significant operations other than the acquisition of capital for general
     and  administrative  expenses and  registration of its securities under the
     Securities  Exchange Act of 1934. During this period,  the Company received
     no  operating  revenues.   General  and  administrative   expenses  consist
     primarily of professional fees.

     The  Company  is seeking to carry out its plan of  business  to  complete a
     merger or business acquisition transaction.  The Company's existing capital
     will  not be  sufficient  to  meet  the  Company's  cash  needs,  including
     complying with its  continuing  reporting  obligation  under the Securities
     Exchange Act of 1934. Accordingly, additional capital will be required.



                                        5
<PAGE>






2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------

     STATEMENT OF CASH FLOWS
     -----------------------

     The Company  considers all highly liquid debt instruments  purchased with a
     maturity of three months or less to be cash  equivalents.  No cash was paid
     for interest  for the six months  ended June 30, 2004 and 2003.  During the
     six  months  ended  June,  2004 and 2003,  the  Company  paid $-0- and $455
     respectively, in income taxes.

     START-UP COSTS
     --------------

     The Company  adopted the provisions of the American  Institute of Certified
     Public Accountants'  Statement of Position 98-5, "Reporting on the Costs of
     Start-Up  Activities".  SOP provides guidance on the financial reporting of
     start-up and  organization  costs and requires such costs to be expensed as
     incurred.

     The start-up costs consist principally of professional and consulting fees.

     LOSS PER COMMON SHARE
     ---------------------

     Loss per common  share is computed by dividing  the net loss for the period
     by the weighted  average  number of shares  outstanding  for the six months
     ended June 30, 2004 and 2003.

     USE OF ESTIMATES
     ----------------

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

     SIGNIFICANT ESTIMATES
     ---------------------

     Several  areas  require  significant   management   estimates  relating  to
     uncertainties  for which it is  reasonably  possible  that  there will be a
     material change in the near term. The significant area requiring the use of
     management estimates related to accrued expenses.

     INCOME TAXES
     ------------

     Deferred  tax  assets and  liabilities  are  recognized  for the future tax
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of existing assets and  liabilities and their  respective
     tax basis.  Deferred tax assets and  liabilities are measured using enacted
     tax rates  expected to apply to taxable  income in the years in which those
     temporary  differences are expected to reverse.  The effect on deferred tax
     assets  and  liabilities  from a change in tax rates is  recognized  in the
     statement of operations in the period that includes the enactment date.

     The Company has not yet  commenced an active trade or business,  therefore,
     the Company did not provide any current or deferred federal or state income
     tax provision or benefit for any of the periods  presented because to date,
     it  has  experienced  operating  losses.  The  Company  has a  federal  net
     operating loss carry forward of approximately $29,000 expiring in the years
     2017 through 2022. The tax benefit of this net operating loss,  based on an
     effective tax rate of 40%, is approximately  $12,000 and has been offset by
     a full valuation allowance.



                                        6
<PAGE>






2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
-----------------------------------------------------------

     INCOME TAXES (Continued)
     ------------------------

     For the six months ended June 30, 2004 and 2003,  based on an effective tax
     rate of 40%,  the  valuation  allowance  increased  by $2,860  and  $1,639,
     respectively.

     The use of net  operating  loss carry  forward  is  subject to  limitations
     imposed  by the  Internal  Revenue  Service  in the event of the  change in
     control.


3.   COMMON STOCK
-----------------

     The Company is  authorized  to issue  10,000,000  shares of par value $.001
     common stock.  The Company has issued and outstanding  8,330,000  shares of
     common  stock that has been  valued at prices  ranging  from $.001 to $.10.
     These values were based upon  management's  estimate of the current  market
     prices at the time the shares were issued.


4.   RELATED PARTY TRANSACTIONS
-------------------------------

     The  caption  "Due to  related  Company"  are  loans  that  are  unsecured,
     non-interest  bearing  and have no fixed  terms  of  repayment,  therefore,
     deemed payable on demand. The Company's operating expenses in 2004 and 2003
     were paid by the related company.

     The balance due to the related company, at June 30 was $18,920.




















                                        7
<PAGE>






Item 2. Management's Discussion and Analysis or Plan of Operation
-----------------------------------------------------------------

     The Company is considered a development stage company with limited assets
or capital, and with limited operations or income since inception in August,
1997. The costs and expenses associated with the preparation and filing of this
registration statement and other operations of the company have been paid for by
the controlling shareholders of the Company who are also its officers and
directors. It is anticipated that the Company will require only nominal capital
to maintain the corporate viability of the Company and any additional needed
funds will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate future. Current shareholders have not
agreed upon the terms and conditions of future financing and such undertaking
will be subject to future negotiations, except for the express commitment of the
officers and directors to fund required filings pursuant to the Securities
Exchange Act of 1934 (the " `34 Act"). Repayment of any such funding will also
be subject to such negotiations. However, unless the Company is able to
facilitate an acquisition of or merger with an operating business or is able to
obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.

     In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

     Management plans may but do not currently provide for experts to secure a
successful acquisition or merger partner so that it will be able to continue as
a going concern. In the event such efforts are unsuccessful, contingent plans
have been arranged to provide that the current Director of the Company is to
fund required future filings under the 34 Act, and existing shareholders have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.

Plan of Operation
-----------------

     The Company has entered into negotiations to acquire a privately held
company in exchange for issuance of a controlling interest in the Company's
common stock. In the event that negotiations are not concluded successfully,
then during the next twelve months, the Company will continue to actively seek
out and investigate possible business opportunities with the intent to acquire
or merge with one or more business ventures. In its search for business
opportunities, management will follow the procedures outlined in Item 1, above.
Because the Company has limited funds, it may be necessary for the officers and
directors to either advance funds to the Company or to accrue expenses until
such time as a successful business consolidation can be made. The Company will



                                        8
<PAGE>






not make it a condition that the target company must repay funds advanced by its
officers and directors. Management intends to hold expenses to a minimum and to
obtain services on a contingency basis when possible. Further, the Company's
directors will defer any compensation until such time as an acquisition or
merger can be accomplished. However, if the Company engages outside advisors or
consultants in its search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. As of the date hereof, the
Company has not made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the Company does
need to raise capital, most likely the only method available to the Company
would be to private sale of its securities. Because of the nature of the Company
as a development stage company, it is unlikely that it could make a public sale
of securities or be able to borrow any significant sum from either a commercial
or private lender. There can be no assurance that the Company will be able to
obtain additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.

     The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.


ITEM 3. CONTROLS AND PROCEDURES
-------------------------------

     In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of June 30, 2004 to provide reasonable assurance
that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms.

     There has been no change in our internal controls over financial reporting
that occurred during the quarter ended June 30, 2004 that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.







                                        9
<PAGE>






Forward-Looking Statements
--------------------------

     This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates, will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analysis made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements, and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.


                                     PART II
                                     -------

Item 6. Exhibits and reports on Form 8-K
----------------------------------------

     (a)  The exhibits required to be filed herewith by Item 601 of regulation
          S-B, as described in the following index of exhibits, are incorporated
          herein by reference, as follows:

Exhibit No.    Description
-----------    -----------

3.1            Articles of Incorporation of Alpha Holding, Inc. (1)
3.2            By-Laws of Alpha Holding, Inc. (1)
31.1           Certification pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002
31.2           Certification pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002
32.1           Certification pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002




                                       10
<PAGE>






(1)  Incorporated by reference from the Form 10-SB filed by the Company on
     February 7, 2001

     (b)  b) The Company filed the following report on Form 8-K during the
          quarter ended June 30, 2004.

     On June 9, 2004, the Company filed a Form 8-K relating to the following
reportable events: (i) On May 12, 2004 Madison Holdings, Inc. sold 1,260,000
restricted shares of common stock constituting approximately 33% of the
Registrants issued and outstanding common stock as follows: 840,000 of the
shares were sold to Sea Horse International Ventures, Inc. and 420,000 shares
were sold to Graham Millington. The aggregate purchase price for the shares was
$50,000. On May 12, 2004 the Registrant issued 3,020,000 restricted common
shares for Sea Horse International Ventures, Inc. and 1,510,000 restricted
common shares to Graham Millington. As a result of the sale and stock issuance,
Sea Horse owns a total of 3,860,000 of Registrant's common stock constituting
approximately 46% of the Company's issued and outstanding shares and Graham
Millington owns 1,930,000 shares of the Company's issued and outstanding shares
constituting approximately 23% of the Company's issued and outstanding shares.
(ii) On May 12,2004, John R. Rice, III and Joseph F. Ingrassia resigned as
officers and directors of Registrant and the following were appointed as
Officers and Directors of the Registrant. (iii) the new officers and directors
are Rodney Koch, Chairman and Director; Graham Millington, President and Chief
Executive Officer and Director; Wayne Izumi Secretary and Director.

























                                       11
<PAGE>






                                   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:  August 17, 2004                    ALPHA HOLDING, INC.
       ----------------                    -------------------


                                           /s/ Graham J. Millington
                                           -----------------------------------
                                           Graham J. Millington, President &
                                           C.E.O.



                                           /s/ Rodney Koch
                                           -----------------------------------
                                           Rodney Koch, Chairman







































                                       12