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

                                   Form 10-KSB

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

      For the fiscal year ended December 31, 2001

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

      For the transition period from _________________ to _________________

      Commisison file number

                               ALPHA HOLDING, INC.
                      -------------------------------------
                     (Name of small business in its charter)

           Delaware                                               59-3518707
 ---------------------------                                   ---------------
(State or other jurisdiction                                     (IRS Employer
     of Incorporation                                          Identification #)

                           Suite 403, 645 Fifth Avenue
                           ---------------------------
            Address of Principal Executive Office (street and number)

                            New York, New York 10022
                            ------------------------
                            City, State and Zip Code

Issuer's telephone number:  (212) 750-2002
Securities registered under Section 12(b) of the Act:
Title of each class   N/A
Securities to be registered under Section 12(g) of the Act:

                          Common Stock $.001 par value
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes     X     No
      -----      -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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. ___

State issuer's revenue for its most recent fiscal year: $-0-

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked priced of such stock, as of a specified date within the past 60
days (See definition of affiliate in Rule 12b-2):$-0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,800,000 as of December 31, 2001.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General

     Alpha Holding, Inc. (the "Company/Alpha") was incorporated under the laws
of the State of Delaware on August 19, 1997, and is in the early developmental
and promotional stages. To date the Company's only activities have been
organizational ones, directed at the raising of capital, and preliminary efforts
to seek one or more properties or businesses for acquisition. The Company has
not commenced any commercial operations. The Company has no full-time employees
and owns no real estate.

     As of the end of its fiscal year ending December 31, 2001, the Company was
in negotiations with Todtri Productions, Ltd., a New York corporation ("Todtri")
engaged in the book publishing business. On January 11, 2002, the Company
entered into a Stock Purchase Agreement with Todtri and Todtri's shareholders
for the purchase by the Company of all the issued and outstanding shares of
Todtri in exchange for issuance of 17,914,286 Alpha shares to the Todtri
shareholders. After closing of the stock purchase, Todtri will be a wholly owned
subsidiary of the Company and the Todtri shareholders will own 82.5% of the
issued and outstanding shares of Alpha.

     The Company anticipates that the closing of the Todtri stock purchase will
occur prior to May 30, 2002. After the closing of the transaction, the Company
will be engaged inthe book publishing business.

     Todtri was formed in New York in 1981 as a consulting company to a number
of media related businesses. In 1989, Todtri started producing books for other
publishing and distribution companies, such as Outlet Book Company, Smithmark,
Courage Books, W.H. Smith, and Chapters. Todtri publishes predominantly hard
cover, illustrated books covering a wide range of popular, non-fiction,
subjects, often referred to collectively as "coffee-table books". Today, Todtri
has a customer base of more than 3,000 customers in the United States and
effective distribution of its products around the world. Its customers include
Book Wholesalers, Retailers, Price Clubs, Mass-Market Merchandisers, and
Publishers of Books. Todtri's business address is 254 West 31st Street, New
York, NY 10001-2813. Telephone: 212 695 6622.

     In 1998, Todtri entered into fulfillment agreements with two warehouse
operations, one in New York, and the other in the United Kingdom. These
warehouse operations maintain Todtri's inventory and fulfill orders by shipping
books to Todtri's customers. The New York fulfillment company has been in the
same location for more than 50 years and has a long term lease with its landlord
for approximately 250,000 square feet of space of which approximately 50,000
square feet is used to service Todtri's needs. The United Kingdom fulfillment
company has a long term lease with its landlord for approximately 100,000 square
feet of space of which approximately 20,000 square feet is used to service
Todtri's needs.

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     In 1999, Todtri entered into a distribution agreement with a company in
Australia handling sales, storage and fulfillment functions. Todtri also entered
into representation agreements with commissioned sales representatives,
experienced with selling the types of books the company publishes. The sales
representatives are independent contractors and not employees of Todtri. The
sales representatives earn commissions generally ranging from 2.5% to 12.5% of
the net invoice value based on, among other things, the location of the
representative and the discount at which such books are sold.

Intellectual Property Rights

     Todtri is the copyright holder to approximately 200 books it has
originated, including all the text it commissioned on a work for hire basis. The
artwork appearing in its publications is owned by various copyright holders and
permission secured for reproduction purposes within the context of each book
project.

Markets

     Todtri has penetrated a number of markets including trade retail, bargain
retail, wholesale, museum shops, school and library, gift stores, price clubs,
mass-market merchandisers, premium, display marketing and the Internet.

Products and Competition

     Todtri predominantly publishes hard bound, full-color, illustrated books on
a wide range of popular subjects, include fine arts, architecture,
transportation, travel, natural history, crafts, gardening, health, cookery and
children.

     In the United States there are thousands of book publishing companies. Most
of these companies are relatively small to medium size, as is Todtri, and are
privately owned, although the industry is dominated by a small number of very
significant publishers with a global presence. Management believes Todtri can
compete in the book publishing industry because the market itself is fragmented
which offers ample opportunity to publishers that are creative and who have
their own internal distribution service.

     Todtri publishes approximately 60 new titles each year in order to insure
continued sales growth and provide its customers with exciting new product lines
to complement its ever-popular subjects such as natural history, travel, the
fine arts, and automobiles.

Suppliers and Customers

     Todtri has about 15 suppliers that supply it with inventory. The Company
believes that Todtri would not be adversely affected by the loss of any
particular supplier. Todtri has more than 3,000 customers and is therefore not
dependent on any one account. No customer has accounted for more than 10% of the
revenues in either of the last two years.

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Employees

     Todtri has seven employees, including its two executive officers.
Management believes its relationship with its employees is satisfactory.

Properties

     Todtri's lease for a 3,350 square feet of space in New York City has
expired and it is in the process of negotiations to renew the lease for seven
years. This facility houses senior management, and administrative support staff.
The space is sufficient for Todtri's current needs and for the foreseeable
future.

 Legal Proceedings

     Todtri is involved in a number of pending legal actions or threatened
actions from various third parties for non-payments of amounts they claim are
owed. The aggregate amount claimed by such third parties exceeds $700,000. In
addition, certain vendors from Picture Perfect USA, Inc., a former subsidiary of
Todtri, may assert claims against Todtri relating to Picture Perfect photography
sales. These potential claims may approximate two million dollars.

Liquidity and Capital Resources

     As of December 31, 2000, Todtri had negative working capital of $5,328,839
and as of September 30, 2001, had negative working capital of $5,653,526.
Working capital decreased from December 31, 2000 to September 30, 2001 by
$324,687. At September 30, 2001, liabilities exceeded assets by $6,904,235.

     Todtri entered into a factoring agreement in order to improve its cash
position and to provide proceeds from account receivables to its secured
creditor as well as to its finance company. The factor purchases Todtri's
accounts receivables and provides a 70% advance. Half of the advance is remitted
to Todtri's secured creditor and the other half to Todtri. On new inventory
purchases, the factor provides a 70% advance of which 7% goes to Todtri's
secured creditor and the balance goes to Todtri's finance company. Todtri does
not receive any advance associated with new inventory accounts receivables. The
factor permits the account receivables to age 90-100 days at its sole discretion
before selling them back to Todtri by applying them to Todtri's reserve account.
The reserve account is comprised of the 30% spread between the value of the
purchased receivables and the 70% advance. The factor's charges are based upon a
purchase price they pay when purchasing Todtri's account receivables and is
calculated from the invoice date and based upon the date on which they actually
receive payment from Todtri's customers. Invoices paid within 30 days are
purchased at 97% of the amount of account receivables and the discount given to
the factor is 3%. The purchase price decreases by 1%, and the discount to the
factor increases by 1%, for every 10 days that payment is not received. For
invoices paid after 90 days but within 100 days, the purchase price shall be 90%
of the amount of account receivables and the discount to the factor shall be
10%. For invoices paid after 100 days, the purchase price shall be 85% of the
amount of account receivables and the discount to the factor shall be 15%. The
factor applies its charges to Todtri's reserve account and any funds left over

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are remitted to Todtri or held in reserve against possible returns or bad debts
at the factor's sole discretion. The factor has a senior security interest in
Todtri's accounts receivables and a subordinate, to Todtri's secured creditor,
security interest in Todtri's chattel paper, inventory, equipment, instruments,
investment property, general intangibles, documents, proceeds and products of
the foregoing as its collateral. Todtri's shareholders also entered into a
Performance Guaranty with the factor. The factor agreement was renewed August
15, 2001 for one year based on a minimum volume of $200,000 in quarterly
accounts receivables. Any quarter that generates less than $200,000 is subject
to the factor charging Todtri a shortfall fee which is the average interest
charged, determined historically, over the amount that is less than the
quarterly $200,000. Todtri can terminate the agreement at any time prior to its
expiration date however it is subject to an early termination fee calculated at
the same rate as the shortfall fee.

     The finance company has provided Todtri with a line of credit in the amount
of $1.5 million and opens letters of credit to Todtri's suppliers for inventory
purchases. The finance company charges Todtri 5% of the face value of the letter
of credit fee at the time each is opened and charges Todtri 5% per month
compounded interest for the outstanding principal. The finance company receives
approximately 65% of the invoice value of Todtri's account receivables from the
factor as is explained above. The finance company has a senior security interest
in Todtri's new inventory and a subordinate, to Todtri's secured creditor,
security interest in Todtri's chattel paper, equipment, instruments, investment
property, general intangibles, documents, proceeds and products of the foregoing
as its collateral. Todtri also entered into a supply agreement, and a promissory
note with the finance company. There is no early prepayment penalty.

     The Company's Business Plan if the Todtri Stock Purchase Does Not Occur

     Management believes that it is highly unlikely that the Todtri Stock
Purchase will not close as agreed by the parties, However, in the event that the
Todtri stock purchase does not occur, the Company's business plan will be as
follows: The Company will continue to seek, investigate, and, if warranted,
acquire one or more properties or businesses. Such an acquisition may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
Company has very limited capital, and it is unlikely that the Company will be
able to take advantage of more than one such business opportunity. The Company
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

     It is anticipated that the Company's officers and directors will initiate
contacts with securities broker-dealers and other persons engaged in other
aspects of corporate finance to advise them of the Company's existence and to
determine if the companies or businesses they represent have an interest in
considering a merger or acquisition with the Company. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, given the limited funds that are expected to be available for
acquisitions, or that any acquisition that occurs will be on terms that are
favorable to the Company or its stockholders.

     The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,

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the minimum asset requirements in order to qualify shares for trading on NASDAQ
or on an exchange such as the American or Pacific Stock Exchange. (See
"Investigation and Selection of Business Opportunities"). The Company
anticipates that the business opportunities presented to it will (i) be recently
organized with no operating history, or a history of losses attributable to
under-capitalization or other factors; (ii) be experiencing financial or
operating difficulties; (iii) be in need of funds to develop a new product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in (i) through (iv). The Company intends to concentrate its acquisition efforts
on properties or businesses that it believes to be undervalued. Given the above
factors, investors should expect that any acquisition candidate may have a
history of losses or possibilities.

     The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.

     As a consequence of the Company's registration of its securities under the
Securities Exchange Act of 1934, any entity which has an interest in being
acquired by the Company is expected to be an entity that desires to become a
public company as a result of the transaction. In connection with such an
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the Company's
current principal shareholders by the target entity or its controlling
shareholders.

     It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

Investigation and Selection of Business Opportunities

     To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific firm may not necessarily be indicative
of the potential for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product emphasis, change
or substantially augment management, or make other changes. Because of the lack
of training or experience of the Company's management, the Company will be

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dependent upon the owners of a business opportunity to identify such problems
and to implement, or be primarily responsible for the implementation of,
required changes. Because the Company may participate in a business opportunity
with a newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further risks,
because management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services will
likely not be established, and such company may not be profitable when acquired.

     It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

     It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Company management does not generally anticipate that it will
provide holders of the Company's securities with financial statements, or any
other documentation, concerning a target company or its business prior to any
merger or acquisition. In some instances, however, the proposed participation in
a business opportunity may be submitted to the stockholders for their
consideration, either voluntarily by Company management which elects to seek the
stockholders' advice and consent, or because state law so requires.

     The analysis of business opportunities will be undertaken by or under the
supervision of the Company's executive officers and directors.

     Although there are no current plans to do so, Company management might hire
an outside consultant to assist in the investigation and selection of business
opportunities, and in that event, might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:

     (a) Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;

     (b) Competitive position as compared to other companies of similar size and
experience within the industry segment as well as within the industry as a
whole;

     (c) Strength and diversity of existing management, or management prospects
that are scheduled for recruitment;

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     (d) Capital requirements and anticipated availability of required funds, to
be provided from operations, through the sale of additional securities, through
joint ventures or similar arrangements, or from other sources;

     (e) The cost of participation by the Company as compared to the perceived
tangible and intangible values and potential;

     (f) The extent to which the business opportunity can be advanced;

     (g) The Company's perception of how any particular business opportunity
will be received by the investment community and by the Company's stockholders;

     (h) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items; and

     (i) Whether the financial condition of the business opportunity would be,
or would have a significant prospect in the foreseeable future to become, such
as to permit the securities of the Company, following the business combination,
to qualify to be listed on an exchange or on a national automated securities
quotation system, such as NASDAQ, so as to permit the trading of such securities
to be exempt from the requirements of Rule 15c2-6 recently adopted by the
Securities and Exchange Commission. See "Risk Factors - The Company - Regulation
of Penny Stocks."

     In regard to the possibility that the shares of the issuer would qualify
for listing on NASDAQ, the current standards for initial listing include, among
other requirements that the issuer have (1) net tangible assets of at least $4
million, or a market capitalization of at least $50 million, or net income in
its latest fiscal year of not less than $750,000 in its latest fiscal year, or
in two of the last three fiscal years; (2) a public float (i.e., shares that are
not held by any officer, director of 10% stockholder) of at least 1 million
shares; (3) a minimum bid price of at least $4 per share; (4) at least 300 round
lot stockholders (i.e., stockholders who own not less than 100 shares); and (5)
have an operating history of at least one year or have a market capitalization
of at least $50 million. Many, and perhaps most of the business opportunities
that might be potential candidates for a combination with the Company would not
satisfy the NASDAQ listing criteria.

     No one of the factors described above will be controlling in the selection
of a business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

     The Company is unable to predict when it may participate in a business
opportunity and it has not established any deadline for completion of a

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transaction. It expects, however, that the process of seeking candidates,
analysis of specific proposals and the selection of a business opportunity may
require several additional months or more.

     Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
product, service and company history; management resumes; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements or an indication that audited statements will be available
within sixty (60) days following completion of a merger transaction; and other
information deemed relevant.

     As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

     Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising equity capital
through the public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial, and
acquisition candidates which plan to acquire additional assets through issuance
of securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be assistance in that
process. Acquisition candidates which have a need for an immediate cash infusion
are not likely to find a potential business combination with the Company to be
an attractive alternative.

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to, share exchanges, mergers, agreements for purchase of and sale
of stock or assets, leases, licenses, joint ventures and other contractual
arrangements. The Company may act directly or indirectly through an interest in
a partnership, corporation or other form of organization. Implementing such
structure may require the merger, consolidation or reorganization of the Company
with other corporations or forms of business organization. In addition, the
present management and stockholders of the Company most likely will not have
control of a majority of the voting shares of the Company following a
reorganization transaction. As part of such a transaction, the Company's
directors may resign and new directors may be appointed without any vote by
stockholders.

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     It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of more than 80% of the common stock of the combined
entities immediately following the reorganization. If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's stockholders
in such circumstances would retain in the aggregate 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

     It is anticipated that any securities issued in any reorganization would be
issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

     The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter, the Company anticipates that it will enter into a
letter of intent with the management, principals or owners of a prospective
business opportunity prior to signing a binding agreement.

     Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind either the Company or the business opportunity to
consummate the transaction. Execution of a letter of intent will by no means
indicate that consummation of an acquisition is probable. Neither the Company
nor the business opportunity will be bound to consummate the acquisition unless
and until a definitive agreement concerning the acquisition as described in the
preceding paragraph is executed. Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should either party
elect to exercise any right provided in the agreement to terminate it on
specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.

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Competition

     The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities. The Company also will experience competition
from other public "blind pool" companies, many of which may have more funds
available than does the Company.

Administrative Offices

     The Company currently maintains a mailing address at Suite 403, 645 Fifth
Avenue, New York, New York 10022. The Company's telephone number there is (212)
750-2002.

     Other than this mailing address, the Company does not currently maintain
any other office facilities, and does not anticipate the need for maintaining
office facilities at any time in the foreseeable future. The Company pays no
rent or other fees for the use of this mailing address.

Employees

     The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants
as necessary, and does not anticipate a need to engage any full-time employees
so long as it is seeking and evaluating business opportunities. The need for
employees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities. No remuneration will be paid to the Company's officers except as
set forth under "Executive Compensation" and under "Certain Relationships and
Related Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

     Except for historical matters, the matters discussed in this Form 10-KSB
are forward-looking statements based on current expectations, and involve risks
and uncertainties. Forward-looking statements include, but are not limited to,
statements under the following headings:

     (i) "Description of Business - General" - the general description of the
Company's plan to seek a merger or acquisition candidate, and the types of
business opportunities that may be pursued.

     (ii) "Description of Business - Investigation and Selection of Business
Opportunities" - the steps which may be taken to investigate prospective
business opportunities, and the factors which may be used in selecting a
business opportunity. (iii) "Description of Business - Form of Acquisition" -
the manner in which the Company may participate in a business acquisition.

     The Company wishes to caution the reader that there are many uncertainties
and unknown factors which could affect its ability to carry out its business
plan in the manner described herein.

                                       10

<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY.

     The Company currently maintains a mailing address at Suite 403, 645 Fifth
Avenue, New York, New York 10022, which is the address of its attorney. The
Company pays no rent for the use of this mailing address. The Company's
telephone number is (212) 750-2002. Upon completion of the Todtri stock
purchase, the Company's address will be changed to the Todtri address. If the
Todtri stock purchase does not occur, the Company does not believe that it will
need to maintain an office at any time in the foreseeable future in order to
carry out its plan of operations described herein.

     The Company currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any such
investments in the future. However, the policy of the Company with respect to
investment in real estate assets could be changed in the future without a vote
of security holders.

ITEM 3. LEGAL PROCEEDINGS.

     The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

     No director, officer or affiliate of the Company, and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.

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

     No matters were submitted to a vote of the security holders of the Company
during the fiscal year which ended December 31, 2001. On January 10, 2002, by
written consent of a majority of shareholders, the Company agreed to enter into
a stock purchase agreement with Todtri.

                                     Part II

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

     There has been no established public trading market for the Company's
securities since its inception on August 19, 1997. As of December 31, 2001 there
were 3,800,000 shares outstanding, and the Company has 34 shareholders of
record. No dividends have been paid to date and the Company's Board of directors
does not anticipate paying dividends in the foreseeable future.

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

     The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholders equity other than the receipt of proceeds in the amount of $8,960
for its capitalization funds. Substantially all of such funds have been used to
pay expenses incurred by the Company.

     The Company intends to seek to carry out its plan of business as discussed
herein. In order to do so, it will require additional capital to pay ongoing
expenses, including particularly legal and accounting fees incurred in
conjunction with future compliance with its on-going reporting obligations.

                                       11

<PAGE>


Results of Operations

     During the period from August 19, 1997 (inception) through December 31,
2001, the Company has an accumulated deficit of $(14,741). During this period,
the Company has engaged in no significant operations other than organizational
activities, acquisition of capital, preparation and filing of the registration
of its securities under the Securities Exchange Act of 1934, as amended,
compliance with its periodical reporting requirements, and efforts to locate a
suitable merger or acquisition candidate. No revenues were received by the
Company during this period.

     The Company anticipates incurring a loss during fiscal year ending December
31, 2002 as a result of expenses associated with compliance with the reporting
requirements of the Securities Exchange Act of 1934, and expenses associated
with locating and evaluating acquisition candidates. The Company anticipates
that until a business combination is completed with an acquisition candidate, it
will not generate revenues. It may also continue to operate at a loss after
completing a business combination, depending upon the performance of the
acquired business.

Need for Additional Financing

     It is anticipated that the Company will require additional capital in order
to meet its cash needs for the next year, including the costs of compliance with
the continuing reporting requirements of the Securities Exchange Act of 1934, as
amended.

     No specific commitments to provide additional funds have been made by
management or other stockholders, and the Company has no current plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities prior to the location of a merger or acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses. Notwithstanding
he foregoing, to the extent that additional funds are required, the Company
anticipates receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities, or
through the private placement of restricted securities rather than through a
public offering.

     The Company does not currently contemplate making a Regulation S offering.

     The Company may also seek to compensate providers of services by issuances
of stock in lieu of cash. For information as to the Company's policy in regard
to payment for consulting services, see "Certain Relationships and
Transactions."

ITEM 7. FINANCIAL STATEMENTS.

4. INCOME TAXES

     The Company has a Federal net operating loss carryforward of approximately
$15,000 expiring in the year 2017 through 2021. The tax benefit of this net
operating losses is approximately $6,000 and has been offset by a full allowance
for business contributions under IRC Section 381. For the period ended December
31, 2001 the valuation allowance increased by $2,559.

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

     There have been no changes in or disagreements with accountants on
accounting matters or financial disclosure.

                                       12

<PAGE>


                                    Part III

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

     The directors and executive officers currently serving the Company are as
follows:


Name                         Age                    Position(s) held
----                         ---                    ----------------
Jospeh Pioppi                 72                    President, Director
Dominick P. Pope              68                    Secretary, Director

     The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer.

     The directors and officers will devote their time to the Company's affairs
on an "as needed" basis, which, depending on the circumstances, could amount to
as little as two hours per month, or more than forty hours per month, but more
than likely will fall within the range of five to ten hours per month.

Biographical Information

     Joseph Pioppi. Mr. Pioppi graduated from Brooklyn Community College with an
Associate Degree in Electrical and Electronic Technology. He attended City
College of New York, Bernard Baruch School of Business, and studied computer
technology at Temple University. Mr. Pioppi was employed with the Pennsylvania
Railroad, the Penn Central Railroad, and was a systems analyst for Conrail.

     Dominick P. Pope. Since 1977, Mr. Pope has served as President of L.J.
Loeffler In-House Communications Business, located in New York City. Mr. Pope
attended Baruch College and received an associates degree. Mr. Pope was formerly
the chairman of Intercom Technologies, Corp. and resigned from that position
April of 1998.

Compliance with Section 16(a) of the Exchange Act.

     Dominick P. Pope, an officer and director of the Company and
Mid-Continental Securities Corp. and Glenn A. Little beneficial owners of more
than 10% of the Company's common stock, were required to file an Initial
Statement of Beneficial ownership of Securities on Form 3 at the time of the
registration of the Company's securities under Section 12(g) of the Act. None of
them made a timely filing on Form 3. They have each represented to the Company
that they will complete all required filings under Section 16(a) on or before
May 30, 2002.

ITEM 10. EXECUTIVE COMPENSATION.

     No officer or director received any remuneration from the Company during
the fiscal year. Until the Company acquires additional capital, it is not
intended that any officer or director will receive compensation from the Company
other than reimbursement for out-of-pocket expenses incurred on behalf of the

                                       13

<PAGE>


Company. See "Certain Relationships and Related Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.

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

     The following table sets forth, as of the end of the Company's most recent
fiscal year, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5.0% or more
of the outstanding Common Stock of the Company. Also included are the shares
held by all executive officers and directors as a group.

Name and                              Number of Shares            Percent of
Address                              Owned Beneficially          Class Owned
--------------------------------------------------------------------------------

Mid-Continental Securities Corp.         2,230,000                   61%
5150 Tamiami Trial North
Naples, Florida 34103

Glenn A. Little                          1,000,000*                26.3%
211 West Wall
Midland, Texas 79701

Dominick P. Pope                            12,000                   **
144 Voorhis Ave
New Milford, NJ 07646

All Directors and                           12,000                   **
Executive officers (2)persons)

** Less than 1%

*    Does not include 100,000 shares each held by Mr. Little's children, Sarah
     Little, David Little and Eve M. Little.

Changes in Control

     A change in control of the Company will probably occur upon consummation of
a business combination, which is anticipated to involve significant change in
ownership of stock of the company, membership of the board of directors. The
extent of any such change or control in ownership or board composition cannot be
predicted at this time.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

     As permitted by Delaware law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil or

                                       14

<PAGE>


criminal action brought against them on account of their being or having been
Company directors or officers unless, in any such action, they are adjudged to
have acted with gross negligence or willful misconduct. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.

Conflicts of Interest

     None of the officers of the Company will devote more than a portion of his
time to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

     Each of the Company's officers and directors also are officers, directors,
or both of several other corporations. These companies may be in direct
competition with the Company for available opportunities.

     Company management, and the other principal shareholders of the Company,
intend to actively negotiate or otherwise consent to the purchase of a portion
of their common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction. Members of management acquired their shares
for services rendered at a price of $0.001 per share. It is anticipated that a
substantial premium may be paid by the purchaser in conjunction with any sale of
shares by officers, directors or affiliates of the Company which is made as a
condition to, or in connection with, a proposed merger or acquisition
transaction. The fact that a substantial premium may be paid to Company
officers, directors and affiliates to acquire their shares creates a conflict of
interest for them and may compromise their state law fiduciary duties to the
Company's other shareholders. In making any such sale, Company officers,
directors and affiliates may consider their own personal pecuniary benefit
rather than the best interests of the Company and the Company's other
shareholders, and the other shareholders are not expected to be afforded the
opportunity to approve or consent to any particular buy-out transaction
involving shares held by members of Company management.


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

     (a) The Exhibits listed below are filed as part of this Annual Report.

Exhibit No.     Document
------------     ---------------

 3.1            Articles of Incorporation (incorporated  by  reference
                from Registration Statement on Form 10-SB filed with the
                Securities and Exchange Commission on February 7, 2001).

3.2             Bylaws(incorporated by reference from Registration Statement on
                Form 10-SB filed with the Securities and Exchange
                Commission on February 7, 2001).


                                       15

<PAGE>



SIGNATURES

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

Dated:     April 15, 2002

                                  ALPHA HOLDING, INC.



                                  By:  /s/ Jospeh Pioppi
                                           -------------------------------------
                                           Joseph Pioppi, President, Director



                                  By:  /s/ Dominick P. Pope
                                           -------------------------------------
                                           Dominick P. Pope, Secretary, Director




                                       16

<PAGE>


                               ALPHA HOLDING, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                DECEMBER 31, 2001





                                    I N D E X


                                                                       Page No.
                                                                       --------


INDEPENDENT AUDITORS' REPORT                                           F-2 - F-3



BALANCE SHEETS                                                            F-4



STATEMENTS OF OPERATIONS                                                  F-5



STATEMENTS OF STOCKHOLDERS' DEFICIENCY                                    F-6



STATEMENTS OF CASH FLOWS                                                  F-7



NOTES TO FINANCIAL STATEMENTS                                             F-8



<PAGE>



BRANCH OFFICE                                                   TEL 212-840-2595
20 LEBANON ROAD                                                 FAX 212-840-7239
SCARSDALE, NY 10583-7122                                        www.lwccpa.com
914-723-3376

                         Livingston, Wachtell & Co., LLP
                          certified public accountants
                           1140 avenue of the americas
                             new york, ny 10036-5803

LEONARD L. EIGER, C.P.A.                  JAY J. LIVINGSTON, C.P.A. (1919-1972)
SAM BECKER, C.P.A.                        THEODORE WACHTELL, C.P.A. (1919-1966)
IRA E. COHEN, C.P.A.                      HERBERT H. REYBURN, C.P.A. (1934-1985)
JAMES R. GRIMALDI, C.P.A.                 IRVING ZUCKERMAN, C.P.A. (1965-1985)
LAWRENCE GOLDMAN, C.P.A.





Board of Directors and Stockholders
Alpha Holding, Inc.
New York, N.Y.


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


We have audited the accompanying balance sheet of Alpha Holding, Inc., a
development stage company, as of December 31, 2001 and the related statements of
operations, stockholders' deficiency and cash flows for the year then ended and
for the period August 19, 1997 inception through December 31, 2001. 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 did not audit the financial statements of Alpha Holding, Inc. for
the period August 19, 1997 inception to December 31, 2000. The financial
statement amounts of the statements of operations, cash flows and changes in
stockholders' deficiency for such prior periods are encompassed in the
cumulative financial statements for the period August 19, 1997 inception to
December 31, 2001. The financial statements for all periods prior to January 1,
2001 were audited by other auditors whose reports express unqualified opinions
on those statements, and our opinion, insofar as it relates to amounts for the
period from inception to December 31, 2000, included in the cumulative totals
for the statements of operations, cash flows and changes in stockholders'
deficiency, is based solely on the reports of the other auditors.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. These standards require that we plan and
perform the audit to obtain reasonable assurance about 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 audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Alpha Holding, Inc. as of
December 31, 2001 and the results of its operations and its cash flows for the
period August 19, 1997 inception through December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.


                                      F-2

<PAGE>




The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, 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. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/Livingston, Wachtell & Co., LLP





New York, New York
April 7, 2002



                                      f-3
<PAGE>
<TABLE>
<CAPTION>

                                                    ALPHA HOLDING, INC.
                                              (A DEVELOPMENT STAGE COMPANY)

                                                      BALANCE SHEETS


                                                                                             DECEMBER 31,
                                                                                             ------------
                                                                                    2 0 0 1                 2 0 0 0
                                                                                    -------                 -------
                                                          ASSETS
                                                          ------

<S>                                                                             <C>                     <C>
CURRENT ASSETS
     Cash                                                                      $       -               $            36
     Loans receivable - related party                                                      430                     430
                                                                               ---------------         ---------------

         TOTAL ASSETS                                                          $           430         $           466
                                                                               ===============         ===============



                                           LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                                           ----------------------------------------

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                     $         6,211         $           188
                                                                               ---------------         ---------------

         TOTAL LIABILITIES                                                               6,211                     188
                                                                               ---------------         ---------------


STOCKHOLDERS' DEFICIENCY
     Common stock  - $.001 par value,
         10,000,000 shares authorized,
         issued 3,800,000 shares in 2001
         and 3,460,490 in 2000                                                           3,800                   3,461
     Paid-in capital                                                                     5,160                   5,160
     Deficit accumulated during the development stage                                  (14,741)                 (8,343)
                                                                               ----------------        ----------------

         TOTAL STOCKHOLDERS' DEFICIENCY                                                 (5,781)                    278
                                                                               ---------------         ---------------

         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                        $           430         $           466
                                                                               ===============         ===============

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


                                                       F-4
<PAGE>

                                              ALPHA HOLDING, INC.
                                        (A DEVELOPMENT STAGE COMPANY)


                                           STATEMENTS OF OPERATIONS

                                                                                                         CUMULATIVE
                                                                                                       AUGUST 19, 1997
                                                                                                          INCEPTION
                                                                                                           THROUGH
                                                               YEARS ENDED DECEMBER 31,                 DECEMBER 31,
                                                               ------------------------
                                                            2 0 0 1               2 0 0 0                   2001
                                                            -------               -------                   ----

COST AND EXPENSES
     Selling and administrative expenses                  $      6,398        $      7,186           $     14,553
                                                          ------------        ------------           ------------


         OPERATING LOSS                                         (6,398)             (7,186)               (14,553)


PROVISION FOR INCOME TAXES                                       -                   -                        188
                                                          ------------        ------------           ------------


         NET LOSS                                         $     (6,398)       $     (7,186)          $    (14,741)
                                                          ============        ============           ============



Net loss per share of common stock                        $       .00         $       .00
                                                          ===========         ===========

Weighted average number of common shares outstanding         3,631,640           2,772,252
                                                          ============        ============


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


                                                       F-5


<PAGE>


                                                       ALPHA HOLDING, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)



                                               STATEMENTS OF STOCKHOLDERS' DEFICIENCY

                                          AUGUST 19, 1997 INCEPTION THROUGH DECEMBER 31, 2001



                                                                                                            DEFICIT
                                                         COMMON STOCK                                      ACCUMULATED
                                                       $.001 PAR VALUE                ADDITIONAL           DURING THE
                                                      ----------------------           PAID-IN             DEVELOPMENT
                                                      SHARES          AMOUNT           CAPITAL                STAGE
                                                      ------          ------           -------                -----
Common stock issued for cash -
     August 1997 at $.001                              670,610      $      670     $     -               $      -
     July 1999 at $.001                                167,480             168           -                      -
     September 1999 at $.001                           240,000             240           -                      -
     November 1999 at $.001                          1,300,000           1,300           -                      -
     December 1999 at $.001                            100,000             100           -                      -
     December 1999 at $.1                               16,500              17             1,633                -
     January 2000 at $.1                                 3,250               3               322                -
     March 2000 at $.05                                 20,000              20             1,980                -
     June 2000 at $.05                                   2,000               2                98                -
     July 2000 at $.05                                  23,000              23             1,127                -
     December 2000 at $.001                            917,650             918           -                      -

     Net loss for the period -
         April 19, 1999 through
         December 31, 2000                             -                -                -                      (8,343)
                                                  ------------      ----------     -------------         -------------

BALANCE - December 31, 2000                          3,460,490           3,461             5,160                (8,343)

Common stock issued for services
    rendered August 2001                               339,510             339           -

     Net loss 2001                                     -                 -               -                      (6,398)
                                                  ------------      ----------     -------------         --------------

BALANCE - December 31, 2001                          3,800,000      $    3,800     $       5,160         $     (14,741)
                                                  ============      ==========     =============         =============


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

                                                        F-6

<PAGE>



                                              ALPHA HOLDING, INC.
                                        (A DEVELOPMENT STAGE COMPANY)


                            STATEMENTS OF CASH FLOWS





                                                                                                    CUMULATIVE
                                                                                                  AUGUST 19, 1997
                                                                                                     INCEPTION
                                                                 YEARS ENDED DECEMBER 31,            THROUGH
                                                                 ------------------------           DECEMBER 31,
                                                              2 0 0 1             2 0 0 0              2001
                                                              -------            -------               ----

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                $ (6,398)           $ (7,186)           $(14,741)

     Adjustments to reconcile net loss to net cash
         used in operating activities:
         Common stock issued for consulting
              services                                            339                --                   339
         Loan receivable - related party                         --                 1,470                (430)
         Accounts payable and accrued expenses                  6,023                --                 6,211
                                                             --------            --------            --------

CASH USED IN OPERATING ACTIVITIES                                 (36)             (5,716)             (8,621)
                                                             --------            --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from issuance of capital stock                     --                   966               3,461
     Additional paid-in-capital                                  --                 3,527               5,160
                                                             --------            --------            --------

CASH PROVIDED BY INVESTING ACTIVITIES                            --                 4,493               8,621
                                                             --------            --------            --------

NET DECREASE IN CASH                                              (36)             (1,223)               --

CASH  - Beginning of period                                        36               1,259                --
                                                             --------            --------            --------

CASH  - End of period                                        $   --              $     36            $   --
                                                             ========            ========            ========


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

                                                     F-7

</TABLE>

<PAGE>



                               ALPHA HOLDING, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


1.   BUSINESS DESCRIPTION - ORGANIZATION

     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 can be defined as a "shell" corporation, whose principal business
     is to locate and consummate a merger or acquisition with an ongoing
     business.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company remains in the development stage for the year ended December
     31, 2001, and have 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.

     The Company defined as a "shell" corporation intends to carry out its plan
     of business of seeking to complete a merger or business acquisition
     transaction. In order to do so, it will require additional capital to pay
     ongoing expenses.

     RESULTS OF OPERATIONS

     During the year ended December 31, 2001, 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.


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 and taxes for the periods ended December 31, 2001 and 2000,
     and August 19, 1997 inception through December 31, 2001.

                                      F-8
<PAGE>



                               ALPHA HOLDING, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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 year by
     the weighted average number of shares outstanding for the years ended
     December 31, 2001 and 2000.

     USE OF ESTIMATES

     The preparation of the accompanying 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

     The Company is currently in a development stage and 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 carryforward of
     approximately $15,000 expiring in the years 2017 through 2021. The tax
     benefit of this net operating loss, based on an effective tax rate of 40%,
     is approximately $6,000 and has been offset by a full valuation allowance.
     For the year ended December 31, 2001, based on an effective tax rate of
     40%, the valuation allowance increased by $2,559.

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


                                      F-9
<PAGE>



                               ALPHA HOLDING, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


3.   COMMON STOCK

     The Company is authorized to issue 10,000,000 shares of par value $.001
     common stock.

     From August 19, 1997 inception through December 31, 2001, the Company
     issued 3,800,000 shares of common stock that has valued prices in the range
     of $.001 through $.10. These values were based upon management's estimate
     of the current market prices at the time the shares were issued.


4.   COMMON STOCK TRANSACTIONS - RELATED PARTIES

     Pursuant to a resolution adopted by the Board of Directors on August 9,
     2001 for related party services performed in 2001, the Company issued
     339,510 shares of restricted common stock to certain shareholders at a
     price of $.001 per share, for an aggregate consideration of $339, which
     includes $324 of consulting fees and $15 of director's fees.


5.   SUBSEQUENT EVENT

     On January 11, 2002, the Company signed an agreement to merge with TODTRI
     Productions, Ltd. (a New York State Corporation). The closing date for this
     merger has not yet been finalized.



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