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


                                  Form 10-KSBA


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

     For the fiscal year ended December 31, 2003

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

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



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

           Delaware                        000-32307              59-3518707
 ------------------------------            ---------              ----------
(State or other jurisdiction of          (Commission             (IRS Employer
 Incorporation or organization)          file number.)         Identification #)

                          515 Madison Avenue - 21 Floor
                      -------------------------------------
                     (Address of Principal Executive Office
                               street and number)

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

Issuer's telephone number:  (212) 755-3636
                            --------------

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. [ ]

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-

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 March 31, 2004.

(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.



<PAGE>






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

Certain  statements  contained herein  constitute  "forward-looking  statements"
within the meaning of Section 27 A of the  Securities  Exchange Act of 1933,  as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). These  forward-looking  statements can be
identified  by  the  use  of   predictive,   future-tense   or   forward-looking
terminology, such as "believes," "anticipates," "expects," "estimates," "plans,"
"may," "intends,"  "will," or similar terms. These statements appear in a number
of places in this report and include statements regarding the intent,  belief or
current  expectations of the Company, its directors or its officers with respect
to, among other things: (i) the Company's business and growth strategies and the
Company's financing plans.

Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and that actual  results may differ from those  projected in the
forward-looking statements.


                                     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.  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.

     The Company  continues to seek and  investigate  acquisition of 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,



<PAGE>






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,
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.




<PAGE>






     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



<PAGE>






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
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



<PAGE>






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;

     (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;




<PAGE>






     (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



<PAGE>






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
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



<PAGE>






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



<PAGE>






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.

     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



<PAGE>






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



<PAGE>






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.

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 515 Madison Avenue,
21st floor,  New York, New York 10022.  The Company's  telephone number there is
(212) 755-3636.

     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 blank  check  company  and  currently  has no  employees.
Management of the Company expects to use consultants,  attorneys and accountants



<PAGE>






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.


ITEM 2.  DESCRIPTION OF PROPERTY.
---------------------------------

     The Company  currently  maintains a mailing  address at 515 Madison Avenue,
21st floor,  New York,  New York  10022,  which is the  business  address of its



<PAGE>






President.  The Company  pays no rent for the use of this mailing  address.  The
Company's telephone number is (212) 755-3636.  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 quarter ended December 31, 2003.


                                     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 March 31, 2004,  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.




<PAGE>






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

     The Company is a blank check company 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  initial
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.

Results of Operations
---------------------

     As of December 31, 2003, the Company has an accumulated deficit of $34,840.
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, 2004 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.



<PAGE>






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 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
$29,000  expiring  in the year 2017  through  2022.  The tax benefit of this net
operating  losses  is  approximately  $12,000  and  has  been  offset  by a full
allowance for business contributions under IRC Section 381. For the period ended
December 31, 2003 the valuation allowance increased by $3,839.


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.




<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
----                              ---               ----------------
John R. Rice III                  60                President, Chief Executive
Officer, Director

Joseph F. Ingrassia               45                Secretary, Chief Financial
                                                    Officer, 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
------------------------

     John R. Rice III,  received a Bachelor of Arts Degree in Liberal  Arts from
the  University  of  Miami,  Miami,  FL. in 1964.  From  1975 to 1989,  he was a
principal of John R. Rice Associates, Inc., a New York-based business consulting
and finance  company that initially  focused on asset-based  debt placements and
expanded to include  medical equipment  lease financing  with clients including,



<PAGE>






among  others,  Johnson & Johnson  Technocare,  Division,  Seimens  Corporation,
Picker  Corporation,  GE Capital,  Marine  Midland  Bank,  and  various  medical
equipment-based  Limited  Partnerships.  Mr. Rice became  active in  organizing,
promoting  and managing  several  Limited  Partnerships.  Mr. Rice is a Founder,
Managing  Member and principal of Capstone & Company,  LLC, a financial  service
company, and its affiliates.  He oversees international  marketing of Capstone's
programs and  services to  investors  and joint  venture  partners,  and is also
responsible for capital formation for the Capstone group of companies.

     Joseph F. Ingrassia, received a Bachelor of Science Degree in Psychology in
1980  from  Siena  College,  Loudonville,  NY,  and  an  MBA  from  Golden  Gate
University,  San Francisco, CA, in 1984. From 1984 to 19836, Mr. Ingrassia was a
Management Consultant for Coopers & Lybrand, New York, NY, where he participated
in advising  senior and middle  managers of various  Fortune  500  companies  in
strategic and business planning. From 1986 to 1991, he was President of Atlantic
Credit Company, Huntsville,  Alabama, which specialized in providing residential
and commercial  mortgage  financing for  acquisitions and refinancing in Alabama
and Tennessee  and accounts  receivable  factoring and financing for  government
contractors and service business in northern Alabama.  From 1991 to the present,
Mr.  Ingrassia  has been a Managing  Member of  Capstone & Company,  LLC and its
affiliated entities,  and is responsible for banking  relationships,  client and
portfolio management,  supervision of due diligence and legal documentation, and
accounting and administration for Capstone.

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

     John R. Rice III and Joseph F.  Ingrassia,  officers  and  directors of the
Company,  and beneficial  owners of more than 10% of the Company's common stock,
were each  required to file an Initial  Statement  of  Beneficial  ownership  of
Securities on Form 3 at the time they acquired their  ownership in the Company's



<PAGE>






stock.  They have each  represented  to the Company that they will  complete all
required filings under Section 16(a) on or before May 15, 2003.


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

Halcyon Equities, Inc. . .                 1,710,000                  45%
515 Madison Avenue - 21 Fl.
New York, NY 10022

Madison Holdings, Inc                      1,710,000                  45%
515 Madison Avenue - 21 Fl.
New York, NY 10022

All Directors and                          3,420,000                  90%
Executive officers
(2)persons *

*    John R. Rice,  III and Joseph F.  Ingrassia,  the  Company's  officers  and
directors,  are the beneficial owners of the shares by virtue of their being the



<PAGE>






sole  shareholders  of  Halcyon  Equities,  Inc.  and  Madison  Holdings,  Inc.,
respectively

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
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.



<PAGE>






     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
at a  price  of  approximately  $0.009  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.
-----------

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.

     (b) The  Company  filed no reports  on Form 8-K during the last  quarter of
fiscal year ended December 31, 2003:




<PAGE>






14.1           Code of Ethics

31.1           Certification Under Section 302 of the Sarbanes-Oxley Act of 2002

32.1           Certification Under Section 906 of the Sarbanes-Oxley Act of 2002

     (b) The  Company  did not file any  reports on Form 8-K during the  quarter
ended December 31, 2003.


                                   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:   February 14, 2005

                                        ALPHA HOLDING, INC.
                                        now known as Sea Sun Capital Corporation



                                        By: /s/  Graham Millington
                                            ------------------------------------
                                            Graham Millington, CEO,
                                            President, Chief Executive Officer,
                                            Director



                                        By:  /s/  Wayne Izumi
                                            ------------------------------------
                                            Wayne Izumi, Secretary, Treasurer
                                            and Director





<PAGE>




















                               ALPHA HOLDING, INC.

                              FINANCIAL STATEMENTS

                      For the Year Ended December 31, 2003






































<PAGE>






                               ALPHA HOLDING, INC.

                              Financial Statements

                                December 31, 2003


                                    Contents
                                    --------

Report of Independent Registered Public Accounting Firm......................2

Financial Statements

Balance Sheets ..............................................................3
Statements of Operations.....................................................4
Statements of Changes in Stockholders' Deficiency ...........................5
Statements of Cash Flows.....................................................6
Notes to Financial Statements .............................................7-9



































<PAGE>




C h i l d ,   S u l l i v a n   &   C o m p a n y
A PROFESSIONAL CORPORATION OF CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
1284 W. Flint Meadow Dr., Ste. D, Kaysville, UT, 84037
                                            Ph.  801-927-1337, Fax  801-927-1344




             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------



Board of Directors and Shareholders
Alpha Holding, Inc.

We have audited the balance  sheet of Alpha  Holding,  Inc.  (the Company) as of
December  31,  2003,  and  the  related  statement  of  operations,  changes  in
stockholders'  equity and cash flows for the year then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  The financial  statements of Alpha  Holding,  Inc. as of and for the
year ended December 31, 2002 were audited by another auditor whose report, dated
April 11, 2003,  expressed an unqualified opinion with a going concern paragraph
on those statements.

We conducted our audit in accordance with generally  accepted auditing standards
as established by the AICPA's  Auditing  Standards  Board and in accordance with
the Standards of the Public Company Accounting  Oversight Board (United States).
Those 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 audit provides 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 the Company as of December 31,
2003,  and the  results of its  operations  and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

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 net losses since  inception and
has not yet  obtained  revenues  from its planned  principle  operations.  These
factors  raise  substantial  doubt  about  the  Company's  ability  to meet  its
obligations and 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.


Child, Sullivan & Company
Kaysville, Utah
October 18, 2004









                                       -2-
<PAGE>






<TABLE>
<CAPTION>
                               ALPHA HOLDING, INC

                                 BALANCE SHEETS


                                                                 Years Ended
                                                                 December 31,
                                                            2003               2002
                                                     ----------------    ----------------
ASSETS

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

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current liabilities:
   Accounts payable and accrued expenses             $         2,422     $         6,100
   Due to related party                                       20,938              10,613
                                                     ----------------    ----------------
      Total liabilities                                       23,360              16,713

Shareholders' deficiency:
   Common stock; $.001 par value, authorized
      10,000,000 shares, issued 3,800,000 shares               3,800               3,800
   Additional paid-in capital                                  5,160               5,160
   Deficit                                                   (31,890)            (25,243)
                                                     ----------------    ----------------
      Total shareholders' deficiency                         (22,930)            (16,283)
                                                     ----------------    ----------------
Total liabilities and shareholders' deficiency       $           430     $           430
                                                     ================    ================
</TABLE>






















               See accompanying notes to the financial statements.

                                       -3-
<PAGE>






                               ALPHA HOLDING, INC.

                            STATEMENTS OF OPERATIONS


                                                  Years Ended December 31,
                                                  2003                2002
                                            ----------------    ----------------

Revenue                                     $             -     $             -

Expenses:
   Edgar filing service fees                          1,087               1,191
   Legal fees                                         3,160               7,861
   Accounting fees                                    2,400               1,300
   Printing and reproduction                              -                 150
                                            ----------------    ----------------
      Total expenses                                  6,647              10,502
                                            ----------------    ----------------

Net loss                                             (6,647)            (10,502)


Loss per common share                       $         (0.00)    $         (0.00)
                                            ================    ================

Weighted average outstanding shares               3,800,000           3,800,000
                                            ================    ================





























               See accompanying notes to the financial statements.

                                       -4-
<PAGE>






<TABLE>
<CAPTION>
                               ALPHA HOLDING, INC.

                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



                                    Common Stock            Additional                       Total
                             ---------------------------     Paid-in      Accumulated    Shareholders'
                                Shares         Amount        Capital        Deficit       Deficiency
                             -------------------------------------------------------------------------

<S>                          <C>            <C>            <C>            <C>            <C>
Balance, December 31, 2001     3,800,000    $     3,800    $     5,160    $   (14,741)   $     (5,781)
Net loss 2002                                                                 (10,502)        (10,502)
                             -------------------------------------------------------------------------

Balance, December 31, 2002     3,800,000          3,800          5,160        (25,243)        (16,283)
Net loss 2003                                                                  (6,647)         (6,647)
                             -------------------------------------------------------------------------

Balance, December 31, 2003     3,800,000    $     3,800    $     5,160    $   (31,890)   $    (22,930)
                             =========================================================================
</TABLE>



































               See accompanying notes to the financial statements.

                                       -5-
<PAGE>






<TABLE>
<CAPTION>
                               ALPHA HOLDING, INC.

                            STATEMENTS OF CASH FLOWS


                                                                Year Ended December 31,
                                                                2003                2002
                                                          ----------------    ----------------
<S>                                                       <C>                 <C>
Cash flows from operating activities
   Net loss                                               $        (6,647)    $       (10,502)

Adjustments to reconcile net loss to cash provided by
(used in) operating activities:
   Changes in operating assets and liabilities:
      Increase in accrued expenses                                 (3,678)               (111)
                                                          ----------------    ----------------
         Cash used in operating activities                        (10,325)            (10,613)

Cash flows from investing activities
   Due to related party                                            10,325              10,613
                                                          ----------------    ----------------
         Cash provided by investing activities                     10,325              10,613

Cash flows from financing activities                                    -                   -

Net change in cash                                                      -                   -

Cash at the beginning of the period                                     -                   -
                                                          ----------------    ----------------

Cash at the end of the period                             $             -     $             -
                                                          ================    ================
</TABLE>

























               See accompanying notes to the financial statements.

                                       -6-
<PAGE>






                               ALPHA HOLDING, INC.
                          Notes to Financial Statements
                      For the Year Ended December 31, 2003


Note 1 - Organization
---------------------

     Business Description
     --------------------
     The  accompanying  audited  financial  statements  have  been  prepared  in
     accordance  with  accounting  principles  generally  accepted in the United
     States  of  America.   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 year  ended
     December 31, 2003 are not necessarily indicative of the results that may be
     expected for the year ending December 31, 2004.

     On August 19, 1997,  Alpha  Holding,  Inc. (the  Company) was  incorporated
     under the laws of the State of  Delaware.  The name was  changed to Sea Sun
     Capital  Corporation  on September 29, 2004.  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 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 or stockholders'  deficiency 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 years ended  December 31, 2003 and 2002, 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.


Note 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 years ended  December  31, 2003 or 2002.  During the
     years  ended  December  31, 2003 and 2002,  the  Company  paid $0 in income
     taxes.


                                       -7-
<PAGE>






                               ALPHA HOLDING, INC.
                          Notes to Financial Statements
                      For the Year Ended December 31, 2003


     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 98-5 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 years ended
     December 31, 2003 and 2002.

     Use of Estimates
     ----------------
     The preparation of the  accompanying  financial  statements,  in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America,  requires management to make estimates and assumptions that affect
     the  reported  amounts  of  assets  and  liabilities,   and  disclosure  of
     contingent assets and liabilities at the date of the financial  statements,
     and the  reported  amounts of revenues and  expenses  during the  reporting
     period. 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 is 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 carryforward of approximately  $32,000 expiring in the years
     2017 through 2023. The tax benefit of this net operating loss,  based on an
     effective tax rate of 40%, is approximately  $12,800 and has been offset by
     a full valuation allowance. For the years ended December 31, 2003 and 2002,
     based on an effective tax rate of 40%, the valuation allowance increased by
     $2,800 and $4,200 respectively.


Note 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  3,800,000  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.



                                       -8-
<PAGE>






                               ALPHA HOLDING, INC.
                          Notes to Financial Statements
                      For the Year Ended December 31, 2003


Note 4 - Related Party Transactions
-----------------------------------

     The caption `Due to related  party'  consists of 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 2003 and 2002
     were paid by the related party.

     The balance due to the related party at December 31, 2003 was $20,938.


Note 5 - Subsequent Events
--------------------------

     On May 12, 2004, Madison Holdings, Inc. sold 1,260,000 restricted shares of
     common stock  constituting  approximately  33% of the Company's  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 Company  issued  3,020,000  restricted  common shares to 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 the  Company'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.

     On September 29, 2004, the name Alpha Holding,  Inc. was changed to Sea Sun
     Capital  Corporation.  At the same time,  the  authorized  common stock was
     increased from 10,000,000 shares to 100,000,000  shares, and a new class of
     50,000,000 preferred shares was created.  These changes became effective on
     that  date  with  the  filing  of  the  Certificate  of  Amendment  of  the
     Certificates of Incorporation with the Delaware Secretary of State.


















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