UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 5, 2024

Alpha Investment Inc. (Exact name of registrant as specified in charter)

Registrant's telephone number, including area code: (305) 704-3294

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Company under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As used in this Current Report on Form 8-K (this “Report”), the terms “the Company,” “Alpha,” “we,” “us” and “our” refer to Alpha Investment, Inc

(a) Dismissal of Previous Independent Registered Public Accounting Firm

(i) Effective May 7, 2024, the Company dismissed BF Borgers CPA PC (“Borgers”) as its independent registered public accounting firm. On May 3, 2024, the Securities and Exchange Commission (the “SEC”) entered an order barring Borgers from appearing or practicing before the SEC as an accountant and therefore Borgers could no longer act as the Company’s independent registered public accounting firm. The decision to dismiss Borgers as the Company’s independent registered public accounting firm was approved by our sole director effective May 7, 2024.

(ii) Borger’s report on the Company’s financial statements for the years ended December 31, 2023 and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports contained an explanatory paragraph in respect to uncertainty as to the Company’s ability to continue as a going concern.

(iii) During the years ended December 31, 2023 and December 31, 2022 and the subsequent interim period through the date of this Report, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Borgers, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

(b)       Appointment of New Independent Registered Public Accounting Firm

(i) Effective May 9, 2024, the our sole director approved the engagement of Bush & Associates Inc. (“BSA”) as the Company’s new independent registered public accounting firm.

(ii) During the years ended December 31, 2023 and December 31, 2022, and the subsequent interim period through the date of this Report, neither the Company nor anyone acting on its behalf consulted with BSA regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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