Report on Form 10-Q
For the Quarter Ended June 30, 2008
INDEX
Page
----
Part I. Financial Information
Item 1. Financial Statements (unaudited)...................... 3
Balance Sheets...................................... 3-4
Statements of Operations ........................... 5-6
Statement of Stockholders' Equity (Deficit)........... 7
Statements of Cash Flows............................ 8-9
Notes to the Financial Statements ................. 0-13
Item 2. Management's Discussion and Analysis
or Plan of Operation .............................. 14
Item 3. Controls and Procedures ............................. 15
Part II. Other Information
Item 1. Legal Proceedings ................................... 16
Item 2. Changes in Securities ............................... 17
Item 3. Defaults Upon Senior Securities ..................... 18
Item 4. Submission of Matters to a Vote of Security Holders . 18
Item 5. Other Information ................................... 18
Item 6. Exhibits and Reports on Form 8-K .................... 18
Signatures........................................... 19
Certifications.................................... 20-25
PART I - FINANCIAL INFORMATION
ALPHATRADE.COM |
Balance Sheets |
|
ASSETS |
| | | | | June 30, | | December 31, |
| | | | | 2008 | | 2007 |
| | | | | (unaudited) | | |
CURRENT ASSETS | | | (restated) | | | |
| | | | | | | | | |
| Cash | | | | $ | 3,538 | | $ | 153,760 |
| Accounts receivable | | | 6,061 | | | 28,047 |
| Marketable securities-available for sale | | 1,896,435 | | | 658,858 |
| Marketable securities-available for sale related party | | 2,093 | | | 5,232 |
| Prepaid expenses | | | 18,093 | | | 750 |
| | | | | | | | | |
| | Total Current Assets | | | 1,926,220 | | | 846,647 |
| | | | | | | | | |
PROPERTY AND EQUIPMENT, net | | 39,679 | | | 45,633 |
| | | | | | | | | |
OTHER ASSETS | | | | | | | |
| | | | | | | | | |
| Investments, at cost | | | 300,000 | | | 300,000 |
| | | | | | | | | |
| | TOTAL ASSETS | | $ | 2,265,899 | | $ | 1,192,280 |
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The accompanying notes are an integral part of these financial statements.
3
ALPHATARADE.COM |
Balance Sheets |
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| | | | | June 30, | | December 31, |
| | | | | 2008 | | 2007 |
| | | | | (unaudited) | | |
| | | | | (restated) | | | |
CURRENT LIABILITIES | | | | | | |
| | | | | | | | | |
| Accounts payable and accrued expenses | $ | 2,005,442 | | $ | 2,404,822 |
| Bank overdraft | | | | 22,664 | | | - |
| Related party payables | | | 2,459,357 | | | 2,190,414 |
| Deferred revenues | | | 367,817 | | | 1,130,178 |
| | | | | | | | | |
| | Total Current Liabilities | | 4,855,280 | | | 5,725,414 |
| | | | | | | | | |
TOTAL LIABILITIES | | | | 4,855,280 | | | 5,725,414 |
| | | | | | | | | |
STOCKHOLDERS' EQUITY (DEFICIT) | | | | | |
| | | | | | | | | |
| Preferred shares: $0.001 par value, | | | | | |
| 10,000,000 shares authorized: 2,000,000 Class A and | | | | | |
| 2,000,000 Class B shares issues and outstanding | | 4,000 | | | 4,000 |
| Common shares: $0.001 par value, | | | | | |
| 100,000,000 shares authorized: 51,525,523 and 48,589,773 | | | | |
| shares issues and outstanding,respectively | | 51,526 | | | 48,590 |
| Stock subscription payable | | | 45,080 | | | 28,500 |
| Additional paid-in capital | | | 33,481,922 | | | 32,959,057 |
| Accumulated other comprehensive income | | (620,425) | | | (738,404) |
| Accumulated deficit | | | (35,551,484) | | | (36,834,877) |
| | | | | | | | | |
| | Total Stockholders' Equity (Deficit) | | (2,589,381) | | | (4,533,134) |
| | | | | | | | | |
| | TOTAL LIABILITIES AND STOCKHOLDERS' | | | | | |
| | EQUITY (DEFICIT) | | $ | 2,265,899 | | $ | 1,192,280 |
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The accompanying notes are an integral part of these financial statements.
4
ALPHATRADE.COM |
Statements of Operations and Other Comprehensive Income (Loss) |
(unaudited) |
| | | For the Three Months Ended | | For the Six Months Ended |
| | | June 30, | | June 30, |
| | | 2008 | | 2007 | | 2008 | | 2007 |
REVENUES | | (restated) | | | | | | (restated) | | | |
| Subscription revenue | $ | 787,835 | | $ | 751,994 | | $ | 1,559,763 | | $ | 1,524,655 |
| Advertising revenue | | 1,660,240 | | | 460,102 | | | 2,468,295 | | | 858,469 |
| Other revenue | | 57,743 | | | 14,509 | | | 95,144 | | | 34,688 |
| | | | | | | | | | | | | |
| | Total Revenues | | 2,505,818 | | | 1,226,605 | | | 4,123,202 | | | 2,417,812 |
| | | | | | | | | | | | | |
COST OF SALES | | | | | | | | | | | |
| Financial content | | 457,094 | | | 444,820 | | | 940,497 | | | 897,114 |
| Other cost of sales | | 1,042 | | | 1,307 | | | 2,142 | | | 2,793 |
| | | | | | | | | | | | | |
| | Total Cost of Sales | | 458,136 | | | 446,127 | | | 942,639 | | | 899,907 |
| | | | | | | | | | | | | |
GROSS PROFIT | | 2,047,682 | | | 780,478 | | | 3,180,563 | | | 1,517,905 |
| | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | |
| Management expense | | 120,000 | | | 120,000 | | | 240,000 | | | 240,000 |
| Professional fees | | 229,496 | | | 604,339 | | | 667,988 | | | 1,062,164 |
| Research and development | | 124,225 | | | 100,118 | | | 271,703 | | | 187,869 |
| Marketing expense | | 258,226 | | | 565,094 | | | 492,923 | | | 1,456,591 |
| General and administrative | | 97,540 | | | 189,028 | | | 254,425 | | | 369,825 |
| | | | | | | | | | | | | |
| | Total Operating Expenses | | 829,487 | | | 1,578,579 | | | 1,927,039 | | | 3,316,449 |
| | | | | | | | | | | | | |
INCOME (LOSS) FROM OPERATIONS | | 1,218,195 | | | (798,101) | | | 1,253,524 | | | (1,798,544) |
| | | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | |
| Gain (Loss) on sale of assets | | (12,194) | | | (48,350) | | | (97,932) | | | (48,350) |
| Gain on settlement of debt | | 307,972 | | | - | | | 307,972 | | | - |
| Interest expense | | (91,691) | | | - | | | (180,171) | | | - |
| | | | | | | | | | | | | |
| | Total Other Income (Expense) | | 204,087 | | | (48,350) | | | 29,869 | | | (48,350) |
| | | | | | | | | | | | | |
NET INCOME (LOSS) BEFORE INCOME TAXES | | 1,422,282 | | | (846,451) | | | 1,283,393 | | | (1,846,894) |
| | | | | | | | | | | | | |
INCOME TAX EXPENSE | | - | | | - | | | - | | | - |
| | | | | | | | | | | | | |
NET INCOME (LOSS) | $ | 1,422,282 | | $ | (846,451) | | $ | 1,283,393 | | $ | (1,846,894) |
| | | | | | | | | | | | | |
OTHER COMPREHENSIVE INCOME (LOSS) | $ | 346,331 | | $ | (218,199) | | $ | 117,979 | | $ | (227,681) |
| | | | | | | | | | | | | |
TOTAL COMPREHENSIVE INCOME (LOSS) | $ | 1,768,613 | | $ | (1,064,650) | | $ | 1,401,372 | | $ | (2,074,575) |
| | | | | | | | | | | | | |
BASIC EARNINGS (LOSS) PER SHARE | $ | 0.03 | | $ | (0.02) | | $ | 0.03 | | $ | (0.04) |
COMPREHENSIVE BASIC EARNINGS (LOSS) PER SHARE | $ | 0.04 | | $ | (0.02) | | $ | 0.03 | | $ | (0.05) |
BASIC WEIGHTED AVERAGE NUMBER | | | | | | | | | | | |
OF SHARES OUTSTANDING | | 50,513,858 | | | 42,716,045 | | | 50,065,120 | | | 41,986,171 |
FULLY DILUTED WEIGHTED AVERAGE NUMBER | | | | | | | | | | | |
OF SHARES OUTSTANDING | | 118,399,208 | | | 42,716,045 | | | 117,950,470 | | | 41,986,171 |
The accompanying notes are an integral part of these financial statements.
6
ALPHATRADE.COM |
Statements of Stockholders' Equity |
(restated) |
| | | | | | | | | | | Additional | | Stock | | Other | | | | Total |
| Preferred Stock | | Common Stock | | Paid-In | | Subscription | | Comprehensive | | Accumulated | | Stockholders' |
| Shares | | Amount | | Shares | | Amount | | Capital | | Payable | | Income | | Deficit | | Equity |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2006 | 4,000,000 | | $ | 4,000 | | 40,425,027 | | $ | 40,425 | | $ | 30,853,661 | | $ | (30,000) | | $ | (717,860) | | $ | (31,111,747) | | $ | (961,521) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for cash | | | | | | | | | | | | | | | | | | | | | | | | |
at $0.18 per share | - | | | - | | 2,287,500 | | | 2,288 | | | 454,212 | | | 28,500 | | | - | | | - | | | 485,000 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for services | | | | | | | | | | | | | | | | | | | | | | | | |
at $0.20 per share | - | | | - | | 5,877,246 | | | 5,877 | | | 1,052,066 | | | - | | | - | | | - | | | 1,057,943 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Value of stock purchase | | | | | | | | | | | | | | | | | | | | | | | | |
warrants granted | - | | | - | | - | | | - | | | 207,728 | | | - | | | - | | | - | | | 207,728 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Value of stock options issued | | | | | | | | | | | | | | | | | | | | | | | | |
under the 2007 stock option plan | - | | | - | | - | | | - | | | 131,540 | | | - | | | - | | | - | | | 131,540 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Contributed capital | - | | | - | | - | | | - | | | 19,850 | | | - | | | - | | | - | | | 19,850 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Executive compensation | | | | | | | | | | | | | | | | | | | | | | | | |
contributed by related party | - | | | - | | - | | | - | | | 240,000 | | | - | | | - | | | - | | | 240,000 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of prepaid expense | - | | | - | | - | | | - | | | - | | | 30,000 | | | - | | | - | | | 30,000 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the year | | | | | | | | | | | | | | | | | | | | | | | | |
ended December 31, 2007 | - | | | - | | - | | | - | | | - | | | - | | | (20,544) | | | (5,723,130) | | | (5,743,674) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2007 | 4,000,000 | | | 4,000 | | 48,589,773 | | | 48,590 | | | 32,959,057 | | | 28,500 | | | (738,404) | | | (36,834,877) | | | (4,533,134) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for cash | | | | | | | | | | | | | | | | | | | | | | | | |
at $0.20 per share | - | | | - | | 1,025,000 | | | 1,025 | | | 188,975 | | | 16,580 | | | - | | | - | | | 206,580 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for services | | | | | | | | | | | | | | | | | | | | | | | | |
at $0.17 per share | - | | | - | | 1,910,750 | | | 1,911 | | | 319,657 | | | - | | | - | | | - | | | 321,568 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Value of stock purchase | | | | | | | | | | | | | | | | | | | | | | | | |
warrants granted | - | | | - | | - | | | - | | | 14,233 | | | - | | | - | | | - | | | 14,233 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the six months | | | | | | | | | | | | | | | | | | | | | | | | |
ended June 30, 2008 | - | | | - | | - | | | - | | | - | | | - | | | 117,979 | | | 1,283,393 | | | 1,401,372 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2008 (unaudited) | 4,000,000 | | $ | 4,000 | | 51,525,523 | | $ | 51,526 | | $ | 33,481,922 | | $ | 45,080 | | $ | (620,425) | | $ | (35,551,484) | | $ | (2,589,381) |
The accompanying notes are an integral part of these financial statements.
7
ALPHATRADE.COM |
Statements of Cash Flows |
(unaudited) |
(restated) |
| | | | | For the Six Months Ended |
| | | | | June 30, |
| | | | | 2008 | | 2007 |
CASH FLOWS FROM | | | | | | |
OPERATING ACTIVITIES | | | | | | |
| | | | | | | | | |
| Net loss | | | $ | 1,283,393 | | $ | (1,846,894) |
| Adjustments to reconcile net loss to | | | | | |
| net cash used by operating activities: | | | | | |
| | Depreciation expense | | # | 9,158 | | # | 6,673 |
| | Value of stock options and warrants granted | | 14,233 | | | 103,478 |
| | Loss on sale of assets | | 97,932 | | | 48,350 |
| | Gain on settlement of debt | | (307,972) | | | - |
| | Amortization of services prepaid by common stock | | - | | | 30,000 |
| | Investments received as payment for accounts receivable | | (1,305,809) | | | (305,750) |
| | Common stock issued for services | | 321,568 | | | 308,354 |
| Changes in operating assets and liabilities: | | | | | |
| | Proceeds from bank overdraft | | 22,664 | | | - |
| | Changes in accounts receivable | # | (25,099) | | # | 50,120 |
| | Changes in prepaid expenses | | (17,343) | | | (6,625) |
| | Changes in deferred revenues | | (715,276) | | | 60,290 |
| | Changes in related party payables | | 268,943 | | | 680,417 |
| | Changes in accounts payable and accrued expenses | | (91,408) | | | 852,055 |
| | | | | | | | | |
| | Net Cash Provided by Operating Activities | | (445,016) | | | (19,532) |
| | | | | | | | | |
CASH FLOWS FROM | | | | | | |
INVESTING ACTIVITIES | | | | | | |
| | | | | | | | | |
| Sale of securities | | | 91,418 | | | 57,899 |
| Purchase of fixed assets | | | (3,204) | | | (9,329) |
| | | | | | | | | |
| | Net Cash Used by Investing Activities | | 88,214 | | | 48,570 |
| | | | | | | | | |
CASH FLOWS FROM | | | | | | |
FINANCING ACTIVITIES | | | | | | |
| | | | | | | | | |
| Stock subscriptions payable | | 16,580 | | | - |
| Common stock issued for cash | | 190,000 | | | 10,000 |
| Contributed capital | | | - | | | 19,850 |
| | | | | | | | | |
| | Net Cash Provided by Financing Activities | | 206,580 | | | 29,850 |
| | | | | | | | | |
| | NET DECREASE IN CASH | | (150,222) | | | 58,888 |
| | CASH AT BEGINNING OF PERIOD | | 153,760 | | | 147,323 |
| | | | | | | | | |
| | CASH AT END OF PERIOD | $ | 3,538 | | $ | 206,211 |
| | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF | | | | | |
| CASH FLOW INFORMATION | | | | | |
| | | | | | | | | |
| CASH PAID FOR: | | | | | | |
| | | | | | | | | |
| | Interest | | $ | 45,640 | | $ | - |
| | Income Taxes | | $ | - | | $ | - |
| | | | | | | | | |
| NON CASH FINANCING ACTIVITIES: | | | | | |
| | | | | | | | | |
| | Common stock issued for services and contributions | $ | 321,568 | | $ | 308,354 |
| | Value of stock options and warrants granted | $ | 14,233 | | $ | 103,478 |
The accompanying notes are an integral part of these financial statements.
9
ALPHATRADE.COM
Notes to the Financial Statements
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows at June
30, 2008 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed
or omitted. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and notes thereto
included in the Company's December 31, 2007 audited financial
statements. The results of operations for the periods ended June 30,
2008 and 2007 are not necessarily indicative of the operating results
for the full years.
NOTE 2 - OUTSTANDING COMMON STOCK OPTIONS AND STOCK PURCHASE WARRANTS
The Company uses the instruments identified as stock options and common
stock warrants somewhat interchangeably. Both forms of equity
instruments have been granted as compensation to the Company's officers
and directors.
Under FASB Statement 123R, the Company estimates the fair value of each
stock award at the grant date by using the Black-Scholes option pricing
model. The following weighted average assumptions used for grants in
the periods ended December 31, 2007 and June 30, 2008: dividend yield
of zero percent for all years; expected volatility of 55.50% and
62.01%; risk-free interest rates of 5.03% and 3.25% and expected lives
of 1.0 and 1.0, respectively.
The general terms of awards such as vesting requirements(usually 1 to 2
years), term of options granted (usually 10 years), and number of
shares authorized for grants of options or other equity instruments are
determined by the Board of Directors. A summary of the status of the
Company's stock options and warrants as of December 31, 2007 and
changes during the periods ended December 31, 2007and June 30, 2008 is
presented below:
Weighted Weighted
Options Average Average
and Exercise Grant Date
Warrants Price Fair Value
-----------------------------------
Outstanding, December 31, 2006 39,822,997 $ 0.38 $ 0.38
Granted 13,618,000 0.25 0.25
Expired (1,130,000) 0.72 0.72
Exercised (740,650) 0.76 0.76
Outstanding, December 31, 2007 51,570,347 $ 0.36 $ 0.36
Exercisable, December 31, 2007 35,925,350 $ 0.40 $ 0.40
10
ALPHATRADE.COM
Notes to the Financial Statements
NOTE 2 - OUTSTANDING COMMON STOCK OPTIONS AND STOCK PURCHASE WARRANTS
(Continued)
Weighted Weighted
Options Average Average
and Exercise Grant Date
Warrants Price Fair Value
-----------------------------------
Outstanding, December 31, 2007 51,570,347 $ 0.36 $ 0.36
Granted 2,160,000 0.41 0.41
Expired (310,000) 0.15 0.15
Exercised (298,650) 0.25 0.25
Outstanding, June 30, 2008 53,121,697 $ 0.36 $ 0.40
Exercisable, June 30, 2008 37,885,350 $ 0.40 $ 0.40
NOTE 3 - RESTATED FINANCIAL STATEMENTS
The Company has restated its financial statements as of and for the
period ended June 30, 2008 to reflect the reversal of $2,480,201 of
advertising revenues because management concluded that the
collectability of the subject fees was not reasonably assured, and to
record an other-than-temporary impairment of available-for-sale securities
in the amount of $909,127. The following summarized financial statements compare the financial statements before and after the restatement.
BALANCE SHEET
CURRENT ASSETS (original) (restated)
Cash $ 3,538 $ 3,538
Accounts receivable 4,486,482 6,061
Marketable securities-available for sale 1,896,435 1,896,435
Marketable securities-available for sale
related party 2,093 2,093
Prepaid expenses 18,093 18,093
------------- -------------
Total Current Assets 6,406,641 1,926,220
------------- -------------
PROPERTY AND EQUIPMENT, net 39,679 39,679
------------- -------------
OTHER ASSETS
Investments, at cost 300,000 300,000
------------- -------------
TOTAL ASSETS $ 6,746,320 $ 2,265,899
============= =============
11
ALPHATRADE.COM
Notes to the Financial Statements
NOTE 3 - RESTATED FINANCIAL STATEMENTS (Continued)
(Original) (Restated)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,005,442 $ 2,005,442
Bank overdraft 22,664 22,664
Related party payables 2,459,357 2,459,357
Deferred revenues 1,482,437 367,817
------------- -------------
Total Current Liabilities 5,969,900 4,855,280
------------- -------------
TOTAL LIABILITIES 5,969,900 4,855,280
------------- -------------
STOCKHOLDERS' EQUITY
Preferred shares: $0.001 par value,10,000,000
shares authorized: 2,000,000 Class A and
2,000,000 Class B shares issues and
outstanding 4,000 4,000
Common shares: $0.001 par value,
100,000,000 shares authorized: 51,525,523
shares issues and outstanding 51,526 51,526
Stock subscription payable 45,080 45,080
Additional paid-in capital 33,241,922 33,481,922
Accumulated other comprehensive income (1,529,552) (620,425)
Accumulated deficit (31,036,556) (35,551,484)
------------- -------------
Total Stockholders' Equity 776,420 (2,589,381)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 6,746,320 $ 2,265,899
============= =============
STATEMENTS OF OPERATIONS
REVENUES
Subscription revenue $ 1,559,763 $ 1,559,763
Advertising revenue 5,048,496 2,468,295
Other revenue 95,144 95,144
------------- -------------
Total Revenues 6,703,403 4,123,202
------------- -------------
COST OF SALES
Financial content 940,497 897,114
Other cost of sales 2,142 �� 2,142
------------- -------------
Total Cost of Sales 942,639 942,369
------------- -------------
GROSS PROFIT 5,760,764 3,180,563
------------- -------------
OPERATING EXPENSES
Management expense 240,000 240,000
Professional fees 667,988 667,988
Research and development 271,703 271,703
Marketing expense 492,923 492,923
General and administrative 354,425 254,425
------------- -------------
Total Operating Expenses 2,027,039 1,927,039
------------- -------------
INCOME (LOSS) FROM OPERATIONS 3,733,725 1,253,524
12
ALPHATRADE.COM
Notes to the Financial Statements
NOTE 3 - RESTATED FINANCIAL STATEMENTS (Continued)
(Original) (Restated)
OTHER INCOME (EXPENSE)
Gain (Loss) on sale of assets (97,932) (97,932)
Gain on settlement of debt 307,972 307,972
Interest expense (180,171) (180,171)
------------- -------------
Total Other Income (Expense) 29,869 29,869
------------- -------------
NET INCOME BEFORE INCOME TAXES 3,763,594 1,283,393
INCOME TAX EXPENSE - -
------------- -------------
NET INCOME $ 3,763,594 $ 1,283,393
============= =============
OTHER COMPREHENSIVE INCOME (LOSS) $ 117,979 $ 117,979
------------- -------------
TOTAL COMPREHENSIVE INCOME (LOSS) $ 3,881,573 $ 1,401,372
============= =============
BASIC EARNINGS (LOSS) PER SHARE $ 0.08 $ 0.03
============= =============
COMPREHENSIVE BASIC EARNINGS (LOSS)
PER SHARE $ 0.08 $ 0.03
============= =============
FULLY DILUTED INCOME (LOSS) PER SHARE $ 0.03 $ 0.01
============= =============
COMPREHENSIVE FULLY DILUTED INCOME
(LOSS) PER SHARE $ 0.03 $ 0.01
============= =============
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 50,065,120 50,065,120
============= =============
FULLY DILUTED WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 117,950,470 117,950,470
============= =============
13
Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operations
The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-Q.
Forward-looking and Cautionary Statements
This report contains certain forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks and uncertainties. These factors may cause our company's, or our industry's actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will" "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology.
These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Restated Financial Statements
The Company has restated its financial statements as of and for the period ended June 30, 2008 to reflect the reversal of $2,480,201 of advertising revenues not properly recognized in accordance with the Company’s revenue recognition policy, and to record an other-than-temporary impairment of available-for-sale securities in the amount of $909,127. The following summarized financial statements compare the financial statements before and after the restatement.
Restated Results of Operations.
THREE MONTHS ENDED JUNE 30, 2008 and 2007
During the three months ended June 30, 2008, revenue growth was driven by our increased advertising business. Revenue for 2008’s second quarter was $2,505,818, which is a 104% increase over 2007’s second quarter revenue of $1,226,605. The most substantial growth was advertising and within that category the largest increase was from referral and repeat business. Advertising revenues in the second quarter were $1,660,240 in 2008 and $460,102 in 2007. Our advertising model is unique in the industry because we have a high traffic website and our audience is comprised of a specific demographic. We are building a client base of companies that are seeking brand awareness in combination with building their shareholder base. Our advertising client base is increasing because we have created relationships with investor and public relations firms who refer us a lot of new business.
We are focused on increasing the traffic to our stable of websites to ensure our advertising clients have a large, targeted viewing audience. We just completed a business networking site www.zenobank.com which provides a forum for companies and investors to associate using all of the modern, web-based tools available such as blogs, forums, and chat rooms. Every public company will have complete and accurate financial data on their profile pages on ZenoBank provided by AlphaTrade to ensure they are compliant with all regulatory policies with respect to investor relations.
Our cost of sales for our financial products is directly related to the price of our financial feeds and content. Some of these costs are fixed monthly fees and others are based on the number of users or subscribers. As our subscribers increase, our advertising clients will get more visibility and therefore we will attract more advertising clients and the price for our advertising services could increase accordingly. For the second quarter of 2008 our cost of sales was 18% of revenues compared to 36% in 2007. As our advertising revenues increase, this percentage may become more and more favorable in terms of profitable operations.
We realized a net income of $1,422,282 for the three months ended June 30, 2008
compared to a loss of $846,451 for the three months ended June 30, 2007. This is an increase of $2,268,733 and directly related to the referral and long term business from our established relationships with marketing and public relations firms.
During the second quarter of 2008, none of our sports partnerships were active. In some cases, we terminated the sports sponsorship program for lack of tangible results and in some cases, we terminated due to breaches. To date in 2008 we paid a total of $100,000 to a number of our sports sponsorship programs. During 2008 we paid $258,226 to consultants for marketing fees.
Included in professional fees for 2008 are shares of common stock to investor relations consultants valued at $89,203 compared to $75,989 in 2007 and stock options to our employees valued at $-0- compared to $93,350 in 2007. The investor relations consultants bring new advertising clients to the company. We realized related party compensation expense of $120,000 for both 2008 and 2007. Our operating expenses decreased to $829,487 in 2008 from $1,578,579 in 2007 because we did not renew our sports sponsorships.
Historically, many of our expenses are paid in shares of our common stock. The
expenses are recorded at the fair value of the shares issued. Excluding these
non cash expenses the income (loss) for the three months ended June 30, 2008 and 2007 would have been $1,511,485 and ($677,112), respectively. The loss in 2007 is almost entirely due to the payments to our sports sponsorships.
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
During the six months ended June 30, 2008, revenue growth was driven by our increased advertising business. Revenue for the first half of 2008 was $4,123,202, which is a 70% increase over the revenue for the first half of 2007 of $2,417,812. The most substantial growth was advertising and within that category the largest increase was from refer ral and repeat business. Advertising revenues in the first half of 2008 was $2,468,295 compared to $858,469 in 2007. Our advertising model is strong and we expect this revenue stream to continue to build in the future.
We are focused on increasing the traffic to our stable of websites to ensure our advertising clients have a large, targeted viewing audience. We just completed a business networking site www.zenobank.com which provides a forum for companies and investors to associate using all of the modern, web-based tools available such as blogs, forums, and chat rooms. Every public company will have complete and accurate financial data on their profile pages on ZenoBank to ensure they are compliant with all regulatory policies with respect to investor relations.
Our cost of sales for our financial products is directly related to the price of our financial feeds and content. Some of these costs are fixed monthly fees and others are based on the number of users or subscribers. As our subscribers increase, our advertising clients will get more visibility and therefore we will attract more advertising clients and the price for our advertising services could increase accordingly. For the first half of 2008 our cost of sales was 29% of revenues compared to 37% in 2007. As our advertising revenues increase, this percentage may become more and more favorable in terms of profitable operations.
We realized a net income of $1,283,393 for the six months ended June 30, 2008
compared to a loss of $1,846,894 for the six months ended June 30, 2007. This is an increase of $3,130,287 and directly related to the referral and long term business from our established relationships with marketing and public relations firms.
During the first half of 2008, none of our sports partnerships were active. In some cases, we terminated the sports sponsorship program for lack of tangible results and in some cases, we terminated due to breaches. To date in 2008 we paid a total of $158,445 to a number of our sports sponsorship programs. During 2008 we paid $492,923 to consultants for marketing fees.
Included in professional fees for 2008 are shares of common stock to investor relations consultants valued at $312,568 compared to $308,354 in 2007 and stock options to our employees valued at $14,233 compared to $103,478 in 2007. The investor relations consultants bring new advertising clients to the company. We realized related party compensation expense of $240,000 for both 2008 and 2007. Our operating expenses decreased to $1,927,039 in 2008 from $3,316,449 in 2007 because we did not renew our sports sponsorships.
Historically, many of our expenses are paid in shares of our common stock. The
expenses are recorded at the fair value of the shares issued. Excluding these
non cash expenses the income (loss) for the first half of 2008 and 2007 would have been $1,610,194 and ($1,435,062), respectively. The loss in 2007 is almost entirely due to the payments to our sports sponsorships.
Liquidity and Capital Resources.
We have consistently been financed through loans from related parties and from
raising capital through private equity offerings. We used $445,016 and $19,532
of cash in our operating activities in the first six months of 2008 and 2007,
respectively. For the six months ended June 30, 2008 and 2007 we received
cash totaling $206,580 and $29,850 from the issuance of our common stock and
contributed capital. We expect that in the next twelve months the cash
generated by our operations will be adequate to cover our operating expenses.
Given the right circumstances, we would entertain a secondary financing if it
would ensure our growth could be greatly fast-tracked otherwise we will focus on building our business via revenue growth. Currently, we do not have any definitive plans for a secondary financing.
We currently have no material commitments for major capital expenditures.
Dependence on Key Personnel
We are dependent on the services of Penny Perfect, the Chief Executive Officer of the Company. The loss of Ms. Perfect or Gordon Muir, our CTO or other key executives and personnel, or the inability to attract and retain the additional highly skilled employees required for the expansion of our activities, may have a material adverse effect on our business or our future operations.
Item 3. Controls and Procedures
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of management,
including our chief executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and principal financial officer concluded that our disclosure controls and
procedures are not effective to cause the material information required to be
disclosed by us in the reports that we file or submit under the Exchange Act to
be recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. There have been no changes
in our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation.
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
AlphaTrade.com is the Defendant in litigation pending in the Supreme Court of British Columbia, Canada. This action was filed on December 23, 2003 and is between Zacks Investment Services, Inc. as Plaintiff and AlphaTrade.com as Defendant. The case number is 5036907.
The Plaintiff alleges that it is owed the sum of $279,664 pursuant to a licensing Agreement executed by the Plaintiff and the Defendant in 1999. Alphatrade is agressively defending itself against this claim.
During the year ending December 31, 2002, a company filed an action against AlphaTrade in the Supreme Court of British Columbia, Canada claiming unspecified damages. AlphaTrade filed a Statement of Defence in August, 2002. There has been no further developments in this action. AlphaTrade plans to vigorously defend itself.
Arena Media Networks LLC v. AlphaTrade.com
Supreme Court of the State of New York, County of New York, Index No. 603406/06
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Plaintiff Arena Media Networks LLC ("Arena") commenced this action on or about
October 15, 2007 by the filing of a Summons and Complaint. In the Complaint,
Arena asserts causes of action for breach of contract, account stated and unjust
enrichment against the Company arising from the Company's alleged failure to pay
sums purportedly due Arena pursuant to an agreement in which Arena agreed to
place advertising for the Company.
The Company answered the Complaint on February 1, 2008. In its Answer, the
Company denies the material allegations of the Complaint and asserts numerous
affirmative defenses. This action is presently in the discovery stage. The
Company intends to vigorously defend this action.
Professional Bull Riders, Inc. v. AlphaTrade.com,
United Stated District Court, District of Colorado, Case No. 08-cv-01017 (MSK)
Plaintiff Professional Bull Riders, Inc. (“PBR”) commenced this action against the Company on or about April 15, 2008 in the District Court of Pueblo County, Colorado, Case No. 2008CV527. The Company removed this action to the United States District Court for the District of Colorado on May 15, 2008. In its Complaint, PBR alleges two causes of action arising from the alleged breach of a Sponsorship Agreement, as amended, and the alleged breach of a settlement agreement, and seeks damages of over $1,500,000.
The Company denies the material allegations of the Complaint and intends to vigorously defend this action.
Tommy G Productions, LLC v. AlphaTrade.com,
District Court, Pueblo County, Colorado, Case No. 2008CV1008
Plaintiff Tommy G Productions (“Tommy G”) commenced this action against the Company on or about June 27, 2008 in the District Court of Pueblo County, Colorado, Case No. 2008CV1008. In its Complaint, Tommy G alleges a cause of action arising from the alleged breach of a Sponsorship Agreement, and seeks damages of $30,000.
The Company is required to answer or move with respect to the Complaint on or before August 10, 2008. The Company denies the allegations of the Complaint and intends to vigorously defend this action.
We are subject to potential liability under contractual and other matters and various claims and legal actions which may be asserted. These matters arise in the ordinary course and conduct of our business. While the outcome of the potential claims and legal actions against us cannot be forecast with certainty, we believe that such matters should not result in any liability which would have a material adverse effect on our business.
Item 2. Changes in Securities.
The following unregistered securities have been issued since January 1st, 2008:
Valued
Date No. of Shares Title At Reason
Jan./2008 400,000 Common $0.20 For cash
Jan./2008 440,750 Common $0.20 For services
Feb./2008 300,000 Common $0.20 For cash
Feb./2008 480,000 Common $0.20 For services
March/2008 45,000 Common $0.20 For services
March/2008 25,000 Common $0.20 For cash
April/2008 10,000 Common $0.17 For services
May/2008 520,000 Common $0.17 For services
June/2008 415,000 Common $0.17 For services
June/2008 300,000 Common $0.20 For cash
The above noted shares were issued in private, isolated transactions without
registration under the Securities Act. The shares were issued in reliance on the
exemption provided by Rule 506 and/or Section 4(2) of the Securities Act as a
transaction by an issuer not involving a public offering to Consultants or to
companies owned or controlled by Consultants or Officers of AlphaTrade.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 31.1 Certification of C.E.O. Pursuant to Section 302 of the
Sarbanses-Oxley Act of 2002.
Exhibit 31.2 Certification of Principal Accounting Officer Pursuant
to Section 302 of the Sarbanses-Oxley Act of 2002.
Exhibit 32.1 Certification of C.E.O. Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Principal Accounting Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
(b) Report on Form 8-K
None
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.