Item 1. Financial Statements.................................. 3
Item 3. Controls and Procedures.............................. 18
Part II. Other Information
Item 2. Changes in Securities ............................... 19
Item 3. Defaults Upon Senior Securities ..................... 19
Item 4. Submission of Matters to a Vote of Security Holders.. 19
Item 5. Other Information.................................... 19
Item 6. Exhibits and Reports on Form 8-K..................... 19
Signatures........................................... 20
Certifications.......................................
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
2009 2008 2009 2008
------------- ------------ ------------ ------------
Subscription revenue $ 578,690 $ 757,287 $ 1,840,876 $ 2,317,050
Advertising revenue 462,421 1,060,491 1,981,720 3,528,786
Other revenue 73,827 49,409 193,420 144,553
------------ ----------- ------------ -----------
Total Revenues 1,114,938 1,867,187 4,016,016 5,990,389
------------ ----------- ------------ -----------
Financial content 337,664 490,615 1,136,597 1,431,112
Other cost of sales (838) 396 270 2,538
------------ ----------- ------------ -----------
Total Cost of Sales 336,826 491,011 1,136,867 1,433,650
------------ ----------- ------------ -----------
GROSS PROFIT 778,112 1,376,176 2,879,149 4,556,739
------------ ----------- ------------ -----------
Management expense 120,000 120,000 360,000 360,000
Bad debt expense 121 - 1,031,598 -
Professional fees 66,112 216,500 241,993 884,488
Research and development 62,951 123,841 196,795 395,544
Marketing expense 145,433 146,899 309,643 639,822
General and administrative 92,847 175,398 424,604 429,825
------------ ----------- ------------ -----------
Total Operating Expenses 487,464 782,638 2,564,633 2,709,679
------------ ----------- ------------ -----------
INCOME (LOSS) FROM OPERATIONS 290,648 593,538 314,516 1,847,060
------------ ----------- ------------ -----------
sale of marketable securities (4,394) (47,215) (324,224) (145,147)
Gain (Loss) on forgiveness of debt - - (240,000) 307,974
Interest expense (16,675) (95,206) (226,562) (275,377)
------------ ----------- ------------ -----------
Total Other Income (Expense) (21,069) (142,421) (790,786) (112,550)
------------ ----------- ------------ -----------
NET INCOME (LOSS) BEFORE INCOME TAXES 269,579 451,117 (476,270) 1,734,510
INCOME TAX EXPENSE - - - -
------------ ----------- ------------ -----------
NET INCOME (LOSS) $ 269,579 $ 451,117 $ (476,270)$ 1,734,510
============ =========== ============ ===========
The accompanying notes are a integral part of these financials statements.
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
2009 2008 2009 2008
------------- ------------ ------------ ------------
NET INCOME (LOSS) $ 269,579 $ 451,117 $ (476,270) $ 1,734,510
============ =========== ============ ===========
OTHER COMPREHENSIVE INCOME (LOSS) $ 297,629 $ (527,751) $ (967,122) $ (181,420)
------------ ----------- ----------- -----------
TOTAL COMPREHENSIVE INCOME (LOSS) $ 567,208 $ (76,634) $ (1,443,392) $ 1,553,090
============ =========== ============ ===========
BASIC EARNINGS (LOSS) PER SHARE $ 0.00 $ 0.01 $ (0.01) $ 0.03
============ =========== ============ ===========
FULLY DILUTED INCOME (LOSS) PER SHARE $ 0.00 $ 0.00 $ 0.01
============ =========== ===========
OF SHARES OUTSTANDING 54,357,342 51,708,336 54,345,620 50,616,857
============ =========== ============ ===========
OF SHARES OUTSTANDING 84,357,342 118,685,186 117,593,707
============ =========== ===========
The accompanying notes are a integral part of these financials statements.
6.
ALPHATRADE.COM
Statements of Cash Flows
(Unaudited)
For the Nine Months Ended
September 30,
-------------------------
2009 2008
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (476,270) $ 1,734,510
Adjustments to reconcile net income (loss) to
net cash used by operating activities:
Depreciation expense 14,377 13,745
Value of stock options and warrants granted - 157,377
Loss on sale of investments 324,224 145,147
Gain (Loss) on settlement of debt 240,000 (307,972)
Transfer of investments to settle debt 500,000 -
Investments received as payment for accounts
receivable (933,481) (2,135,263)
Common stock issued for services 8,000 394,601
Changes in operating assets and liabilities:
Changes in accounts receivable 1,170,912 (34,077)
Changes in prepaid expenses (2,000) (8,150)
Changes in deferred revenues (163,427) (855,815)
Changes in related party payables 304,333 436,159
Changes in accounts payable and accrued expenses (1,242,370) (5,421)
----------- -----------
Net Cash Used in Operating Activities (255,702) (465,159)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of securities 174,496 100,215
Purchase of fixed assets - (18,579)
----------- -----------
Net Cash Provided by Investing Activities 174,496 81,636
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash - 197,500
Proceeds from bank overdraft 34,764 16,038
Stock subscriptions payable - 16,580
----------- -----------
Net Cash Provided by Financing Activities 34,764 230,118
----------- -----------
NET DECREASE IN CASH (46,442) (153,405)
CASH AT BEGINNING OF PERIOD 55,650 153,760
----------- -----------
CASH AT END OF PERIOD $ 9,208 $ 355
=========== ===========
The accompanying notes are an integral part of these financial statements.
8
ALPHATRADE.COM
Statements of Cash Flows
(Unaudited)
(Continued)
For the Nine Months Ended
September 30,
-------------------------
2009 2008
------------ ------------
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ 29,315 $ 64,513
Income Taxes $ - $ -
NON CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for services $ 8,000 $ 394,601
Value of stock options and warrants vested $ - $ 157,377
The accompanying notes are an integral part of these financial statements.
9
ALPHATRADE.COM, INC
Notes to ALPHATRADE.COM INC Financial Statements
September 30, 2009 and December 31, 2008
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 September 30, 2009 and 2008, and for
all periods presented herein, 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,
2008 audited financial statements. The results of operations for the periods
ended September 30, 2009 and 2008 are not necessarily indicative of the
operating results for the full year.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - RELATED PARTY PAYABLES
The related party payables were reduced by $799,013 and $372,511 during the
three and nine months ended September 30, 2009, respectively. It is mainly due
to the related party interest accrual reduced by $674,844 in September 2009.
The related party 536653 B.C. Ltd. contributed its accrued loan interest of
$676,844 to the Company during the quarter by reducing its interest rate from
20% to 3% as of July 1, 2009.
10
ALPHATRADE.COM, INC
Notes to ALPHATRADE.COM INC Financial Statements
September 30, 2009 and December 31, 2008
NOTE 4 - OUTSTANDING COMMON STOCK OPTIONS AND STOCK PURCHASE WARRANTS
In according with Accounting Standards Codification ("ASC") Topic 718 (FAS123R),
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 September 30, 2009 and December
31, 2008: dividend yield of zero percent for all years; expected volatility of
74.36% and 62.01%; risk-free interest rates of 5.03% and 3.35% and expected
lives of 1.0 and 3.0, 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 September 30, 2009 and changes during the periods ended December 31, 2008
and September 30, 2009 is presented below:
Weighted Weighted
Options Average Average
and Exercise Grant Date
Warrants Price Fair Value
-----------------------------------
Outstanding, December 31, 2007 51,570,347 $0.38 $0.38
Granted 9,245,000 0.21 0.21
Expired (5,046,497) 0.47 0.47
Exercised (558,650) 0.25 0.25
Outstanding, December 31, 2008 55,210,200 $0.32 $0.32
Exercisable, December 31, 2008 40,730,200 $0.33 $0.33
-----------------------------------
Outstanding, December 31, 2008 55,210,200 $0.32 $0.32
Granted -0- -0- -0-
Expired (6,765,000) 0.47 0.47
Exercised -0- -0- -0-
Outstanding, September 30, 2009 48,445,200 $0.30 $0.30
Exercisable, September 30, 2009 33,965,200 $0.30 $0.30
NOTE 5 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
----------------
The preparation of 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 at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
11
ALPHATRADE.COM, INC
Notes to ALPHATRADE.COM INC Financial Statements
September 30, 2009 and December 31, 2008
NOTE 5 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
--------------------------------
In May 2009, the FASB issued ASC Topic 855 (FAS 165), "Subsequent Events". This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). FAS 165 require an entity
to disclose the date subsequent events were evaluated and whether that
evaluation took place on the date financial statements were issued or were
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. The adoption of FAS 165 did not have a material impact on
the Company's financial condition or results of operation.
In June 2009, the FASB issued FAS 166, "Accounting for Transfers of Financial
Assets" an amendment of FAS 140. FAS 140 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance, and cash flows: and a transferor's continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 166 to
have an impact on the Company's results of operations, financial condition or
cash flows.
In June 2009, the FASB issued FAS 167, "Amendments to FASB Interpretation No.
46(R)". FAS 167 is intended to (1) address the effects on certain provisions of
FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable
Interest Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS 166, and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprise's involvement
in a variable interest entity. This statement must be applied as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 167 to
have an impact on the Company's results of operations, financial condition or
cash flows.
In June 2009, the FASB issued ASC Topic 105 (FAS 168), "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles". FAS 168 will become the source of authoritative U.S. generally
accepted accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. On the effective date of this
Statement, the Codification will supersede all then-existing non-SEC accounting
and reporting standards. All other nongrandfathered non-SEC accounting
literature not included in the Codification will become nonauthoritative. This
12
ALPHATRADE.COM, INC
Notes to ALPHATRADE.COM INC Financial Statements
September 30, 2009 and December 31, 2008
NOTE 5 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
statement is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. The Company does not expect the
adoption of FAS 168 to have an impact on the Company's results of operations,
financial condition or cash flows.
In June 2009, the FASB issued ASU No. 2009-01, "Topic 105-Generally Accepted
Accounting Principles, amendments based on FASB 168". No. 2009-01 amends FASB
168, the Accounting Standard Update includes Statement 168 in its entirely,
including the accounting standard update instructions contained in Appendix B of
the Statement. The Company does not expect the adoption of No. 2009-01 to have
an impact on the Company's results of operations, financial condition or cash
flows.
In August 2009, the FASB issues ASU No. 2009-05, "Fair Value Measurements and
Disclosures, (Topic 820), Measuring Liabilities at Fair Value". This
pronunciation provides clarification that in circumstances in which a quoted
price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using the provided
techniques. The Company does not expect the adoption of No. 2009-05 to have an
impact on the Company's results of operations, financial condition or cash
flows.
NOTE 6 - LAWSUITS
Equistock Incorporated and Nicholas Thomas v. AlphaTrade.com
Plaintiffs Equistock and Thomas ("Plaintiffs") initiated this action in April
2009 with the filing of their Original Petition in the state district courts of
Harris County, Texas. The lawsuit arises from a marketing agreement between
Equistock and AlphaTrade whereby AlphaTrade provided advertising and marketing
services to Equistock on behalf of Equistock's client, Dalrada Financial, Inc.
The Plaintiffs have asserted claims for breach of contract, quantum meruit,
breach of the duty of good faith and fair dealing, and damage to business
goodwill and are seeking $1.19 million in damages.
AlphaTrade has answered the Original Petition by denying these claims and
removed the case to U.S. District Court for the Southern District of Texas,
Houston Division. Additionally, AlphaTrade has asserted counterclaims against
Plaintiffs for fraud, negligent misrepresentation, deceptive trade practices,
fraudulent inducement, and breach of contract and is seeking approximately
$257,000 in damages.
This action is currently in the discovery stage. AlphaTrade intends to
vigorously defend the claims made against it and pursue its counterclaims.
13
ALPHATRADE.COM, INC
Notes to ALPHATRADE.COM INC Financial Statements
September 30, 2009 and December 31, 2008
NOTE 7 - COMMON STOCK CHANGE
On September 15, 2009, the Company's board of directors canceled 720,000 shares
issued from the 2008 Stock Option Plan of the Corporation to various employees
and consultants for services at a price of $0.05 per share. The shares were
issued on October 23, 2008.
NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events as of November 13, 2009 and reports
that there are no subsequent events to report.
NOTE 9 - INVESTMENT
The Company has investments in marketable equity securities. Management
determines the appropriate classification of the securities at the time they are
acquired and evaluates the appropriateness of such classifications at each
balance sheet date. The classification of those securities and the related
accounting polices are as follows:
Available-for-sale securities consist of marketable equity securities not
classified as trading or held-to-maturity. Available-for-sale securities are
stated at fair value, and unrealized holding gains and losses, are reported in
Accumulated Other Comprehensive Income of stockholders' equity.
The Company determines the cost of securities sold by specific identification
method.
The following is a summary of the Company's investment in available-for-sale
securities as of September 30, 2009.
Amortized Gross Gross Fair
Cost Unrealized Unrealized Market
Basis Gains Loss Value
--------- ---------- ----------- --------
Available-for-sale
Securities 3,238,356 79,507 (2,789,255)* 528,608
*There is $62,150 which has been in a continuous unrealized loss position for
less than 12 months and $2,727,105 which has been in a continuous unrealized
loss position for 12 months or longer.
There is stock with a fair value of $511,890 in the available-for-sale
securities which is subject to the Rule 144 hold restriction.
For the 3 months ended September 30, 2009, there is $46 realized gains and
($4,440) realized losses resulting from sales of securities; there is $44,138
gains reclassified out of accumulated comprehensive income into earnings.
14
ALPHATRADE.COM, INC
Notes to ALPHATRADE.COM INC Financial Statements
September 30, 2009 and December 31, 2008
NOTE 9 - INVESTMENT (Continued)
For the 9 months ended September 30, 2009, there is $4,521 realized gains and
($328,745) realized losses resulting from sales of securities; there is
($361,102) net of loss reclassified out of accumulated comprehensive income into
earnings.
NOTE 10 - 2008 RESTATEMENT
The Company has restated 2008 financial statements to record the cancelled
$240,000 in compensation as expensed to additional paid-in capital in 2007.
NOTE 11 - CONTINGENCY
On May 21, 2009, the Company entered into a Release and Settlement Agreement
with PBR (the "PBR Settlement Agreement"), pursuant to which the Company and PBR
agreed to settle all disputes and claims arising from and relating to the
Company's sponsorship agreement with the PBR. Pursuant to the PBR Settlement
Agreement, the Company agreed to make payments to PBR, for each of its 2009,
2010 and 2011 fiscal years, equal to the lesser of $100,000 or 30% of the
Company's net profit for each fiscal year.
15
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.
Results of Operations.
NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
During the three and nine months ended September 30, 2009, revenue continued to
decline due to the unstable economy. Our advertising business continues to be
adversely affected as many clients curtail their marketing and advertising
budgets. Revenue for the three and nine months ended September 30, 2009 was
$1,114,938 and $4,016,016, respectively. This is a decline of 40% and 33% over
the three and nine months ended September 30, 2008, which had revenues of
$1,867,187 and $5,990,389.
Advertising revenues for the three and nine month period ended September 30 were
$462,421 and $1,981,720 in 2009 and $1,060,491 and $3,528,786 in 2008. In
addition, we had $573,583 in deferred revenue to be realized in subsequent
quarters. This deferred revenue is derived from our long term advertising and
marketing which was not realized in this quarter. We revised our advertising
model from a price point to accommodate new client interest and to make it
easier for clients to make a marketing buying decision.
We continue to focus on increasing the traffic to our stable of websites to
ensure our advertising clients have a highly desirable demographic target
audience. We are experiencing success with building new subscribers to our
business networking site,www.zenobank.com. The site provides a comprehensive
forum for companies, businesses associated with the financial markets and
investors to network using all of the modern, web-based tools available such as
blogs, forums, and chat rooms. Every public company, once they sign up, will
have complete and accurate financial data on their profile pages on ZenoBank -
this will ensure they are compliant with all regulatory policies with respect to
investor relations.
16
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.
We believe the market conditions at present will encourage people to save money
in every way possible and with the cost effective products AlphaTrade has in
both the E-Gate and advertising programs, we believe this could be beneficial
for us in increasing our client base for all of our products. For the three and
nine months ended September 30, 2009 our cost of sales was 30% and 28% of
revenues compared to 26% and 24% of revenues for the same periods in 2008. The
increase in cost of sales was due to the decline in advertising revenues as a
percentage of our total revenues.
Our operating expenses decreased to $487,464 and $2,564,633 in 2009 from
$782,638 and $2,709,679 in 2008 mainly due to lower spending on professional
fees, marketing expenses and research and development expenses.
We incurred a loss of $240,000 on the settlement of debt with the Professional
Bull Riders Association (PBR) during the nine months ended September 30, 2009.
We transferred to PBR shares of marketable securities held as an investment. The
cost of those shares exceeded the recorded liability by $240,000 resulting in a
loss on the settlement of the debt.
During the respective three and nine month periods ended September 30, we
realized a net income of $269,579 and a net loss of ($476,270) in 2009, and a
net income of $451,117 and $1,734,510 in 2008. This is a decrease of $181,538
and $2,210,780, respectively. During the three and nine months ended September
30, 2009 we incurred $145,433 and $309,643 in marketing fees compared to
$146,899 and $639,882 during the comparative periods of 2008.
Included in professional fees for 2009 are shares of common stock to investor
relations consultants valued at $-0- and $8,000 for the three and nine month
periods, respectively. For the same periods in 2008 this expense was $73,033 and
$394,601. For the most part, the investor relation's consultants are hired to
introduce new advertising clients to the company. We recognized related party
compensation expense of $120,000 and $360,000 for the three and nine month ended
September 30, 2009 and 2008.
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 and nine months ended
September 30 would have been $269,579 and ($468,270) for 2009 and $667,294 and
$2,286,488, respectively.
Liquidity and Capital Resources.
We have consistently been financed through loans from related parties and from
raising capital through private equity offerings. We used $255,702 and $465,159
of cash in our operating activities in the nine months ended September 30, 2009
and 2008, respectively. Cash provided by investing activities for the same
periods in 2009 and 2008 were $174,496 and $81,636, respectively, came from the
sale of marketable securities. We expect that in the next twelve months the cash
generated by our operations will be adequate to cover our operating expenses.
17
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 Gordon Muir, the Chief Executive Officer of
the Company. The loss of Mr. Muir, 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 effective to ensure 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 beenno 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.
Equistock Incorporated and Nicholas Thomas v. AlphaTrade.com
U.S. District Court for the Southern District of Texas, Houston Division
Civil Action No. 4:09-CV-01645
Plaintiffs Equistock and Thomas ("Plaintiffs") initiated this action in April
2009 with the filing of their Original Petition in the state district courts of
Harris County, Texas. The lawsuit arises from a marketing agreement between
Equistock and AlphaTrade whereby AlphaTrade provided advertising and marketing
services to Equistock on behalf of Equistock's client, Dalrada Financial, Inc.
The Plaintiffs have asserted claims for breach of contract, quantum meruit,
breach of the duty of good faith and fair dealing, and damage to business
goodwill and are seeking $1.19 million in damages.
AlphaTrade has answered the Original Petition by denying these claims and
removed the case to U.S. District Court for the Southern District of Texas,
Houston Division. Additionally, AlphaTrade has asserted counterclaims against
Plaintiffs for fraud, negligent misrepresentation, deceptive trade practices,
fraudulent inducement, and breach of contract and is seeking approximately
$257,000 in damages.
18
This action is currently in the discovery stage. AlphaTrade intends to
vigorously defend the claims made against it and pursue its counterclaims.
Item 2. Changes in Securities.
The following unregistered securities have been issued since January 1st, 2009:
Valued
Date No. of Shares Title At Reason
March 2009 400,000 Common $0.02 For services
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 10-Q.
(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 Financial 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 Financial 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.
