================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
X QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For Quarterly period Ended: June 30, 2008; or
----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
For the transition period _________ to __________
Commission File Number: 0-25631
-----------------------
ALPHATRADE.COM
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 98-0211652
------------------------------ ------------------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
SUITE 116C - 930 West 1st Street, North Vancouver, B.C. V7P3N4 Canada
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(604 ) 986-9866
-------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that a registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No
--- ---
State the number of shares outstanding of the issuer's common equity:
$0.001 par value, as of June 30, 2008, was 51,525,523.
Transitional Small Business Disclosure Format. Yes No X
--- ---
1
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.......................................4-5
Statements of Operations ............................. 6
Statement of Stockholders' Equity (Deficit)..........8-9
Statements of Cash Flows...........................10-11
Notes to the Financial Statements .................12-13
Item 2. Management's Discussion and Analysis
or Plan of Operation .............................. 14
Item 3. Controls and Procedures ............................. 17
Part II. Other Information
Item 1. Legal Proceedings ................................... 17
Item 2. Changes in Securities ............................... 18
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.....................................21-27
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
3
ALPHATRADE.COM
Balance Sheets
ASSETS
------
June 30, December 31,
2008 2007
------------- --------------
(unaudited)
CURRENT ASSETS
Cash $ 3,538 $ 153,760
Accounts receivable 4,486,482 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 6,406,641 846,647
----------- -------------
PROPERTY AND EQUIPMENT, net 39,679 45,633
----------- -------------
OTHER ASSETS
Investments, at cost 300,000 300,000
----------- -------------
TOTAL ASSETS $ 6,746,320 $ 1,192,280
=========== =============
The accompanying notes are an integral part of these financial statements.
4
ALPHATARADE.COM
Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
June 30, December 31,
2008 2007
------------- --------------
(unaudited)
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 1,482,437 244,578
------------ -------------
Total Current Liabilities 5,969,900 4,839,814
------------ -------------
TOTAL LIABILITIES 5,969,900 4,839,814
------------ -------------
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 and 48,589,773
shares issues and outstanding,respectively 51,526 48,590
Stock subscription payable 45,080 28,500
Additional paid-in capital 33,241,922 32,719,057
Accumulated other comprehensive income (1,529,552) (1,647,531)
Accumulated deficit (31,036,556) (34,800,150)
------------ -------------
Total Stockholders' Equity 776,420 (3,647,534)
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 6,746,320 $ 1,192,280
============ =============
The accompanying notes are an integral part of these financial statements.
5
ALPHATRADE.COM
Statements of Operations and Other Comprehensive Income (Loss)
(unaudited)
For the Three Months For the Six Months
Ended Ended
June 30, June 30,
------------------------- -------------------------
2008 2007 2008 2007
------------ ------------ ------------ ------------
REVENUES
Subscription revenue $ 787,835 $ 751,994 $ 1,559,763 $ 1,524,655
Advertising revenue 2,388,179 460,102 5,048,496 858,469
Other revenue 57,743 14,509 95,144 34,688
----------- ----------- ----------- -----------
Total Revenues 3,233,757 1,226,605 6,703,403 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 2,775,621 780,478 5,760,764 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 358,226 565,094 492,923 1,456,591
General and administrative 97,540 189,028 354,425 369,825
----------- ------------ ----------- -----------
Total Operating Expenses 929,487 1,578,579 2,027,039 3,316,449
----------- ------------ ----------- -----------
INCOME / (LOSS) FROM OPERATIONS 1,846,134 (798,101) 3,733,725 (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 2,050,221 (846,451) 3,763,594 (1,846,894)
INCOME TAX EXPENSE - - - -
----------- ------------ ----------- -----------
The accompanying notes are a integral part of these financials statements.
6
ALPHATRADE.COM
Statements of Operations and Other Comprehensive Income (Loss) (Continued)
(unaudited)
For the Three Months For the Six Months
Ended Ended
June 30, June 30,
------------------------- -------------------------
2008 2007 2008 2007
------------ ------------ ------------ ------------
NET INCOME / (LOSS) $ 2,050,221 $ (846,451) $ 3,763,594 $(1,846,894)
=========== ============ =========== ===========
OTHER COMPREHENSIVE INCOME (LOSS)$ 346,331 $ (218,199) $ 117,979 $ (227,681)
----------- ------------ ----------- -----------
TOTAL COMPREHENSIVE INCOME (LOSS)$ 2,396,552 $ (1,064,650) $ 3,881,573 $(2,074,575)
=========== ============ =========== ===========
BASIC EARNINGS (LOSS) PER SHARE $ 0.04 $ (0.02) $ 0.08 $ (0.04)
=========== ============ =========== ===========
COMPREHENSIVE BASIC EARNINGS
(LOSS) PER SHARE $ 0.05 $ (0.02) $ 0.08 $ (0.05)
=========== ============ =========== ===========
FULLY DILUTED INCOME (LOSS)
PER SHARE $ 0.02 $ (0.02) $ 0.03 $ (0.04)
=========== ============ =========== ===========
COMPREHENSIVE FULLY DILUTED
INCOME (LOSS) PER SHARE $ 0.02 $ (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 a integral part of these financials statements.
7
ALPHATRADE.COM
Statements of Stockholders' Equity
Preferred Stock Common Stock Additional Stock Other Total
---------------- ------------------ 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
Amortization
of prepaid
expense - - - - - 30,000 - - 30,000
Net income
(loss) for
the year ended
December
31, 2007 - - - - - - (929,671) (3,688,403) (4,618,074)
--------- ------ ---------- ------- ----------- -------- ------------ ------------ ------------
The accompanying notes are a integral part of these financials statements.
8
ALPHATRADE.COM
Statements of Stockholders' Equity (Continued)
Preferred Stock Common Stock Additional Stock Other Total
---------------- ------------------ Paid-In Subscription Comprehensive Accumulated Stockholders'
Shares Amount Shares Amount Capital Payable Income Deficit Equity
--------- ------ ---------- ------- ----------- --------- ------------- ------------- -------------
Balance,
December
31, 2007 4,000,000 4,000 48,589,773 48,590 32,719,057 28,500 (1,647,531) (34,800,150) (3,647,534)
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 3,763,594 3,881,573
--------- ------ ---------- ------- ----------- -------- ------------ ------------ ------------
Balance,
June 30,
2008
(unaudited) 4,000,000 $4,000 51,525,523 $51,526 $33,241,922 $ 45,080 $ (1,529,552) $(31,036,556) $ 776,420
========= ====== ========= ======= =========== ======== ============ ============ ============
The accompanying notes are a integral part of these financials statements.
9
ALPHATRADE.COM
Statements of Cash Flows
(unaudited)
For the Six Months Ended
June 30,
-----------------------------
2008 2007
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income / ( loss ) $ 3,763,594 $ (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 # (4,458,435) # 50,120
Changes in prepaid expenses (17,343) (6,625)
Changes in deferred revenues 1,237,859 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 INCREASE / ( 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
============= =============
The accompanying notes are an integral part of these financial statements.
10
ALPHATRADE.COM
Statements of Cash Flows
(unaudited)
For the Six Months Ended
June 30,
-----------------------------
2008 2007
-------------- --------------
SUPPLIMENTAL 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.
11
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
---------------------------------
12
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
---------------------------------
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.
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
$3,233,757, which is a 163% 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 $2,388,179 in 2008 and $460,102 in 2007. In addition,
we had $1,482,437 in deferred revenue to be realized in subsequent quarters.
This deferred revenue is derived from our long term advertising and marketing
agreements which further illustrates our clients are satisfied with the results
achieved in our programs. Our advertising model is unique in the industry and we
are building relationships with investor and public relations firms that refer
us long term clients.
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 advertisers and the price for our advertising services could
increase accordingly. For the second quarter of 2008 our cost of sales was 14%
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.
14
We realized a net income of $2,050,221 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 $2,896,672 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 $929,487 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 $2,139,424 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
$6,703,403, which is a 177% 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 referral and repeat business. Advertising
revenues in the first half of 2008 was $5,048,496 compared to $858,469 in 2007.
Our advertising model is unique in the industry and we are building
relationships with investor and public relations firms that refer us long term
clients.
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 advertisers and the price for our advertising services could
increase accordingly. For the first half of 2008 our cost of sales was 14% 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.
15
We realized a net income of $3,763,594 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 $5,610,488 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 $334,478 to consultants for marketing fees.
Included in professional fees for 2008 are shares of common stock to investor
relations consultants valued at $321,568 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 $2,027,039 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 $4,099,395 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.
16
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 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 significant 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
- -------------------------------------------------------------------------------
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)
17
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.
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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
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SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ALPHATRADE.COM
Date: 13/08/2008 / s / Penny Perfect
----------------------------
President / Director
Date: 13/08/2008 / s / Katharine Johnston
----------------------------
Principal Accounting Officer
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