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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
X QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For Quarterly period Ended: March 31, 2009; or
----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
For the transition period to
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Commission File Number: 0-25631
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ALPHATRADE.COM
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(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 116 - 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 May 18, 2009, was 54,476,023.
Transitional Small Business Disclosure Format. Yes No X
--- ---
1
Report on Form 10-Q
For the Quarter Ended March, 31 2009
INDEX
Page
----
Part I. Financial Information
Item 1. Financial Statements.................................. 3
Balance Sheets.......................................4-5
Statements of Operations ............................. 6
Statement of Stockholders' Equity (Deficit)..........7-8
Statements of Cash Flows............................9-10
Notes to the Financial Statements .................11-13
Item 2. Management's Discussion and Analysis
or Plan of Operation .............................. 14
Item 3. Controls and Procedures ............................. 16
Part II. Other Information
Item 1. Legal Proceedings ................................... 16
Item 2. Changes in Securities ............................... 18
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.....................................20-24
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
3
ALPHATRADE.COM
Balance Sheets
ASSETS
March 31, December 31,
2009 2008
------------- -------------
(Unaudited)
CURRENT ASSETS
Cash $ 2,084 $ 55,650
Accounts receivable, net 863,513 1,172,064
Marketable securities-available for sale 839,632 1,558,876
Marketable securities-available for sale
related party 2,093 2,093
Prepaid expenses - 1,000
------------ ------------
Total Current Assets 1,707,322 2,789,683
------------ ------------
PROPERTY AND EQUIPMENT, net 40,984 45,776
------------ ------------
TOTAL ASSETS $ 1,748,306 $ 2,835,459
============ ============
The accompanying notes are an integral part of these financial statements.
4
ALPHATARADE.COM
Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
March 31, December 31,
2009 2008
------------- -------------
(Unaudited)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,138,384 $ 2,161,854
Bank overdraft 31,488 -
Related party payables 2,876,323 2,746,262
Deferred revenues 1,011,930 737,010
------------ ------------
Total Current Liabilities 6,058,125 5,645,126
------------ ------------
TOTAL LIABILITIES 6,058,125 5,645,126
------------ ------------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' (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: 54,476,023 and 54,076,023
shares issues and outstanding, respectively 54,476 54,076
Stock subscription payable 45,080 45,080
Additional paid-in capital 33,688,783 33,681,184
Accumulated other comprehensive income (2,940,598) (1,742,626)
Accumulated deficit (35,161,560) (34,851,381)
------------ ------------
Total Stockholders' (Deficit) (4,309,819) (2,809,667)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,748,306 $ 2,835,459
============ ============
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 Ended
March 31,
----------------------------
2009 2008
------------- --------------
REVENUES
Subscription revenue $ 652,858 $ 771,928
Advertising revenue 1,045,846 808,055
Other revenue 52,442 37,401
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Total Revenues 1,751,146 1,617,384
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COST OF SALES
Financial content 401,863 483,403
Other cost of sales 202 1,100
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Total Cost of Sales 402,065 484,503
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GROSS PROFIT 1,349,081 1,132,881
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OPERATING EXPENSES
Management expense 120,000 120,000
Bad Debt Expense 1,030,477 -
Professional fees 90,339 438,492
Research and development 65,049 147,478
Marketing expense 50,958 134,697
General and administrative 127,937 256,885
------------ -------------
Total Operating Expenses 1,484,760 1,097,552
------------ -------------
INCOME (LOSS) FROM OPERATIONS (135,679) 35,329
------------ -------------
OTHER INCOME (EXPENSE)
Realized gains (losses) on sale of
marketable securities (70,525) (85,738)
Interest expense (103,975) (88,480)
------------ -------------
Total Other Income (Expense) (174,500) (174,218)
------------ -------------
NET INCOME (LOSS) BEFORE INCOME TAXES (310,179) (138,889)
INCOME TAX EXPENSE - -
------------ -------------
NET INCOME (LOSS) $ (310,179) $ (138,889)
============ =============
OTHER COMPREHENSIVE LOSS $ (1,197,972) $ (228,352)
------------ -------------
TOTAL LOSS $ (1,508,151) $ (367,241)
============ =============
BASIC EARNINGS (LOSS) PER SHARE $ (0.01) $ (0.00)
============ =============
BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 54,200,467 49,601,306
============ =============
The accompanying notes are an integral part of these financial statements.
6
ALPHATRADE.COM
Statements of Stockholders' Equity (Deficit)
Preferred Stock Common Stock Additional Stock Other Total
---------------- ------------------ Paid-In Subscription Comprehensive Accumulated Stockholder's
Shares Amount Shares Amount Capital Receivable 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) $(35,685,750) $ (4,533,134)
Common
stock
issued
for cash
at $0.15
and $0.20
per share - - 1,075,000 1,075 196,425 16,580 - - 214,080
Common
stock
issued for
services
at $0.02
per share - - 4,411,250 4,411 475,040 - - - 479,451
Value of
stock
purchase
warrants
vested - - - - 25,652 - - - 25,652
Value of
stock
options
issued
under
stock
option
plans - - - - 265,010 - - - 265,010
Net
income
for the
year
ended
December
31, 2008 - - - - - - (95,095) 834,369 739,274
--------- ------ ---------- ------- ----------- --------- ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
7
ALPHATRADE.COM
Statements of Stockholders' (Deficit)
Preferred Stock Common Stock Additional Stock Other Total
---------------- ------------------ Paid-In Subscription Comprehensive Accumulated Stockholder's
Shares Amount Shares Amount Capital Receivable Income Deficit Equity
--------- ------ ---------- ------- ----------- ---------- ------------- ------------- -------------
Balance,
December
31, 2008 4,000,000 4,000 54,076,023 54,076 33,681,184 45,080 (1,742,626) (34,851,381) (2,809,667)
Common
stock
issued
for
services
at $0.02
per share
(unaudited) - - 400,000 400 7,600 - - - 8,000
Net income
for the
period
ended March
31,
2009
(Unaudited) - - - - - - (1,197,972) (310,179) (1,508,151)
--------- ------ ---------- ------- ----------- --------- ------------ ------------ ------------
Balance,
March 31,
2009
(Unaudited)4,000,000 $4,000 54,476,023 $54,476 $33,688,784 $ 45,080 $ (2,940,598) $(35,161,560) $ (4,309,818)
========= ====== ========== ======= =========== ========= ============ ============ ============
The accompanying notes are an integral part of these financial statements.
8
ALPHATRADE.COM
Statements of Cash Flows
(Unaudited)
For the Three Months Ended
March 31,
---------------------------
2009 2008
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (310,179) $ (138,889)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation expense 4,792 5,299
Value of stock options and warrants granted - 14,233
Loss on sale of investments 153,422 85,738
Investments received as payment for
accounts receivable (620,657) (232,697)
Common stock issued for services 8,000 195,518
Changes in operating assets and liabilities:
Changes in accounts receivable 308,551 46,165
Changes in prepaid expenses 1,000 (14,150)
Changes in deferred revenues 274,920 (381,041)
Changes in related party payables 130,061 245,236
Changes in accounts payable and accrued expenses (23,470) (245,001)
------------ ------------
Net Cash Used in Operating Activities (73,560) (419,589)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of securities (11,494) 73,612
Net Cash Provided (Used) by
Investing Activities (11,494) 73,612
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash - 145,000
Proceeds from bank overdraft 31,488 65,918
Stock subscriptions payable - 16,580
------------ ------------
Net Cash Provided by Financing Activities 31,488 227,498
------------ ------------
NET DECREASE IN CASH (53,566) (118,479)
------------ ------------
CASH AT BEGINNING OF PERIOD 55,650 153,760
------------ ------------
CASH AT END OF PERIOD $ 2,084 $ 35,281
============ ============
The accompanying notes are an integral part of these financial statements.
9
ALPHATRADE.COM
Statements of Cash Flows
(Unaudited)
For the Three Months Ended
March 31,
---------------------------
2009 2008
------------- -------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ 72,491 $ 24,286
Income Taxes $ - $ -
NON CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for services $ 8,000 $ 195,518
Value of stock options and warrants vested $ $ 14,233
The accompanying notes are an integral part of these financial statements.
10
ALPHATRADE.COM, INC
Notes to Consolidated Financial Statements
March 31, 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 March 31, 2009, 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 period
ended March 31, 2009 is 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 company accrued an additional $130,061 in related party payables during the
quarter ended March 31, 2009. A majority of this accrual consists of payable
related to management fees.
11
ALPHATRADE.COM, INC
Notes to Consolidated Financial Statements
March 31, 2009 and December 31, 2008
NOTE 4 - 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
March 31, 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 March 31, 2009 and changes during the periods ended December 31, 2008 and
March 31, 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
Weighted Weighted
Options Average Average
and Exercise Grant Date
Warrants Price Fair Value
-----------------------------------
Outstanding, December 31, 2008 55,210,200 $ 0.32 $ 0.32
Granted -0- 0.21 0.21
Expired (810,000) 0.73 0.73
Exercised -0- 0.25 0.25
Outstanding, March 31, 2009 54,400,200 $ 0.32 $ 0.32
Exercisable, March 31, 2009 39,920,200 $ 0.33 $ 0.33
12
ALPHATRADE.COM, INC
Notes to Consolidated Financial Statements
March 31, 2009 and December 31, 2008
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.
Recent Accounting Pronouncements
- --------------------------------
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
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 MARCH 31, 2009 AND 2008
- -----------------------------------------
During the three months ended March 31, 2009, revenue growth slowed due to the
unparalleled turbulence and overall decline in all of the financial markets. Our
advertising business grew minimally as many clients put their marketing and
advertising budgets on hold until the fourth quarter. Revenue for 2009's first
quarter was $1,751,146, which is an 8% increase over 2008's first quarter
revenue of $1,617,384.
Advertising revenues in the first quarter were $1,045,846 in 2009 and $808,055
in 2008. In addition, we had $1,011,930 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 for the same
reasons of market uncertainty. 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, which was launched last quarter. 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.
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.
14
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 first
quarter of 2009 our cost of sales was 23% of revenues compared to 30% of
revenues in 2008. As our revenues increase, this percentage may become more
favorable in terms of profitable operations.
We realized a net loss of $310,179 for the three months ended March 31, 2009
compared to a loss of $138,889 for the three months ended March 31, 2008. This
is an increase of $171,290. We are generating referrals and long term,
established relationships with marketing and public relations firms. During 2009
we paid $50,958 to consultants for marketing fees.
Included in professional fees for 2009 are shares of common stock to investor
relations consultants valued at $8,000 compared to $195,518 in 2008 and stock
options to our employees valued at $-0- compared to $14,233 in 2008. For the
most part, the investor relations consultants are hired to bring new advertising
clients to the company. We realized related party compensation expense of
$120,000 for both 2009 and 2008.
Our operating expenses increased to $1,484,760 in 2009 from $1,097,552 in 2008
mainly due to a large write down in non-cash trade receivables. 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 March 31, 2009 and 2008
would have been ($302,179) and $70,862, 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 $73,560 and $419,589
of cash in our operating activities in the first three months of 2009 and 2008,
respectively. For the three months ended March 31, 2009 and 2008 we received
cash totaling $-0- and $145,000 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.
15
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 adequate 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. We are working to improve our reporting
process to ensure timely and accurate reporting. 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 aggressively 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 Defense in August, 2002. There have
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)
16
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.
Center Operating Company v. AlphaTrade.com, 68th Judicial District Court, Dallas
County, Texas, Case No. 2009-156001-1
Plaintiff Center Operating Company ("COC") commenced this action against the
Company on or about September 3, 2008 in the District Court of Dallas County,
Texas, Case No. 2009-156001-1. In its Complaint, COC alleges a cause of action
arising from the alleged breach of a Sponsorship Agreement, and seeks damages of
$185,621.
The Company denies the allegations of the Complaint and intends to vigorously
defend this action.
Sterling Mets, L.P. and Brooklyn Baseball Company, LLC v. AlphaTrade.com,
Supreme Court of the State of New York, County of Queens Case No. 27541/2008
Plaintiff Sterling Mets, L.P. and Brooklyn Baseball Company, LLC ("Mets")
commenced this action against the Company on or about November 12, 2008 in the
Supreme Court of the State of New York, County of Queens. In its Complaint, Mets
alleges a cause of action arising from the alleged breach of a Sponsorship
Agreement, and seeks damages of $650,000.
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.
17
Item 2. Changes in Securities.
The following unregistered securities have been issued since January 1st, 2009:
Valued
Date No. of Shares Title At Reason
Mar./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 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
18
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: 20/05/2009 / s / Penny Perfect
----------------------------
President / Director
Date: 20/05/2009 / s / Katharine Johnston
----------------------------
Principal Accounting Officer
19