AlphaTrade.com
930 West First Street, Ste 116
North Vancouver, BC Canada V7P 3N4
February 25, 2011
United States Securities and Exchange Commission
Attn: Andrew Mew, Accounting Branch Chief
Millwood Hobbs, Staff Accountant
100 F Street N.E., Stop 4561
Washington, D.C. 20549
RE: Alphatrade.com
Form 10-K/A for the Fiscal Year Ended December 31, 2009 Filed June
22, 2010
Forms 10-Q/A for Fiscal Quarter Ended June 30, 2008
Filed January 18, 2011
Form 10-Q for Fiscal Quarter Ended March 31, 2010
Filed May 17, 2010
Form 10-Q for Fiscal Quarter Ended September 30, 2010
Filed November 16, 2010
File No. 0-25631
Dear Mr. Mew, et al:
We have reviewed the comments from your letter dated February 4, 2011
and have formulated responses as outlined below. Please feel free to contact us
at your convenience should additional explanation and/or clarification be
required.
Forms 10-Q/Amendment No. 3 for the Fiscal Quarter Ended June 30, 2008
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Financial Statements and Notes
Note 3 - Restated Financial Statements, page 14
1. Refer to prior comment three of our letter dated September 30, 2010 and
comment one of our letter dated December 23, 2010. We note that you
continue to present second earnings per share amounts using
comprehensive income in the amended Form 10-Q/A filed on January 18,
2011. Please confirm to us that you will not provide such presentation
in future filings.
COMPANY RESPONSE: The Company confirms to the Commission that there will be
no second earnings per share amounts using comprehensive income in future
filings.
Form 10-Q for the Fiscal Quarter Ended September 30, 2010
Note 6 - Marketable Securities, page 13
2. Refer to our prior comment nine of our letter dated January 29, 2010
and your response to comment six of our letter dated December 23, 2010.
We note your intention to provide the required GAAP disclosures in your
future filings. However you did not explain in the response regarding
how you determined you have no other-than-temporary-impairment of your
marketable securities as of September 30, 2010 in light of their
significant unrealized losses and their duration in loss position.
Please provide us with your impairment analysis in detail.
COMPANY RESPONSE: The Company reviews its investments for
other-than-temporary impairment on a quarterly basis. However, management
has taken the position that in the absence of extreme circumstances, a
holding period of less than one year is insufficient to determine whether
an other-than-temporary impairment has taken place. Because of the
volatility of the market prices of many of the securities held by the
Company, market values can fluctuate significantly, positively or
negatively, in a relatively short period of time. Therefore, even if a
particular security has experienced significant unrealized losses for two
or three consecutive quarters, management typically will withhold judgment
as to whether the security has an other-than-temporary impairment until the
Company has owned the particular security for a period of at least one
year.
Form 10-K/Amendment No. 1 for the Fiscal Year Ended December 31, 2009
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Form 10-Q for the Fiscal Quarter Ended September 30, 2010
Form 10-Q for the Fiscal Quarter Ended March 31, 2010
Item 3. Controls and Procedures, page 17
3. We note your response to comments seven, eight, 12 and 13 of our letter
dated December 23, 2010 that your disclosure controls and procedures
and internal control over financial reporting have been revised to be
ineffective for the reporting periods from September 30, 2009 through
September 30, 2010. We note you amended only the Form 10-Q for the
quarterly period ended June 30, 2010 rather than all of the periods as
indicated. Nevertheless, we believe you should revise your conclusions
on disclosure controls and procedures and internal control over
financial reporting by amending the Form 10-K for the year ended
December 31, 2009 and the subsequent Forms 10-Q for the quarterly
periods ended March 31, 2010 and September 30, 2010, as appropriate.
COMPANY RESPONSE: The Company has revised its conclusions on disclosure
controls and procedures and internal control over financial reporting by
amending the Form 10-K for the year ended December 31, 2009, and the
subsequent Forms 10-Q for the quarterly periods ended March 31, 2010 and
September 2010, pursuant to the Commission's request.
4. Based on your responses, it appears the previously referenced statement
in the 2008 Form 10-K/A that "[m]anagement determined that at December
31, 2008 the Company had a material weakness in control over financial
reporting because it did not have sufficient personnel with adequate
knowledge, experience, and training of United States Generally Accepted
Accounting Principles commensurate with the Company's reporting
requirements" would continue to apply in your situation. If so, please
revise to provide such statement in your amendments for the above
referenced reporting periods or explain to us why you are not required
to do so.
COMPANY RESPONSE: The Company has revised its statements in the afore-
mentioned reporting documents pursuant to the Commission's request.
5. In addition, please provide a risk factor disclosure in future filings,
addressing your apparent limited US GAAP knowledge and SEC rules and
regulations. The disclosure should also address any impact on the
financial reporting and internal control over financial reporting as
well as any remedial plan you have taken or anticipate taking in the
near future.
COMPANY RESPONSE: The Company will provide an appropriate risk factor
disclosure discussing this issue in future filings, pursuant to the
Commission's request.
Sincerely,
AlphaTrade.com,
A Nevada Corporation
/S/ Gordon J. Muir
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By: Gordon J. Muir
Its: Chief Executive Officer