VISION DYNAMICS Corp - FORM 10-Q

Attached files

file	filename
EX-32.2 - VISION DYNAMICS Corp	ex322.htm
EX-32.1 - VISION DYNAMICS Corp	ex321.htm
EX-31.2 - VISION DYNAMICS Corp	ex312.htm
EX-31.1 - VISION DYNAMICS Corp	ex311.htm

U. S. 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 the quarterly period ended June 30, 2010

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission File Number: 000-52982

VISITRADE, INC.

Nevada		74-3197968
(State or other jurisdiction		(IRS Employer
of Incorporation)		Identification Number)
	2038 Corte del Nogal, Suite 110
	Carlsbad, California 92011
	(Address of principal executive offices)

	760-804-8844
	(Issuer’s Telephone Number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes X No ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer ___ Smaller reporting company X

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes _ No X

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ___ No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

28,747,704 common shares outstanding, $0.001 par value, as of August 11, 2010

PART I

ITEM 1. FINANCIAL STATEMENTS

Hamilton PC

2121 S. Oneida St., Suite 312

Denver, CO 80224

P: (303) 548-8072

F: (888) 466-4216

cpaeah@msn.com

Report of Independent Certified Public Accountants

Board of Directors

Visitrade, Inc.

We have reviewed the accompanying consolidated balance sheets of Visitrade, Inc.

as of June 30, 2010, and the related consolidated statements of income, stockholders’ equity, and cash flows for the three-month period then ended. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with the standards of the Public Company Accounting Oversight Board, the object of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in notes to the financial statements, the Company has negative working capital, negative cash flows from operations and recurring operating losses which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles accepted in the United States of America.

Hamilton, PC

/S/ Hamilton, PC

August 12, 2010

Denver, Colorado

VISITRADE, INC.
(A Development Stage Company)
BALANCE SHEETS

ASSETS
			June 30,		December 31,
			2010		2009
			(unaudited)
Current Assets
	Cash and cash equivalents	$	-	$	-
Total Current Assets			-		-

	TOTAL ASSETS	$	-	$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
	Due to related party	$	244,000	$	202,518
	Accrued interest		452		-
	Note payable - Related Party		36,168		-
Total Current Liabilities			280,620		202,518

	TOTAL LIABILITIES		280,620		202,518

Commitments and Contingencies

STOCKHOLDERS' DEFICIT
	Common stock, $.001 par value; 45,000,000 shares
	authorized; 28,747,704 and 28,747,704 shares issued and outstanding		28,748		28,748
	Preferred stock, $.001 par value; 5,000,000 shares
	authorized; 5,000,000 and 5,000,000 shares issued and outstanding		5,000		5,000
	Additional paid-in capital		2,257,421		2,257,421
	Accumulated deficit		(2,571,789)		(2,493,687)
Total stockholders' deficit			(280,620)		(202,518)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	-	$	-

The accompanying unaudited notes are an integral part of these financial statements.

VISTRADE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
										From Inception
		For the three months ended				For the six months ended				April 4, 2004
		June 30,		June 30,		June 30,		June 30,		through
		2010		2009		2010		2009		June 30,
										2010
Revenue	$	-	$	-	$	-	$	-	$	-

Selling, general and administrative expenses		41,650		36,000		77,650		72,000		284,169
Loss from operations		(41,650)		(36,000)		(77,650)		(72,000)		(284,169)

Other Income (loss):
Interest gain (expense)		(452)		-		(452)		-		(452)
Gain from extinguished debt		-		-		-		-		35,916
Total income (loss) from other income		(452)		-		(452)		-		35,464

Total loss from continuing operations		(42,102)		(36,000)		(78,102)		(72,000)		(248,705)

Discontinued Operations:
Loss from discontinued trading platform operations		-		-		-		-		(2,323,084)
Provision for income taxes		-		-		-		-		-

Net income (loss)	$	(42,102)	$	(36,000)	$	(78,102)	$	(72,000)	$	(2,571,789)

Loss per common share:
Continuing operations	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.01)
Discontinued operations	$	-	$	-	$	-	$	-	$	(0.09)
Loss per share-basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.10)

Weighted average shares outstanding		28,747,704		28,747,704		28,747,704		28,747,704		24,948,647

The accompanying unaudited notes are an integral part of these financial statements.

VISITRADE, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
							For the period
							April 4, 2004
			For the six months ended				through
			June 30,		June 30,		June 30,
			2010		2009		2010

NET CASH FROM OPERATING ACTIVITIES:
	Net loss	$	(78,102)	$	(72,000)	$	(2,571,789)
	Adjustments to reconcile net loss to net cash
	provided by operating activities:
	Stock Issued for services		-		-		2,323,084
	Changes in assets and liabilities, net of effects from acquisitions
	Increase (decrease) in accrued expenses		452		-		452
	Increase (decrease) in due to related party		77,650		72,000		248,252
Net cash provided by operating activities			-		-		(1)
NET CASH FROM FINANCING ACTIVITIES:
	Proceeds from issuance of common stock		-		-		1
Net cash provided by financing activities			-		-		1

Net increase in cash and cash equivalents			-		-		-

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD							-

CASH AND CASH EQUIVALENTS - END OF PERIOD		$	-	$	-	$	-

	Interest expense	$	-	$	-	$	-
	Income taxes		-		-		-
SUPPLEMENTAL NON-CASH INVESTING AND
FINANCING ACTIVITIES:
	Debt exchanged for issuance of note payable	$	36,168	$	-	$	-

The accompanying unaudited notes are an integral part of these financial statements.

VISITRADE, INC.

Notes to the Financial Statements

At June 30, 2010

(Unaudited)

Note 1. Basis of Presentation and Nature of Business

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010. For further information, refer to the Company’s financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2009.

Note 2. Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Because of the recurring operating losses, no revenues and the excess of current liabilities over current assets, there is substantial doubt about the Company’s ability to continue as a going concern.

As a result of the aforementioned conditions the Company may be unable to meet certain obligations to fund future research and development activities. The Company’s continuation as a going concern is dependent on obtaining additional outside financing, as it is not anticipated that the Company will have profitable operations from its current operations during the near term. The Company believes that the issuance of equity and debt will be needed to fund operating losses in the short-term until the Company can generate revenues sufficient to fund its operations. If management can’t achieve its plans there is a possibility that operations will discontinue.

Note 3. Income Taxes

Income tax expense is provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to the effects of net operating loss carry forwards and differing basis, depreciation methods, and lives of depreciable assets. The deferred tax assets represent the future tax return consequences of those differences, which will be deductible when the assets are recovered.

No income tax benefit (expense) was recognized for the six months ended June 30, 2010 as a result of tax losses in this period and because deferred tax benefits, derived from the Company’s prior net operating losses, were previously fully reserved and the Company has cumulative net operating losses for tax purposes in excess of $2.5 million.

The Company currently has tax return periods open beginning with December 31, 2004 through December 31, 2009.

Note 4. Recent Accounting Pronouncements

Recently Adopted Accounting Policies

In January 2010, the FASB issued amended guidance on fair value measurements and disclosures. The new guidance requires additional disclosures regarding fair value measurements, amends disclosures about postretirement benefit plan assets, and provides clarification regarding the level of disaggregation of fair value disclosures by investment class. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for certain Level 3 activity disclosure requirements that will be effective for reporting periods beginning after December 15, 2010. Accordingly, we adopted this amendment effective January 1, 2010, except for the additional Level 3 requirements which will be adopted in 2011.

Not Yet Adopted

In March 2010, the Financial Accounting Standards Board (FASB) ratified Emerging Issues Task Force (EITF) guidance related to Revenue Recognition that applies to arrangements with milestones relating to research or development deliverables. This guidance provides criteria that must be met to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. This guidance is effective for us January 1, 2011 and is not expected to have a material impact to our consolidated financial position or results of operations.

Note 5. Note Payable – Related Party Transaction

In accordance with ASC 470-20, we recognize the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert his debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to the Company. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of debentures. This feature is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method.

On April 1, 2010 the Company issued a 5% convertible note with a principal amount of $36,168 to Noctua Fund Manager, LLC. The note matures on October 1, 2010. Since, November 2007, the Company has received numerous cash advances from Noctua Fund Manager, LLC (the “Holder”), a related party, to cover certain corporate maintenance expenses and professional fees. The total amount of these cash advances was $36,618. These amounts were consolidated as the Holder has demanded memorializing the debt amount in the form of the above mentioned note. The note holds a conversion option, whereby the note is convertible into shares of our common stock at conversion price of $.0001 (the market price of our stock at the issuance of the note) per share if both: (i) the Company’s authorized common stock has been increased to not less than 1,000,000,000 shares and (ii) the Principal Amount and all interest and penalties accrued have not been paid in full, the Holder shall have the right to convert the principal and any interest due under this note into shares. At June 30, 2010, the conversion option found within this note was not exercisable.

The company obtains certain administrative, bookkeeping and management services from Noctua Fund Manager, LLC for a fee of $10,000 per month. Mark L. Baum, Esq., Visitrade’s former CEO and president, is a managing member of the Noctua Fund Manager, LLC.

Notes Payable consists of the following at June 30, 2010 and December 31, 2009:

		June 30, 2010		December 31, 2010
5% Note payable due October 1, 2010	$	36,168	$
Total notes payable		36,168		-
Less current portion		(36,168)		-
Long term portion	$	-	$	-

The following represents minimum payments due for notes payable:

		Amount
2010	$	36,168
2011		-
2012		-
Total	$	36,168

Note 6. Derivative Instruments

Effective for financial statements issued for fiscal periods beginning after December 15, 2008, or interim periods therein, FASB ASC 815 (formerly, EITF 07-05) requires that warrants and convertible instruments with certain conversion or exercise price protection features be recorded as derivative liabilities on the balance sheet based on the fair value of the instruments. In determining fair value, the Company uses various valuation approaches within the ASC 820-10 fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

•	Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

•	Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

ASC 820-10 requires the use of observable market data if such data is available without undue cost and effort. The Company’s adoption of ASC 820-10 did not result in any changes to the accounting for its financial assets and liabilities.

Note 7. Equity Transactions

None.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The below discussion is furnished in accordance with Item 303 of Regulation S-B.

FORWARD-LOOKING STATEMENTS

This discussion and analysis in this Quarterly Report on Form 10-Q should be read in conjunction with the accompanying Consolidated Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. We review our estimates and assumptions on an on-going basis. Our estimates are based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments, are outlined below in ‘‘Critical Accounting Policies,’’ and have not changed significantly.

In addition, certain statements made in this report may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Specifically, but not limited to, 1) our ability to obtain necessary regulatory approvals for our products; and 2) our ability to increase revenues and operating income, is dependent upon our ability to develop and sell our products, general economic conditions, and other factors. You can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continues" or the negative of these terms or other comparable terminology. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance. 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. Forward-looking statements are only predictions. The forward-looking events discussed in this Quarterly Report, the documents to which we refer you, and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.

OVERVIEW AND PLAN OF OPERATION

We are currently in the process of reorganizing ourselves as an online retailer of aftermarket Triumph motorcycle parts and accessories. Under our proposed business plan we will operate as an online retailer of aftermarket Triumph motorcycle parts and accessories. We plan to market our products primarily through our internet website www.sportbike-customs.com. We own the domain name www.sportbike-customs.com but have not completed our website. The website is currently a link to www.british–customs.com, one of our proposed marketing partners.

Our primary short term objective is the development of our online website. The website will offer our customers a variety of services such as

Allowing customers to view all of our products and accessories online. Each product will have a separate picture and description of the product. For our larger ticket items, we plan to allow customers to view the products in 3-D graphics allowing them a complete image of the product they are interested in

Allowing customers to place, pay for, and ship orders online. We plan to give customers the option of completing their transactions online, or transferring to a telephone operator and completing their transaction over the phone. We will need to implement support systems for services such as customer payment options, shipping arrangements and similar support services.

An online chat room where customers can log on and discuss Triumph issues with other owners, would-be owners and enthusiasts. We also plan to offer a Question and Answer bulletin board where Triumph enthusiasts can post questions and comments regarding Triumph related issues. Both our staff and other website users will be able to post answers to the questions. These features should help boost the credibility of our website and name.

RECENT DEVELOPMENTS

Our initial goal and current focus is the completion of our website. This is the backbone of our proposed operations platform and the stepping stone for future business activities. We have had substantial difficulties in the completion of our website. As disclosed in our First Amended Form 10 filed with the SEC on October 15, 2008, we expected to have completed our website and had it operational by late 2008/early 2009. Such completion date has been delayed substantially due initially to technical difficulties with our web design and development, and currently due to lack of adequate capital to fund such development due to current market conditions. Our website completion has been delayed substantially and we now currently hope to complete the initial beta version of our software platform by the end of the fourth quarter of 2010. Based upon the current status of our software platform and negotiations with our software designers, we currently estimate we will require approximately $45,000 in software design and development costs to complete the final beta version of our website. We currently do not have such funds available. While we are currently searching for additional capital infusion sources, we have also considered offering an equity interest as compensation for the completion of such services if such equity compensation can be offered on terms which the Company finds reasonable. Once the beta version and testing of such version is complete, we may incur additional costs associated with revising and editing such platform. We have no way of knowing what such additional costs will amount to until we are able to test the final beta version of the platform.

Concurrently with our efforts to develop and complete our website, we have begun negotiations to develop strategic marketing and sales relationships with other Triumph parts and accessory dealers in order to aggregate the inventories of these smaller retailers into our “one stop shop” of Triumph parts and accessories. Although we have begun these negotiations, this goal is secondary to the completion of our website. We expect to begin finalizing these sales and marketing relationships with in the first few months of the completion of our website. We do not expect to incur material costs or expenses associated with the initial negotiations of these relationships, nor in the eventual finalization of such relationships.

Following the finalization of our website and development of sales and marketing relationships with Triumph parts and accessory dealers and suppliers, we will need to hire additional sales and support staff to assist in the day to day operations. Initially, our plan is to hire one customer support employee and two sales employees to assist in these operations. We estimate payroll expenses associated with hiring a customer support agent to be approximately $35,000 annually. We do not expect to incur fixed costs with the hiring of sales staff as we intend to base sales staff compensation strictly on a commission based model. In addition, we may consider offering our support staff compensation in the form of an equity interest in the Company, although the details of such equity compensation program have not been determined.

As of the date of this report, we have earned no revenues and have not finalized any agreements with any parts distributors. We had begun initial negotiations with Triumph parts and accessory dealers, however, due to our setbacks in the development of our software platform, such negotiations have been put on hold. We do not expect to begin earning revenues until after the completion of our website. We do not believe we will be able to satisfy our near future cash requirements as we further develop our website and expand our sales network as described above. Before we are able to complete our website and begin to develop our sales and marketing relationships, we believe we will need to finance our operations through proceeds from the issuance of equity securities and loans. Although we have pursued several possible opportunities in connection with such financings, we have not been able to obtain necessary financings on terms we believe are beneficial to the Company. When we are able to secure such funds, they will be used as working capital to fund the completion of our website, the build-out of our sales network and for internal operations.

Once our website has been completed and we begin to generate revenues, in order to increase sales we plan to increase our brand awareness through advertising. We plan to utilize newspaper, trade magazine, trade show, online, and word of mouth advertising outlets.

Further out, we plan to possibly expand our operations into parts manufacturing. Many Triumph parts, especially for older model Triumphs, are scarce. The aim of our website is to offer our customers a central location to find these Triumph parts and accessories. Initially we hope to offer the customer a wide range of parts and accessories from existing manufacturers to choose from. In addition to retailing other manufacturer's parts, we hope to begin manufacturing our own line of Triumph parts and accessories. By initially building the reputability of our name through our retail sales website, we hope to transfer that same customer base and satisfaction with our retail business to our manufacturing business. These manufacturing goals are long term goals and we have taken no affirmative steps towards attaining these goals.

Our expectations are based on certain assumptions concerning the anticipated costs associated with our expected projects. These assumptions concern future events and circumstances that we believe to be significant to our operations and upon which our working capital requirements will depend. Some assumptions will invariably not materialize and some unanticipated events and circumstances may occur subsequent to the date of this report. The timing and amount of our capital requirements will depend on a number of factors, including the speed with which we complete our website, our ability to establish relationships with Triumph parts and accessory dealers and the eventual demand for our products and services. As described herein, we will seek funding for our capital requirements from the sale of our securities and loans, however, it is possible that we will be unable to obtain sufficient additional capital through these avenues.

We intend to retain any future earnings to retire any future debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes.

Change in Management

On April 1, 2010, Mr. Mark L. Baum, Esq. resigned from his position as President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company. Mr. Baum’s resignation was not because of any disagreement with the Company relating to the Company’s operations, policies or practices.

Immediately following his resignation, on April 1, 2010 the Company’s Board of Directors appointed Mr. Ford F. Sinclair as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary and Director. The Company and Mr. Sinclair currently maintain no material plan, contract or arrangement relating to Mr. Sinclair’s positions with the Company or related compensation.

Mr. Sinclair brings an impressive background of success to the Company, specializing in business development, mergers and acquisitions, and new market development for a variety of companies. In 2000 through to 2004, Mr. Sinclair has been directly responsible for completing successful acquisitions of Global Golf Holdings. Since 2004, Mr. Sinclair has been the President and CEO for Banis Business Development Group, a management and consulting firm. Mr. Sinclair does not currently beneficially own any Company securities.

On April 5, 2010, Mr. Mark L. Baum, Esq. resigned from his position as a member of the Board of Directors. Mr. Baum’s resignation was not because of any disagreement with the Company relating to the Company’s operations, policies or practices.

Corporate Financing

On April 1, 2010 the Company issued a 5% convertible note with a principal amount of $36,168 to Noctua Fund Manager, LLC (the “Holder”). The note matures on October 1, 2010. Since, November 2007, the Company has received numerous cash advances from the Holder, a related party, to cover certain corporate maintenance expenses and professional fees. The total amount of these cash advances was $36,618. These amounts were consolidated as the Holder has demanded memorializing the debt amount in the form of the above mentioned note. The note holds a conversion option, whereby the note is convertible into shares of our common stock at conversion price of $.0001 (the market price of our stock at the issuance of the note) per share if both: (i) the Company’s authorized common stock has been increased to not less than 1,000,000,000 shares and (ii) the Principal Amount and all interest and penalties accrued have not been paid in full, the Holder shall have the right to convert the principal and any interest due under this note into shares. At June 30, 2010, the conversion option found within this note was not exercisable. A copy of the note issued to the Holder has been attached as an exhibit hereto.

RESULTS OF OPERATIONS

During the periods ended June 30, 2010 and 2009, the Company had no revenues from operations.

The Company had $42,102 in total operating expenses from continuing operations for the three months ended June 30, 2010 as compared to $36,000 in total operating expenses from continuing operations for the three months ended June 30, 2009.

The Company had $78,102 in total operating expenses from continuing operations for the six months ended June 30, 2010 as compared to $72,000 in total operating expenses from continuing operations for the six months ended June 30, 2009.

For the current fiscal year, the Company anticipates incurring a loss. The Company anticipates that until the website is completed and operational, it will not generate revenues, and may continue to operate at a loss after completing the website, depending upon the performance of the future business.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2010, the Company had total assets of $0 and total liabilities of $280,620, resulting in a working capital deficiency of $280,620. The Company had a stockholders' deficit of $2,571,789 at June 30, 2010.

NEED FOR ADDITIONAL FINANCING

Additional funding will be required in order for the company to survive as a going concern and to finance growth and to achieve our strategic objectives. Management is actively pursuing additional sources of funding. If we do not raise sufficient funds in the future, we may not be able to fund expansion, take advantage of future opportunities, meet our existing debt obligations or respond to unanticipated requirements. Financing transactions in the future may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

The amount and timing of our future capital requirements will depend upon many factors, including the level of funding received from possible future private placements of our common stock and the level of funding obtained through other financing sources, and the timing of such funding.

We intend to retain any future earnings to retire any existing debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes.

GOING CONCERN

The accompanying financial statements have been prepared assuming we will continue as a going concern. We have had substantial operating losses for the past years and are dependent upon outside financing to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to raise necessary funds from shareholders to satisfy the expense requirements of the Company.

OFF-BALANCE SHEET FINANCINGS

None.

GOVERNMENTAL REGULATIONS

None.

RESEARCH AND DEVELOPMENT

None.

EMPLOYEES

We currently do not have any full time employees. We intend to hire full time employees and additional independent contract labor on an as needed basis when our website is complete.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”) we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as June 30, 2010, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive and Chief Financial Officer. Based upon that evaluation, our Chief Executive and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to them to allow timely decisions regarding required disclosure.

In addition to those material weaknesses identified in our Form 10-K for the year ended December 31, 2009, we have identified additional material weaknesses related to the timely filing of periodic reports required under the Exchange Act. We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of generally accepted accounting principles to ensure our filings under the Exchange Act were timely filed. Specifically, due to the fact this form 10-Q was not timely filed, we have concluded such information required by this report was not recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Such information was not accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Although we are currently attempting to address such material weaknesses, during our most recently completed fiscal quarter ended June 30, 2010, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We currently do not have an audit committee, or a person serving on our Board of Directors who would qualify as a financial expert.

PART II

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit #	Title

3.1	Articles of Incorporation. (Attached as an exhibit to our Form 10-SB filed with the SEC on December 17, 2007 and incorporated herein by reference).

3.2	Certificate of Amendment to Articles of Incorporation dated July 7, 2003 (Attached as an exhibit to our Form 10-SB filed with the SEC on December 17, 2007 and incorporated herein by reference).

3.2	Bylaws (Attached as an exhibit to our Form 10-SB filed with the SEC on December 17, 2007 and incorporated herein by reference).

10.1	Convertible Promissory Note issued to Noctua Fund Manager, LLC on April 1, 2010.

14.1	Code of Ethics. (Attached as an exhibit to our Form 10-KSB filed with the SEC on October 14, 2008 and incorporated herein by reference).

31.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302of the Sarbanes-Oxley Act of 2002

32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Signatures

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf on August 11, 2010, by the undersigned, thereunto duly authorized.

VISITRADE, INC.

/s/ Ford F. Sinclair

By: Ford F. Sinclair

Its: Chief Executive Officer and Principal Accounting Officer

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