##### Table of Contents

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
  [×]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended  March 31, 2008   or[   ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from  to Commission File Number: 000-25631
  AlphaTrade.com
 (Exact name of registrant as specified in its charter)
  NV
    
    98-0211652(State or other jurisdiction
    
    (IRS Employerof incorporation)
    
    Identification Number)
 930 West First Street, Ste 116, North Vancouver, BC
    
    V7P 3N4(Address of principal executive offices)
    
    (Zip Code)
 (604) 986-9866  Registrants telephone number, including area code
 (Former Name or Former Address, if Changed Since Last Report)
 ×
  [  ]
    
    Large accelerated filer
	
	[  ]
    
    Accelerated filer[  ]
    
    Non-accelerated filer
	
	[×]
    
    Smaller reporting company
 ×


TABLE OF CONTENTS


|                                                                            
|----------------------------------------------------------------------------
|Signatures                                                                  
|EXHIBIT INDEX                                                               
|EX-31.1  Certifications required under Section 302 of the Sarbanes-Oxley Act
|EX-31.2  Certifications required under Section 302 of the Sarbanes-Oxley Act
|EX-32.1  Certifications required under Section 906 of the Sarbanes-Oxley Act
|EX-32.2  Certifications required under Section 906 of the Sarbanes-Oxley Act

---

##### Table of Contents




Report on Form 10-Q For the Quarter Ended March 31, 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)........... 7 Statements of Cash Flows.............................8-9 Notes to the Financial Statements .................10-12   Item 2.      Management's Discussion and Analysis or Plan of Operation .............................. 13  Item 3.      Controls and Procedures ............................. 14    Part II. Other Information  Item 1.      Legal Proceedings ................................... 15  Item 2.      Changes in Securities ............................... 15  Item 3.      Defaults Upon Senior Securities ..................... 16  Item 4.      Submission of Matters to a Vote of Security Holders . 16  Item 5.      Other Information ................................... 16  Item 6.      Exhibits and Reports on Form 8-K .................... 16  Signatures........................................... 17  Certifications.....................................18-23                      PART I - FINANCIAL INFORMATION   ALPHATRADE.COMBalance Sheets  ASSETS   March 31,

December 31,2008

2007(unaudited)CURRENT ASSETS



(restated)Cash



$
35,281

$
153,760Accounts receivable


930


28,047Marketable securities-avaliable for sale

482,713


658,858Marketable securities-avaliable for sale related party

7,324


5,232Prepaid expenses


14,900


750Total Current Assets


541,148


846,647PROPERTY AND EQUIPMENT, net

40,334


45,633OTHER ASSETSInvestments, at cost


300,000


300,000TOTAL ASSETS

$
881,482

$
1,192,280         The accompanying notes are an integral part of these financial statements.  4    ALPHATARADE.COMBalance Sheets(restated)LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  March 31,

December 31,2008

2007(unaudited)CURRENT LIABILITIESAccounts payable and accrued expenses
$
2,159,821

$
2,404,822Bank overdraft



65,918


-Related party payables


2,435,650


2,190,414Deferred revenues


749,137


1,130,178Total Current Liabilities

5,410,526


5,725,414TOTAL LIABILITIES



5,410,526


5,725,414STOCKHOLDERS' EQUITY (DEFICIT)Preferred shares: $0.001 par value,10,000,000 shares authorized: 2,000,000 Class A and2,000,000 Class B shares issues and outstanding

4,000


4,000Common shares: $0.001 par value,100,000,000 shares authorized: 50,280,523 and 48,589,773shares issues and outstanding,respectively

50,281


48,590Stock subscription payable


45,080


28,500Additional paid-in capital


33,312,117


32,959,057Accumulated other comprehensive income

(966,756)


(738,404)Accumulated deficit


(36,973,766)


(36,834,877)Total Stockholders' Equity (Deficit)

(4,529,044)


(4,533,134)TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)

$
881,482

$
1,192,280  The accompanying notes are an integral part of these financial statements.  5   ALPHATRADE.COMStatements of Operations(unaudited)(restated)  For the Three Months EndedMarch 31,2008

2007REVENUESSubscription revenue
$
771,928

$
772,661Advertising revenue

808,055


398,367Other revenue

37,401


20,179Total Revenues

1,617,384


1,191,207COST OF SALESFinancial content

483,403


452,294Other cost of sales

1,100


1,486Total Cost of Sales

484,503


453,780GROSS PROFIT

1,132,881


737,427OPERATING EXPENSESManagement expense

120,000


120,000Professional fees

438,492


457,825Research and development

147,478


87,751Marketing expense

134,697


891,497General and administrative

256,885


180,797Total Operating Expenses

1,097,552


1,737,870INCOME (LOSS) FROM OPERATIONS

35,329


(1,000,443)OTHER INCOME (EXPENSE)Gain (Loss) on sale of assets

(85,738)


-Interest expense

(88,480)


-Total Other Income (Expense)

(174,218)


-NET LOSS BEFORE INCOME TAXES

(138,889)


(1,000,443)INCOME TAX EXPENSE

-


-NET LOSS
$
(138,889)

$
(1,000,443)OTHER COMPREHENSIVE INCOME (LOSS)
$
(228,352)

$
(9,482)TOTAL COMPREHENSIVE INCOME (LOSS)
$
(367,241)

$
(1,009,925)BASIC EARNINGS (LOSS) PER SHARE
$
(0.00)

$
(0.03)COMPREHENSIVE BASIC EARNINGS (LOSS) PER SHARE
$
(0.01)

$
(0.03)BASIC WEIGHTED AVERAGE NUMBEROF SHARES OUTSTANDING

49,601,306


37,502,527FULLY DILUTED WEIGHTED AVERAGENUMBER OF SHARES OUTSTANDING

49,601,306


37,502,527                  The accompanying notes are an integral part of these financial statements.  7   ALPHATRADE.COMStatements of Stockholders' Equity(restated)  Additional

Stock

Other



TotalPreferred Stock

Common Stock

Paid-In

Subscription

Comprehensive

Accumulated

Stockholders'Shares

Amount

Shares

Amount

Capital

Payable

Income

Deficit

EquityBalance, 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 cashat $0.18 per share
-


-

2,287,500


2,288


454,212


28,500


-


-


485,000Common stock issued for servicesat $0.20 per share
-


-

5,877,246


5,877


1,052,066


-


-


-


1,057,943Value of stock purchasewarrants granted
-


-

-


-


207,728


-


-


-


207,728Value of stock options issuedunder the 2007 stock option plan
-


-

-


-


131,540


-


-


-


131,540Contributed capital
-


-

-


-


19,850


-


-


-


19,850Executive compensationcontributed by related party
-


-

-


-


240,000


-


-


-


240,000Amortization of prepaid expense
-


-

-


-


-


30,000


-


-


30,000Net income for the yearended December 31, 2007
-


-

-


-


-


-


(20,544)


(5,723,130)


(5,743,674)Balance, December 31, 2007
4,000,000


4,000

48,589,773


48,590


32,959,057


28,500


(738,404)


(36,834,877)


(4,533,134)Common stock issued for cashat $0.20 per share
-


-

725,000


725


144,275


16,580


-


-


161,580Common stock issued for servicesat $0.20 per share
-


-

965,750


966


194,552


-


-


-


195,518Value of stock purchasewarrants granted
-


-

-


-


14,233


-


-


-


14,233Net loss for the three monthsended March 31, 2008
-


-

-


-


-


-


(228,352)


(138,889)


(367,241)Balance, March 31, 2008 (unaudited)
4,000,000

$
4,000

50,280,523

$
50,281

$
33,312,117

$
45,080

$
(966,756)

$
(36,973,766)

$
(4,529,044)     The accompanying notes are an integral part of these financial statements.  8    ALPHATRADE.COMStatements of Cash Flows(unaudited)(restated)  For the Three Months EndedMarch 31,2008

2007CASH FLOWS FROMOPERATING ACTIVITIESNet loss


$
(138,889)

$
(1,000,443)Adjustments to reconcile net loss tonet cash used by operating activities:Depreciation expense

#
5,299

#
3,336Value of options granted

14,233


10,128Loss on sale of assets

85,738


-Amortization of services prepaid by common stock

-


13,125Investments received as payment for accounts receivable

(232,697)


(146,250)Common stock issued for services

195,518


232,365Changes in operating assets and liabilities:Proceeds from bank overdraft

65,918


-Changes in accounts receivable
#
46,165

#
56,510Changes in prepaid expenses

(14,150)


(10,241)Changes in deferred revenues

(381,041)


83,740Changes in related party payables

245,236


422,494Changes in accounts payable and accrued expenses

(245,001)


209,182Net Cash Provided by Operating Activities

(353,671)


(126,054)CASH FLOWS FROMINVESTING ACTIVITIESSaleof securities


73,612


-Purchase of fixed assets


-


(1,023)Net Cash Used by Investing Activities

73,612


(1,023)CASH FLOWS FROMFINANCING ACTIVITIESStock subscriptions payable

16,580


-Common stock issued for cash

145,000


-Contributed capital


-


19,850Net Cash Provided by Financing Activities

161,580


19,850NET DECREASE IN CASH

(118,479)


(107,227)CASH AT BEGINNING OF PERIOD

153,760


147,323CASH AT END OF PERIOD
$
35,281

$
40,096SUPPLEMENTAL DISCLOSURES OFCASH FLOW INFORMATIONCASH PAID FOR:Interest

$
24,286

$
-Income Taxes

$
-

$
-NON CASH FINANCING ACTIVITIES:Common stock issued for services and contributions
$
195,518

$
232,365Value of stock options granted
$
14,233

$
10,128   The accompanying notes are an integral part of these financial statements.  9  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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 ----------------------------------    11  ALPHATRADE.COM Notes to the Financial Statements   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                          (200,000)     0.15          0.15 Exercised                        (298,650)     0.25          0.25  Outstanding, March 31, 2008     53,231,697  $   0.36     $    0.40  Exercisable, March 31, 2008     37,885,350  $   0.40     $    0.40  NOTE 3 - RESTATED FINANCIAL STATEMENTS  The Company has restated its financial statements as of and for the period  ended March 31, 2008 to reflect the reversal of $2,240,421 of advertising    revenues because management concluded that the collectability of the subject fees was not reasonably assured, and to record an other-than-temporary impairment of available-for-sale equity securities in the amount of $909,127.  The following summarized financial statements compare the financial statements before and after the restatement.  BALANCE SHEET  CURRENT ASSETS                                 (original)       (restated) Cash                                    $     35,281     $     35,281 Accounts receivable                        2,241,351              930 Marketable securities-available for sale                                    482,713          482,713 Marketable securities-available for sale related party                        7,324            7,324 Prepaid expenses                              14,900           14,900 ------------    ------------- Total Current Assets                             2,781,569          541,148 ------------    ------------- PROPERTY AND EQUIPMENT, net                         40,334           40,334 ------------    ------------- OTHER ASSETS Investments, at cost                         300,000          300,000 ------------    ------------- TOTAL ASSETS                                  $  3,121,903    $     881,482 ============    ============= CURRENT LIABILITIES Accounts payable and accrued expenses   $  2,159,821    $   2,159,821 Bank overdraft                                65,918           65,918 Related party payables                     2,435,650        2,435,650 Deferred revenues                            251,696          749,137 ------------    ------------- Total Current Liabilities                4,913,085        5,410,526 ------------    ------------- TOTAL LIABILITIES                                4,913,085        5,410,526 ------------    -------------   12  ALPHATRADE.COM Notes to the Financial Statements  NOTE 3 - RESTATED FINANCIAL STATEMENTS (Continued)  Original Restated 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: 50,280,523 shares issues and outstanding                                  50,281           50,281 Stock subscription payable                    45,080           45,080 Additional paid-in capital                33,072,117       33,312,117 Accumulated other comprehensive income    (1,875,883)        (966,756) Accumulated deficit                      (33,086,777)     (36,973,766) ------------    ------------- Total Stockholders' Equity              (1,791,182)      (4,529,044) ------------    ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $  3,121,903    $     881,482 ============    =============  STATEMENT OF OPERATIONS  REVENUES Subscription revenue                    $    771,928    $     771,928 Advertising revenue                        2,660,317          808,055 Other revenue                                 37,401           37,401 ------------    ------------- Total Revenues 3,469,646        1,617,384 ------------    ------------- COST OF SALES Financial content                            483,403          483,403 Other cost of sales                            1,100            1,100 ------------    ------------- Total Cost of Sales                        484,503          484,503 ------------    ------------- GROSS PROFIT                                     2,985,143        1,132,881 ------------    ------------- OPERATING EXPENSES Management expense                           120,000          120,000 Professional fees                            438,492          438,492 Research and development                     147,478          147,478 Marketing expense                            134,697          134,697 General and administrative                   256,885          256,885 ------------    ------------- Total Operating Expenses                 1,097,552        1,097,552 ------------    ------------- INCOME (LOSS) FROM OPERATIONS                    1,887,591           35,329 ------------    ------------- OTHER INCOME (EXPENSE) Gain (Loss) on sale of assets                (85,738)         (85,738) Interest expense                             (88,480)         (88,480) ------------    ------------- Total Other Income (Expense)              (174,218)        (174,218) ------------    ------------- NET INCOME (LOSS) BEFORE INCOME TAXES            1,713,373         (138,889)  13   ALPHATRADE.COM Notes to the Financial Statements  NOTE 3 - RESTATED FINANCIAL STATEMENTS (Continued)  INCOME TAX EXPENSE                                       -                - ------------    ------------- NET INCOME (LOSS)                             $  1,713,373    $    (138,889) ============    ============= OTHER COMPREHENSIVE INCOME (LOSS)             $   (228,352)   $    (228,352) ------------    ------------- TOTAL COMPREHENSIVE INCOME (LOSS)             $  1,485,021    $    (367,241) ============    ============= BASIC EARNINGS (LOSS) PER SHARE               $       0.03    $       (0.00) ============    ============= COMPREHENSIVE BASIC EARNINGS (LOSS) PER SHARE $       0.03    $       (0.01) ============    ============= BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                         49,601,306       49,601,306 =============    ============= FULLY DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                         49,601,306       49,601,306 =============    =============    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.  Restated Financial Statements  The Company has restated its financial statements as of and for the period ended March 31, 2008 to reflect the reversal of $1,852,262 of advertising revenues not properly recognized in accordance with the Companys revenue recognition policy, and to record an other-than-temporary impairment of available-for-sale equity securities in the amount of $909,127. The following summarized financial statements compare the financial statements before and after the restatement.  Restated Results of Operations.  During the three months ended March 31, 2008, revenue increased significantly over the same period of 2007. Revenue for the first quarter in 2008 was $1,617,384, which is a 36% increase over first quarter 2007 revenue of $1,191,207. The largest increase in revenue is advertising.This statement should be removed altogether. Advertising revenues in the first quarter grew from $398,367 in 2007 to $808,055in 2008. Our advertising model is unique in the industry because we have a high traffic website and our audience is comprised of a specific demographic. We are building a client base of companies that are seeking brand awareness in combination with building their shareholder base. Our advertising client base is increasing because we have created relationships with investor and public relations firms who refer us new business.  We are focused on building alliances with other financial websites and non-competing businesses to drive more traffic to our website which in turn creates greater exposure for our advertising clients.  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 ability to charge more for our advertising products increases.  For the first quarter of 2008 our cost of sales was 30% of revenues compared to 38% in 2007. As our advertising revenues increase, this percentage may become more and more favorable in terms of profitable operations.  We incurred a net loss of $138,889for the three months ended March 31, 2008 compared to a loss of $1,000,443 for the three months ended March 31, 2007. This is a decrease of $861,554. and directly related to our established relationships with the marketing and public relations firms.This statement should be removed it makes no sense  how does our relationships reduce our expenses by almost half?  During 2008 we terminated most of our sports partnerships because the cost was excessive for the results we achieved from a financial perspective; however, a few of the  partnerships did drive more traffic to our website. In 2008 we paid $891,497 to a couple of major league baseball teams, automobile racing teams, and the PBR, and other marketing  consultants. In combination with the amount we spent in 2007 and to date this year, these expenses have translated into a substantial increase in Alphatrades brand awareness which enabled us to capitalize on that awareness to build our advertising growth.  During 2008 we paid only $134,697 in marketing fees.  Included in professional fees for 2008 are shares of common stock to investor relations consultants valued at $195,518 compared to $232,365 in 2007 and stock options to our employees valued at $14,233 compared to $10,128 in 2007. For the most part, the investor relations consultants were instrumental in bringing new advertising business to the company. We realized related party compensation expense of $120,000 for both 2008 and 2007. Our operating expenses decreased from $1,737,870 in 2007 to $1,097,552 for 2008 because we did not renew our sports partnerships.  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, 2008 and 2007 would have been $70,862and ($757,959), respectively. The loss in 2007 is almost entirely due to the payments to our sports partnerships which are providing some residual benefits from the greater exposure we received and from the contacts we made with these associations.  Liquidity and Capital Resources.  We have consistently been financed through loans from related parties and from raising capital through private equity offerings. We used $353,671 and $126,054 of cash in our operating activities in the first three months of 2008 and 2007, respectively. For the three months ended March 31, 2008 and 2007 we received cash totaling $161,580 and $19,850 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.   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 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 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 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)  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 is required to answer or move with respect to the Complaint on or before May 22, 2008.  The Company denies the material 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   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


---

##### Table of Contents




SIGNATURES




|                     |     |                    |  | 
|-------------------- | --- | ------------------ |  | 
|                     |     | AlphaTrade.com     | 
|Date: April 21, 2010 | By: | /s/ Gordon J. Muir | 
|                     |     | Gordon J. Muir     | 
|                     |     | CEO/Director       | 
|                    

|                     |     |                              |  | 
|-------------------- | --- | ---------------------------- |  | 
|                     |     | AlphaTrade.com               | 
|Date: April 21, 2010 | By: | /s/ Katharine Johnston       | 
|                     |     | Katharine Johnston           | 
|                     |     | Principal Accounting Officer | 
|                    

---

##### Table of Contents




Exhibit Number
    
    Description of ExhibitEX-31.1
    
    Certifications required under Section 302 of the Sarbanes-Oxley ActEX-31.2
    
    Certifications required under Section 302 of the Sarbanes-Oxley ActEX-32.1
    
    Certifications required under Section 906 of the Sarbanes-Oxley ActEX-32.2
    
    Certifications required under Section 906 of the Sarbanes-Oxley Act