================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                   FORM 10-QSB

           X      QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
         -----    EXCHANGE ACT OF 1934

                  For Quarterly period Ended: March 31, 2004; or

         -----    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  EXCHANGE ACT OF 1934

                For the transition period _________ to __________

                         Commission File Number: 0-25631


                             -----------------------


                                 ALPHATRADE.COM
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Nevada                                               98-0211652
 ------------------------------                             ------------------
(State or other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

          SUITE 1322 - 1111 WEST GEORGIA ST, VANCOUVER BC V6E 4M3 CANADA
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



                                  (604) 681-7503
                            -------------------------
                           (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 March 31, 2004, was 19,158,365.

         Transitional Small Business Disclosure Format. Yes       No  X
                                                            ---      ---



                                       1
<PAGE>
                              Report on Form 10-QSB
                      For the Quarter Ended March 31, 2004

                                      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)..........7-8
                      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 ............................. 15



Part II. Other Information

         Item 1.      Legal Proceedings ................................... 16

         Item 2.      Changes in Securities ............................... 16

         Item 3.      Defaults Upon Senior Securities ..................... 17

         Item 4.      Submission of Matters to a Vote of Security Holders . 17

         Item 5.      Other Information ................................... 17

         Item 6.      Exhibits and Reports on Form 8-K .................... 17

                      Signatures........................................... 18

















                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying unaudited balance sheets of Alphatrade.com at March 31, 2004
and December 31, 2003, and the related unaudited statements of operations,
stockholders' equity (deficit) and cash flows for the three months ending March
31, 2004 and 2003, have been prepared by our management in conformity with
accounting principles generally accepted in the United States. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the quarter
ended March 31, 2004, are not necessarily indicative of the results that can be
expected for the fiscal year ending December 31, 2004.


















                                 ALPHATRADE.COM

                              FINANCIAL STATEMENTS

                      March 31, 2004 and December 31, 2003




















                                       3
<PAGE>
                                 ALPHATRADE.COM
                                 Balance Sheets

                                     ASSETS
                                     ------

                                                       March 31,   December 31,
                                                         2004          2003
                                                    ------------- -------------
                                                     (Unaudited)
CURRENT ASSETS

   Cash                                             $     20,326  $      6,562
   Accounts receivable - trade, net                        2,955         7,004
   Prepaid expenses                                        7,000         1,000
                                                    ------------  ------------
     Total Current Assets                                 30,281        14,566
                                                    ------------  ------------
FIXED ASSETS, NET                                         25,088        34,360
                                                    ------------  ------------
OTHER ASSETS

   Deposits                                               14,759        16,035
                                                    ------------  ------------
     Total Other Assets                                   14,759        16,035
                                                    ------------  ------------
     TOTAL ASSETS                                   $     70,128  $     64,961
                                                    ============  ============




























   The accompanying notes are an integral part of these financial statements.
                                       4
<PAGE>
                                 ALPHATRADE.COM
                           Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------


                                                      March 31,    December 31,
                                                        2004          2003
                                                    ------------- -------------
                                                     (Unaudited)
CURRENT LIABILITIES

   Accounts payable and accrued expenses            $    207,575  $    156,838
   Related party payables                              1,138,714     1,035,213
   Stock subscription payable                             78,897        40,447
   Deferred revenue                                       88,969        65,882
                                                    ------------  ------------
     Total Current Liabilities                         1,514,155     1,298,380
                                                    ------------  ------------
     Total Liabilities                                 1,514,155     1,298,380
                                                    ------------  ------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Convertible preferred stock: par value
    $0.001 per share; 10,000,000 shares
    authorized, 2,000,000 shares issued
    and outstanding                                        2,000         2,000
   Common stock: $0.001 par value 100,000,000
    shares Authorized:19,158,365 and 18,415,365
    shares issued and outstanding, respectively           19,158        18,415
   Additional paid-in capital                         23,053,446    22,560,348
   Deferred consulting fees                                    -       (27,321)
   Accumulated deficit                               (24,518,631)  (23,786,861)
                                                    ------------  ------------
     Total Stockholders' Equity (Deficit)             (1,444,027)   (1,233,419)
                                                    ------------  ------------
     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                              $     70,128  $     64,961

                                                    ============  ============












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

                                       5
<PAGE>
                                 ALPHATRADE.COM
                            Statements of Operations
                                   (Unaudited)


                                                   For the Three Months Ended
                                                            March 31,
                                                   ---------------------------
                                                        2004          2003
                                                   ------------- -------------
REVENUE

   Subscription revenue                            $    332,711  $    197,921
   Licensing revenue                                     18,000             -
   Other revenue                                          1,525        13,140
                                                   ------------  ------------
     Total Revenue                                      352,236       211,061
                                                   ------------  ------------
COST OF SALES

   Financial content                                    311,039       174,807
                                                   ------------  ------------
Gross Profit                                             41,197        36,254
                                                   ------------  ------------
EXPENSES

   Related party compensation                           120,000     5,640,000
   Professional fees                                    205,562       325,902
   Research and development                              56,637        47,785
   Marketing expense                                    313,635        26,200
   General and administrative expenses                   77,133        80,563
                                                   ------------  ------------
     Total Expenses                                     772,967     6,120,450
                                                   ------------  ------------
LOSS FROM OPERATIONS                                   (731,770)   (6,084,196)
                                                   ------------  ------------
OTHER INCOME (EXPENSES)

   Interest expense                                           -        (4,737)
                                                   ------------  ------------
     Total Other Income  (Expenses)                           -        (4,737)
                                                   ------------  ------------
LOSS BEFORE INCOME TAX                                 (731,770)   (6,088,933)
                                                   ------------  ------------
INCOME TAX EXPENSE                                            -             -
                                                   ------------  ------------
NET LOSS                                           $   (731,770) $ (6,088,933)
                                                   ============  ============
NET LOSS PER SHARE                                 $      (0.04) $      (0.61)
                                                   ============  ============
WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING                             18,891,914     9,962,464
                                                   ============  ============


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

                                       6
<PAGE>
                                 ALPHATRADE.COM
                  Statements of Stockholders' Equity (Deficit)
<TABLE>
<S>                               <C>       <C>     <C>        <C>      <C>           <C>
                                   Preferred Stock     Common Stock      Additional
                                  ----------------- -------------------    Paid-In     Accumulated
                                   Shares   Amount    Shares    Amount     Capital       Deficit
                                  --------- ------- ---------- -------- ------------- -------------
Balance, December 31, 2002        2,000,000 $ 2,000  8,545,297 $  8,545 $ 14,834,992  $(15,472,833)

Common stock issued for
 cash at an average price
 of $0.38 per share                       -       -  2,380,541    2,381      904,994             -

Stock offering costs                      -       -          -        -      (48,525)            -

Common stock issued for
 charitable donations at
 an average price
 of $1.06 per share                       -       -     95,000       95      100,355             -

Common stock issued for
 related party services at an
 average price of $0.88 per share         -       -  6,000,000    6,000    5,274,000             -

Common stock issued for services
 at $0.74 per share                       -       -  1,269,527    1,269      930,811             -

Common stock issued for the
 extinguishments of debt at
 $0.97 per share                          -       -    125,000      125      120,975             -

Fair value of options and warrants
 Granted to unrelated parties             -       -          -        -      411,157             -

Gain on sale of assets to related
 party                                    -       -          -        -       31,589             -

Net loss for the year ended
 December 31, 2003                        -       -          -        -            -    (8,314,028)
                                  --------- ------- ---------- -------- ------------  ------------
Balance, December 31, 2003        2,000,000   2,000 18,415,365   18,415   22,560,348   (23,786,861)
</TABLE>

















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

                                       7
<PAGE>
                                 ALPHATRADE.COM
                  Statements of Stockholders' Equity (Deficit)(Continued)
<TABLE>
<S>                               <C>       <C>     <C>        <C>      <C>           <C>
                                   Preferred Stock     Common Stock      Additional
                                  ----------------- -------------------    Paid-In     Accumulated
                                   Shares   Amount    Shares    Amount     Capital       Deficit
                                  --------- ------- ---------- -------- ------------- -------------
Balance, December 31, 2003        2,000,000   2,000 18,415,365   18,415   22,560,348   (23,786,861)

Common stock issued for services
 at an average price of $0.82
 per share (unaudited)                    -       -    458,000      458      377,583             -

Common stock issued for cash
 at an average price of $0.37
 per share (unaudited)                    -       -    260,000      260       96,740             -

Common stock issued for debt
 at an average price of $1.14
 per share (unaudited)                    -       -     25,000       25       28,475             -

Stock offering costs (unaudited)          -       -          -        -       (9,700)            -

Net loss for the three months
 ended March 31, 2004
 (unaudited)                              -       -          -        -            -      (731,770)
                                  --------- ------- ---------- -------- ------------  ------------
Balance, March 31, 2004
 (unaudited)                      2,000,000 $ 2,000 19,158,365 $ 19,158 $ 23,053,446  $(24,518,631)
                                  ========= ======= ========== ======== ============  ============
</TABLE>



























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

                                       8
<PAGE>
                                 ALPHATRADE.COM
                            Statements of Cash Flows
                                   (Unaudited)
                                                   For the Three Months Ended
                                                            March 31,
                                                   --------------------------
                                                       2004          2003
                                                   ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                                          $ (731,770)   $(6,088,933)
 Adjustments to reconcile net loss to
  net cash used by operating activities:
   Common stock issued for services and
     contributions                                    378,040      1,579,781
   Amortization of services prepaid by
     common stock                                      27,321              -
   Depreciation expense                                 9,273         11,378
 Changes in operating assets and liabilities:
   Decrease in accounts receivable                      4,049          1,176
   (Increase) in prepaid expenses                      (4,724)        (2,327)
   Increase in accounts payable and accrued
    expenses                                           79,237      4,373,166
   Increase in related party payables                 103,501              -
   Increase (decrease) in deferred revenue             23,087           (611)
                                                   ----------    -----------
     Net Cash Used by Operating Activities           (111,986)      (126,370)
                                                   ----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES

 Decrease in related party receivable                       -         (1,855)
                                                   ----------    -----------
     Net Cash Used by Investing Activities                  -         (1,855)
                                                   ----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from subscribed stock                        38,450        175,910
 Stock offering costs paid                             (9,700)             -
 Payment of cash overdraft                                  -           (268)
 Proceeds from notes payable -
    related parties                                         -         27,082
 Payments on notes payable -
    related parties                                         -        (86,000)
 Common stock issued for cash                          97,000              -
                                                   ----------    -----------
     Net Cash Provided by Financing
      Activities                                      125,750        116,724
                                                   ----------    -----------
NET CHANGE IN CASH                                     13,764        (11,501)

CASH AT BEGINNING OF PERIOD                             6,562         30,236
                                                   ----------    -----------

CASH AT END OF PERIOD                              $   20,326    $    18,735
                                                   ==========    ===========

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

                                       9
<PAGE>
                                 ALPHATRADE.COM
                      Statements of Cash Flows (Continued)
                                   (Unaudited)


                                                   For the Three Months Ended
                                                            March 31,
                                                   --------------------------
                                                       2004          2003
                                                   ------------  ------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Interest paid                                   $        -    $         -
   Income taxes paid                               $        -    $         -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

   Common stock issued for services                $  378,040    $ 1,579,781
   Common stock issued for extinguishment of debt  $   28,500    $         -




































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

                                       10
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                      March 31, 2004 and December 31, 2003

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

         The accompanying  unaudited financial  statements have been prepared by
         the Company pursuant to the rules and regulations of the Securities and
         Exchange  Commission.  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 in  accordance  with such rules
         and  regulations.  The information  furnished in the interim  financial
         statements  include  normal  recurring  adjustments  and  reflects  all
         adjustments,  which, in the opinion of management,  are necessary for a
         fair  presentation of such financial  statements.  Although  management
         believes the disclosures and information presented are adequate to make
         the  information  not  misleading,  it is suggested  that these interim
         condensed  financial   statements  be  read  in  conjunction  with  the
         Company's  most recent audited  financial  statements and notes thereto
         included  in its  December  31,  2003  Annual  Report  on Form  10-KSB.
         Operating  results for the three  months  ended March 31, 20043 are not
         necessarily indicative of the results that may be expected for the year
         ending December 31, 2004.

NOTE 2 - GOING CONCERN

         The  Company's  financial  statements  are  prepared  using  accounting
         principles   generally   accepted  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 had limited revenues,  has generated significant losses
         from operations and has a deficit in its working capital.

         In order to continue as a going concern, and achieve a profitable level
         of operations,  the Company will need,  among other things,  additional
         capital resources. Management's plans include concentrating its efforts
         on building their subscriber base, licensing the Company's  technology,
         raising  additional  capital  through the sale of common  stock  and/or
         through loans from shareholders.  The Company recently licensed some of
         its applications to a company in the investment community to augment or
         enhance their current  service.  A  co-marketing  agreement was entered
         into for this  purpose  (see Note 3). The Company  expects that it will
         need $250,000 to 500,000 to cover its negative cash flow however,  that
         figure would be  substantially  reduced  once  revenue  starts from the
         agreement in Note 3.  Management has to date,  delivered on many of its
         plans and anticipates that the shortfall will be addressed;  however no
         assurances can be given that the plans will be successful.

         The ability of the Company to continue as a going  concern is dependent
         upon its ability to  successfully  accomplish the plan described in the
         preceding  paragraph and eventually 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.


                                       11
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                      March 31, 2004 and December 31, 2003

NOTE 3 - SIGNIFICANT EVENTS

         During the quarter  ended March 31, 2004,  the Company  issued  458,000
         shares of common  stock  valued at an average  price of $0.82 per share
         for services.


         During the quarter  ended March 31, 2004,  the Company  issued  260,000
         shares of common  stock  valued at an average  price of $0.37 per share
         for cash.

         During the quarter  ended March 31,  2004,  the Company  issued  25,000
         shares  of  common   stock  at  an  average  of  $0.94  per  share  for
         extinguishment of debt.

         All issuances of common stock for services and debt extinguishment were
         valued  at the  closing  price  of the  common  stock  on the  dates of
         authorization.

NOTE 4 - RELATED PARTY TRANSACTIONS

         The Company receives advances from several related parties on a regular
         basis and the  Company  often  accrues  officer  salaries.  During  the
         quarter  ended  March  31,  2004,  $120,000  was  accrued  and $559 was
         advanced from shareholders.

NOTE 5 - OPTIONS AND WARRANTS

         Under FASB Statement 123, the Company  estimates the fair value of each
         stock award at the grant date by using the Black-Scholes option pricing
         model with the following weighted average  assumptions used for grants,
         respectively;  dividend  yield of zero percent for all years;  expected
         volatility of 151.20% and 0.00%;  risk-free interest rates of 2.14, and
         2.77  percent and  expected  lives of 5.0 and 0.0, for the three months
         ended March 31, 2004 and 2003, respectively.

         Had  compensation  cost for the  Company's  stock  options  granted  to
         directors and  employees  been based on the fair value as determined by
         the  Black-Scholes  option  pricing  model at the grant  date under the
         accounting  provisions of SFAS No. 123, the Company would have recorded
         an additional expense of $1,645,000 and $-0- for the three months ended
         March  31,  2004  and  2003,   respectively.   Also  under  these  same
         provisions,  the  Company's net loss would have been changed by the pro
         forma amounts indicated below:

                                               For the Three Months Ended
                                                       March 31,
                                       ---------------------------------------
                                               2004                 2003
                                       ------------------  -------------------
              Net loss:
                As reported            $        (731,770)  $      (6,088,933)
                Pro forma              $      (2,376,621)  $      (6,088,933)

                                       12
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                      March 31, 2004 and December 31, 2003

NOTE 5 - OPTIONS AND WARRANTS (Continued)

                                                       March 31,
                                        ---------------------------------------
                                                2004                 2003
                                        ------------------  -------------------
              Basic loss per share:
              As reported               $            (0.04) $           (0.61)
              Pro forma                 $            (0.13) $           (0.61)

A summary of the status of the Company's stock options  and warrants as of March
31, 2004 and changes during the three months  ended March 31, 2004 is  presented
below:

                                                     Weighted   Weighted
                                         Options     Average    Average
                                           and       Exercise  Grant Date
                                        Warrants      Price    Fair Value
                                       ----------  ----------  ----------
       Outstanding, December 31, 2003  18,745,315  $     0.53  $     0.71
          Granted                          30,000        0.94        0.94
          Expired/Canceled                      -        0.00        0.00
          Exercised                        30,000        0.94        0.94
                                       ----------  ----------  ----------
       Outstanding, March 31, 2004     18,745,315  $     0.53  $     0.71
                                       ==========  ==========  ==========
       Exercisable, March 31, 2004     16,365,315  $     0.58  $     0.72
                                       ==========  ==========  ==========


NOTE 6 - SUBSEQUENT EVENTS

         On April 5, 2004,  the Company issued 55,000 shares of common stock for
         services valued at $0.43 per share.


         On April 12, 2004, the Company issued 15,000 shares of common stock for
         services valued at $0.40 per share.

         On April 12, 2004,  the Company  issued  250,000 shares of common stock
         for cash at $0.20 per share.













                                       13
<PAGE>
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-QSB.

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.

During the three months ended March 31, 2004, revenue significantly increased
over the same period of 2003. Revenue for 2004 was $352,236, which is a 67%
increase over fiscal 2003 sales of $211,061. The increase in revenue is directly
attributable to increased exposure created from our marketing efforts. In 2004,
we received $18,000 from the licensing agreement with SEGOES Securities Ltd. and
$1,500 from advertising. In 2003, we received $13,140 in development fees for

creating a new product that we subsequently licensed.

We believe that the more our company aligns itself with established companies
such as Sungard, Corp., Bollinger Capital Management and SEGOES Securities Ltd.,
the faster our business will grow.


Our cost of sales is comprised of the aggregated cost for the financial content
provided via the E-Gate service to our subscribers. Many of these costs are
fixed monthly fees and some fees are based on a per user cost base. For the
first quarter of 2003 our cost of sales was 88% of subscription revenues
compared to 93% in 2004.

We incurred a net loss of $731,770 for the three months ended March 31, 2004
compared to $6,088,933 for the three months ended March 31, 2003. This is a
decrease of $5,357,163. Included in the loss for 2003 was $5,640,000 as the
accrued value of options and bonuses to officers and directors for their
services. For the fiscal year 2004, the officers and directors forgave their
right to any options and bonuses. This resulted in a decrease in related party
compensation expense of $5,520,000 for 2004. Our professional fees also
decreased by $120,340 from 2003 to 2004 as a result of a reduction in the number
of shares issued to consultants. We increased our marketing expense to $313,635
in 2004 from $26,200 in 2003, which has generated increased revenues. $186,000
of this increase was in the form of non-cash compensation. Based on our success
with our marketing efforts, we have budgeted shares and funds for continuing our
marketing efforts.

                                       14
<PAGE>
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 non-cash expenses the
losses for 2004 and 2003 would have been $317,136 and $4,497,774, respectively.

Interest expense was $4,737 for the three months ended March 31, 2003 compared
to $-0- for the same period of 2004. The decrease was a result of eliminating
our past due debt in 2003.

Liquidity and Capital Resources.

We have consistently been financed through loans from related parties and from
raising capital through private equity offerings. We used $111,986 in 2004 and
$126,370 in 2003 of cash to fund our operating activities in the first three
months, respectively. The decrease of 11% was primarily due to related party
payables increasing. For the three months ended March 31, 2004 we received cash
totaling $135,450 from the issuance and subscription of our common stock
pursuant to Rule 144. We expect that in the next twelve months we will need
between $250,000 and $500,000 to meet our needs until operating revenues are
adequate to cover cash flow. Management will continue to license our technology
to companies in the investment community for cash and will accept loans from
shareholders in order to meet these financial needs.

Given the right circumstances, we would entertain a secondary financing and use
the proceeds to expand our market penetration and bring extra revenue to us. We
are actively seeking acquisition targets and may decide to use our stock as the
compensation for any acquisition. Currently, we do not have any definitive plans
for a secondary financing nor have we identified a specific acquisition target.

We currently have no material commitments for capital requirements. At the
present time we have no need to purchase new equipment or replace the equipment
we are currently using. We believe that our capital infrastructure is adequate
to handle the expected growth in 2004.

We are not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity. In the event a material trend develops,
we believe we will have sufficient funds available to satisfy working capital
needs through debt or from funds received from equity sales.


Dependence on Key Personnel

We are dependent on the services of certain key people, such as the President
and the Chief Executive Officer. The loss of these persons or other key
executives or 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 future operations. We do not have
"Key-man" life insurance on any executive officers or other personnel at this
time.


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


                                       15
<PAGE>
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and principal financial officer concluded that our disclosure controls and
procedures are effective to cause the material information required to be
disclosed by us in the reports that we file or submit under the Exchange Act to
be recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation.


PART II - OTHER INFORMATION.

Item 1. Legal Proceedings.

AlphaTrade.com is the Defendant in litigation pending in the Supreme Court of
British Columbia, Canada. This action was filed on December 23, 2003 and is
between Zacks Investment Services, Inc. as Plaintiff and AlphaTrade.com as
Defendant. The case number is 5036907.

The Plaintiff alleges that it is owed the sum of $279,664 pursuant to a
licensing Agreement executed by the Plaintiff and the Defendant in 1999.
Alphatrade is agressively defending itself against this claim.

During the year ending December 31, 2002, a company filed an action against
AlphaTrade in the Supreme Court of British Columbia, Canada claiming unspecified
damages. AlphaTrade filed a Statement of Defence in August, 2002. There has been
no further developments in this action. AlphaTrade plans to vigorously defend
itself.

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, 2004:

                                                 Valued
Date             No. of Shares      Title          At          Reason

Jan. 7/04             100,000      Common         $0.35      Private Placement
Jan. 7/04              60,000      Common         $0.35      Private Placement
Jan. 7/04              25,000      Common         $1.14      Services
Jan.  20/04            50,000      Common         $0.84      Services
Feb. 4/04             200,000      Common         $0.93      Services
Feb. 18/04            103,000      Common         $0.68      Services
Feb. 18/04             35,000      Common         $0.68      Services
Feb. 25/04             40,000      Common         $0.70      Services
Feb. 25/04            100,000      Common         $0.35      Private Placement



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<PAGE>
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.

         On January 30, 2004, Gordon J. Muir was appointed as Chief Technology
Officer and resigned as the Chief Executive Officer of AlphaTrade.  Penny
Perfect was appointed as the Chief Executive Officer.  Mr. Muir continues to be
the Chairman of AlphaTrade.

Item 6. Exhibits and Reports on Form 8-K.

        (a) Exhibits

         Exhibit        31.1 Certification of C.E.O. Pursuant to Section 302 of
                        the Sarbanses-Oxley Act of 2002.

         Exhibit        31.2 Certification of Principal Accounting Officer
                        Pursuant to Section 302 of the Sarbanses-Oxley Act of
                        2002.

         Exhibit 32.1   Certification of C.E.O. Pursuant to 18 U.S.C. Section
                        1350,  as  Adopted  Pursuant  to  Section  906 of the
                        Sarbanes-Oxley Act of 2002

         Exhibit 32.2   Certification   of   Principal   Accounting   Officer
                        Pursuant to 18 U.S.C.  Section 1350, as Adopted
                        Pursuant to Section 906 of the  Sarbanes-Oxley Act of
                        2002



        (b) Report on Form 8-K

              None









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                                   SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.




                                                   ALPHATRADE.COM


Date:    May 11, 2004                              / s / Penny Perfect
                                                   ----------------------------
                                                   President / Director



Date:    May 11, 2004                              / s / Brooke Styba
                                                   ----------------------------
                                                   Principal Accounting Officer




































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