SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------
                                   FORM 10-Q/A
                                 Amendment No. 2

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

                  For Quarterly period Ended: June 30, 2009; or

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

This  Amendment No. 2 on Form 10-Q/A hereby  amends the  registrant's  quarterly
report on Form 10-Q, which the registrant filed with the Securities and Exchange
Commission  initially  on August 19, 2009 with  Amendment  No. 1 filed April 22,
2010.

                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 116 - 930 West 1st Street, North Vancouver, B.C. V7P3N4 Canada
      --------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  (604)986-9866
                            -------------------------
                           (Issuer's telephone number)


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

        State the number of shares outstanding of the issuer's common equity:
$0.001 par value, as of August 13, 2009, was 54,476,023.

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

                                        1
<PAGE>
                               Report on Form 10-Q/A
                       For the Quarter Ended June 30, 2009

Explanatory Note:

This  Amendment No. 2 on Form 10-Q/A hereby  amends the  registrant's  quarterly
report on Form 10-Q, which the registrant filed with the Securities and Exchange
Commission  initially  on August 19, 2009 with  Amendment  No. 1 filed April 22,
2010. This amendment is being filed in order to clarify the fair market value of
shares assigned to a third party.


                                      INDEX

                                                                            Page
                                                                          ----
Part I.  Financial Information

         Item 1.      Financial Statements.................................. 3
                      Balance Sheets.......................................3-4
                      Statements of Operations.............................5-6
                      Statement of Stockholders' Equity (Deficit)............7
                      Statements of Cash Flows...............................8
                      Notes to the Financial Statements ..................9-12


         Item 2.      Management's Discussion and Analysis
                        or Plan of Operation .............................. 13

         Item 3.      Controls and Procedures.............................. 15



Part II. Other Information

         Item 1.      Legal Proceedings.................................... 15

         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

                      Certifications.....................................19-24







                                        2
<PAGE>
PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements
                                 ALPHATRADE.COM
                                 Balance Sheets

                                     ASSETS
                                     ------
                                                       June 30,    December 31,
                                                         2009          2008
                                                    ------------- -------------
                                                     (Unaudited)    (Audited)
CURRENT ASSETS

 Cash                                               $     94,097  $     55,650
 Accounts receivable, net                                 19,607     1,172,064
 Marketable securities-available for sale                187,661     1,558,876
 Marketable securities-available for sale
  related party                                                -         2,093
 Prepaid expenses                                              -         1,000
                                                    ------------  ------------
    Total Current Assets                                 301,365     2,789,683
                                                    ------------  ------------
PROPERTY AND EQUIPMENT, net                               36,191        45,776
                                                    ------------  ------------
    TOTAL ASSETS                                    $    337,556  $  2,835,459
                                                    ============  ============




























   The accompanying notes are an integral part of these financial statements.
                                        3
<PAGE>
                                 ALPHATARADE.COM
                                 Balance Sheets

                 LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
                 ----------------------------------------------
                                                       June 30,    December 31,
                                                         2009          2008
                                                    ------------- -------------
                                                     (Unaudited)    (Audited)
CURRENT LIABILITIES

 Accounts payable and accrued expenses              $  1,245,327  $  2,161,854
 Related party payables                                3,172,764     2,746,262
 Deferred revenues                                       731,732       737,010
                                                    ------------  ------------
   Total Current Liabilities                           5,149,823     5,645,126
                                                    ------------  ------------
TOTAL LIABILITIES                                      5,149,823     5,645,126
                                                    ------------  ------------
COMMITMENTS AND CONTINGENCIES                                  -             -

STOCKHOLDERS' (DEFICIT)

 Preferred shares: $0.001 par value, 10,000,000
   shares authorized: 2,000,000 Class A and
   2,000,000 Class B shares issued and
   outstanding                                             4,000         4,000
 Common shares: $0.001 par value, 100,000,000
   shares authorized: 54,476,023 and 54,076,023
   shares issued and outstanding, respectively            54,476        54,076
 Stock subscription payable                               45,080        45,080
 Additional paid-in capital                           33,928,784    33,921,184
 Accumulated other comprehensive income               (1,305,294)      (40,453)
 Accumulated deficit                                 (37,539,313)  (36,793,464)
                                                    ------------  ------------
   Total Stockholders' (Deficit)                      (4,812,267)   (2,809,667)
                                                    ------------  ------------
   TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                                 $    337,556  $  2,835,459
                                                    ============  ============
















   The accompanying notes are an integral part of these financial statements.
                                        4
<PAGE>
                                 ALPHATRADE.COM
         Statements of Operations and Other Comprehensive Income (Loss)
                                   (Unaudited)


                            For the Three Months Ended For the Six Months Ended
                                      June 30,                  June 30,
                             ------------------------- -------------------------
                                 2009          2008         2009        2008
                             ------------ ------------ ------------ ------------
REVENUES
 Subscription revenue        $   609,328  $   787,835  $ 1,262,186  $ 1,559,763
 Advertising revenue             473,453    1,660,240    1,519,299    2,468,295
 Other revenue                    67,151       57,743      119,593       95,144
                             -----------  -----------  -----------  -----------
   Total Revenues              1,149,932    2,505,818    2,901,078    4,123,202
                             -----------  -----------  -----------  -----------
COST OF SALES
 Financial content               397,070      457,094      798,933      940,497
 Other cost of sales                 906        1,042        1,108        2,142
                             -----------  -----------  -----------  -----------
   Total Cost of Sales           397,976      458,136      800,041      942,639
                             -----------  -----------  -----------  -----------
GROSS PROFIT                     751,956    2,047,682    2,101,037    3,180,563
                             -----------  -----------  -----------  -----------
OPERATING EXPENSES
 Management expense              120,000      120,000      240,000      240,000
 Bad debt expense                  1,000            -    1,031,477            -
 Professional fees                85,541      229,496      175,880      667,988
 Research and development         68,795      124,225      133,844      271,703
 Marketing expense               113,251      258,226      164,209      492,923
 General and administrative      203,822       97,540      331,759      254,425
                             -----------  -----------  -----------  -----------
   Total Operating Expenses      592,409      829,487    2,077,169    1,927,039
                             -----------  -----------  -----------  -----------
INCOME (LOSS) FROM OPERATIONS    159,547    1,218,195       23,868    1,253,524
                             -----------  -----------  -----------  -----------
OTHER INCOME (EXPENSE)
 Realized gains (losses) on
   sale of marketable
   securities                   (249,305)     (12,194)    (319,830)     (97,932)
 Gain/(loss) on forgiveness
 of debt                        (240,000)     307,972     (240,000)     307,972
 Interest expense               (105,912)     (91,691)    (209,887)    (180,171)
                             -----------  -----------  -----------  -----------
    Total Other Income
    (Expense)                   (595,217)     204,087     (769,717)      29,869
                             -----------  -----------  -----------  -----------
NET INCOME (LOSS) BEFORE
INCOME TAXES                    (435,670)   1,422,282     (745,849)   1,283,393

INCOME TAX EXPENSE                     -            -            -            -
                             -----------  -----------  -----------  -----------
NET INCOME (LOSS)            $  (435,670) $ 1,422,282  $  (745,849) $ 1,283,393
                             ===========  ===========  ===========  ===========

   The accompanying notes are a integral part of these financials statements.
                                        5
<PAGE>
                                 ALPHATRADE.COM
         Statements of Operations and Other Comprehensive Income (Loss)
                                   (Unaudited)


                            For the Three Months Ended For the Six Months Ended
                                      June 30,                  June 30,
                             ------------------------- -------------------------
                                 2009          2008         2009        2008
                             ------------ ------------ ------------ ------------
NET INCOME (LOSS)            $  (435,670) $ 1,422,282  $  (745,849) $ 1,283,393
                             ===========  ===========  ===========  ===========
OTHER COMPREHENSIVE LOSS     $   (66,779) $   346,331  $(1,264,751) $   117,979
                             -----------  -----------  -----------  -----------
TOTAL COMPREHENSIVE LOSS     $  (502,449) $ 1,768,613  $(2,010,600) $ 1,401,372
                             ===========  ===========  ===========  ===========
BASIC EARNINGS (LOSS)
PER SHARE                    $     (0.01) $      0.03  $     (0.01) $      0.03
                             ===========  ===========  ===========  ===========
FULLY DILUTED INCOME (LOSS)
PER SHARE                    $     (0.01) $      0.01  $     (0.01) $      0.01
                             ===========  ===========  ===========  ===========
BASIC WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING       54,476,023   50,513,858   54,337,561   50,065,120
                             ===========  ===========  ===========  ===========
FULLY DILUTED WEIGHTED
AVERAGE NUMBER OF SHARES
OUTSTANDING                   54,476,023  118,399,208   54,337,561  117,950,470
                             ===========  ===========  ===========  ===========



























   The accompanying notes are a integral part of these financials statements.
                                        6


<PAGE>



                                 ALPHATRADE.COM
                  Statements of Stockholders' Equity (Deficit)
<TABLE>

                   Preferred  Stock   Common  Stock    Additional      Stock        Other                    Total
                   ---------------- ------------------   Paid-In   Subscription Comprehensive Accumulated Stockholders'
                    Shares   Amount   Shares   Amount    Capital      Payable       Income      Deficit      Equity
                   --------- ------ ---------- ------- ----------- ------------ ------------- ----------- -------------
<S>                <C>        <C>   <C>         <C>     <C>            <C>          <C>       <C>           <C>
Balance,
December
31, 2008           4,000,000  4,000 54,076,023  54,076  33,921,184     45,080       (40,543)  (36,793,464)  (2,809,667)

Common
stock
issued for
services
at $0.02
per share
(unaudited)                -      -    400,000     400       7,600          -             -             -        8,000

Net income
for the six
months
ended June
30, 2009
(Unaudited)                -      -          -       -           -          -    (1,264,751)     (745,849)  (2,010,600)
                   --------- ------ ---------- ------- ----------- ------------ ------------- ----------- -------------
Balance,
June 30,
2009
(Unaudited)        4,000,000 $4,000 54,476,023 $54,476 $33,928,784 $   45,080   $(1,305,294) $(37,539,313) $(4,812,267)
                   ========= ====== ========== ======= =========== ============ ============= =========== =============
</TABLE>











The accompanying notes are a integral part of these financials statements.
                                        7


<PAGE>
                                 ALPHATRADE.COM
                            Statements of Cash Flows
                                   (Unaudited)
                                                      For the Six Months Ended
                                                              June 30,
                                                    ---------------------------
                                                         2009         2008
CASH FLOWS FROM OPERATING ACTIVITIES                ------------- -------------
 Net income (loss)                                  $   (745,849) $  1,283,393
 Adjustments to reconcile net income (loss) to
  net cash used by operating activities:
   Depreciation expense                                    9,585         9,158
   Value of stock options and warrants granted                 -        14,233
   Loss on sale of investments                           411,483        97,932
   Gain (Loss) on settlement of debt                     240,000      (307,972)
   Transfer of investments to settle debt                500,000             -
   Investments received as payment for
     accounts receivable                                (869,057)   (1,305,809)
   Common stock issued for services                        8,000       321,568
 Changes in operating assets and liabilities:
   Changes in accounts receivable                      1,152,457       (25,099)
   Changes in prepaid expenses                             1,000       (17,343)
   Changes in deferred revenues                           (5,278)     (715,276)
   Changes in related party payables                     426,502       268,943
   Changes in accounts payable and
     accrued expenses                                 (1,156,527)      (91,408)
                                                    ------------  ------------
    Net Cash Used in Operating Activities                (27,684)     (467,680)
                                                    ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Sale of securities                                       66,131        91,418
 Purchase of fixed assets                                      -        (3,204)
                                                    ------------  ------------
    Net Cash Provided by Investing Activities             66,131        88,214
                                                    ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Common stock issued for cash                                  -       190,000
 Proceeds from bank overdraft                                  -        22,664
 Stock subscriptions payable                                   -        16,580
                                                    ------------  ------------
    Net Cash Provided by Financing Activities                  -       229,244
                                                    ------------  ------------
    NET DECREASE IN CASH                                  38,447      (150,222)
    CASH AT BEGINNING OF PERIOD                           55,650       153,760
                                                    ------------  ------------
    CASH AT END OF PERIOD                           $     94,097  $      3,538
                                                    ============  ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
    CASH PAID FOR:
       Interest                                     $     73,279  $     45,640
       Income Taxes                                 $          -  $          -

NON CASH INVESTING AND FINANCING ACTIVITIES:
       Common stock issued for services             $      8,000  $    321,568
       Value of stock options and warrants vested   $          -  $     14,233

   The accompanying notes are an integral part of these financial statements.
                                        8
<PAGE>
                               ALPHATRADE.COM, INC
                Notes to ALPHATRADE.COM INC Financial Statements
                       June 30, 2009 and December 31, 2008

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying  financial statements have been prepared by the Company without
audit. In the opinion of management,  all adjustments (which include only normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results of  operations,  and cash flows at June 30,  2009 and 2008,  and for all
periods presented herein, have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  It is suggested
that  these  condensed  financial  statements  be read in  conjunction  with the
financial  statements and notes thereto  included in the Company's  December 31,
2008 audited  financial  statements.  The results of operations  for the periods
ended June 30, 2009 and 2008 are not  necessarily  indicative  of the  operating
results for the full year.

NOTE 2 - GOING CONCERN

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  in the United  States of America  applicable  to a going
concern  which  contemplates  the  realization  of  assets  and  liquidation  of
liabilities  in  the  normal  course  of  business.  The  Company  has  not  yet
established  an ongoing  source of revenues  sufficient  to cover its  operating
costs and allow it to continue as a going concern. The ability of the Company to
continue  as a going  concern is  dependent  on the Company  obtaining  adequate
capital to fund operating losses until it becomes profitable.  If the Company is
unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going  concern,  the  Company  will need,  among other
things,  additional  capital  resources.  Management's  plan is to  obtain  such
resources for the Company by obtaining  capital from  management and significant
shareholders  sufficient  to meet its  minimal  operating  expenses  and seeking
equity and/or debt financing.  However  management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent  upon its
ability  to  successfully  accomplish  the  plans  described  in  the  preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - RELATED PARTY PAYABLES

The  company  accrued an  additional  $296,441  and  $426,502  in related  party
payables  during the three and six months ended June 30, 2009,  respectively.  A
majority of this accrual consists of payable related to management fees.






                                        9
<PAGE>

                               ALPHATRADE.COM, INC
                Notes to ALPHATRADE.COM INC Financial Statements
                       June 30, 2009 and December 31, 2008

NOTE 4 - OUTSTANDING COMMON STOCK OPTIONS AND STOCK PURCHASE WARRANTS

The Company uses the  instruments  identified  as stock options and common stock
warrants somewhat  interchangeably.  Both forms of equity  instruments have been
granted as compensation to the Company's officers and directors.

Under FASB Statement  123R,  the Company  estimates the fair value of each stock
award at the grant date by using the  Black-Scholes  option pricing  model.  The
following weighted average assumptions used for grants in the periods ended June
30, 2009 and December 31,  2008:  dividend  yield of zero percent for all years;
expected volatility of 74.36% and 62.01%;  risk-free interest rates of 5.03% and
3.35% and expected lives of 1.0 and 3.0, respectively.

The general terms of awards such as vesting  requirements(usually 1 to 2 years),
term of options granted (usually 10 years),  and number of shares authorized for
grants of options or other equity  instruments  are  determined  by the Board of
Directors.  A summary of the status of the Company's  stock options and warrants
as of June 30, 2009 and changes  during the periods ended  December 31, 2008 and
June 30, 2009 is presented below:

                                           Weighted    Weighted
                                           Options     Average      Average
                                           and         Exercise     Grant Date
                                           Warrants    Price        Fair Value
                                           -----------------------------------
         Outstanding, December 31, 2007    51,570,347  $0.38             $0.38
            Granted                         9,245,000   0.21              0.21
            Expired                        (5,046,497)  0.47              0.47
            Exercised                        (558,650)  0.25              0.25

         Outstanding, December 31, 2008    55,210,200  $0.32             $0.32
         Exercisable, December 31, 2008    40,730,200  $0.33             $0.33
                                           -----------------------------------
         Outstanding, December 31, 2008    55,210,200  $0.32             $0.32
            Granted                               -0-    -0-               -0-
            Expired                        (5,415,000)  0.46              0.46
            Exercised                             -0-    -0-               -0-

         Outstanding, June 30, 2009        49,795,200  $0.31             $0.31
         Exercisable, June 30, 2009        35,315,200  $0.31             $0.31












                                       10
<PAGE>
                               ALPHATRADE.COM, INC
                Notes to ALPHATRADE.COM INC Financial Statements
                       June 30, 2009 and December 31, 2008

NOTE 5 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenue and expenses  during the reporting  period.  Actual results could differ
from those estimates.

Recent Accounting Pronouncements
--------------------------------
In May 2009, the FASB issued FAS 165,  "Subsequent  Events".  This pronouncement
establishes  standards  for  accounting  for and  disclosing  subsequent  events
(events which occur after the balance sheet date but before financial statements
are  issued or are  available  to be  issued).  FAS 165  requires  and entity to
disclose the date  subsequent  events were evaluated and whether that evaluation
took place on the date financial  statements were issued or were available to be
issued.  It is effective  for interim and annual  periods  ending after June 15,
2009.  The adoption of FAS 165 did not have a material  impact on the  Company's
financial condition or results of operation.

In June 2009,  the FASB issued FAS 166,  "Accounting  for Transfers of Financial
Assets" an amendment  of FAS 140. FAS 140 is intended to improve the  relevance,
representational  faithfulness,  and  comparability  of the  information  that a
reporting  entity  provides  in its  financial  statements  about a transfer  of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor's continuing involvement, if any,
in  transferred  financial  assets.  This  statement  must be  applied as of the
beginning of each reporting  entity's first annual  reporting period that begins
after  November 15, 2009. The Company does not expect the adoption of FAS 166 to
have an impact on the Company's  results of operations,  financial  condition or
cash flows.

In June 2009, the FASB issued FAS 167,  "Amendments to FASB  Interpretation  No.
46(R)".  FAS 167 is intended to (1) address the effects on certain provisions of
FASB  Interpretation  No. 46 (revised December 2003),  Consolidation of Variable
Interest   Entities,   as  a  result  of  the   elimination  of  the  qualifying
special-purpose  entity concept in FAS 166, and (2)  constituent  concerns about
the  application of certain key provisions of  Interpretation  46(R),  including
those in which the accounting and disclosures  under the  Interpretation  do not
always provided timely and useful information about an enterprise's  involvement
in a  variable  interest  entity.  This  statement  must  be  applied  as of the
beginning of each reporting  entity's first annual  reporting period that begins
after  November 15, 2009. The Company does not expect the adoption of FAS 167 to
have an impact on the Company's  results of operations,  financial  condition or
cash flows.





                                       11
<PAGE>
                               ALPHATRADE.COM, INC
                Notes to ALPHATRADE.COM INC Financial Statements
                       June 30, 2009 and December 31, 2008

NOTE 5 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)
--------------------------------------------
In  June  2009,  the  FASB  issued  FAS  168,  "The  FASB  Accounting  Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles". FAS
168 will become the source of authoritative U.S.  generally accepted  accounting
principles  (GAAP)  recognized  by the  FASB to be  applied  by  nongovernmental
entities.  Rules  and  interpretive  releases  of the  Securities  and  Exchange
Commission (SEC) under authority of federal  securities laws are also sources of
authoritative GAAP for SEC registrants. On the effective date of this Statement,
the  Codification  will  supersede  all  then-existing  non-SEC  accounting  and
reporting standards.  All other  nongrandfathered  non-SEC accounting literature
not included in the Codification will become nonauthoritative. This statement is
effective for financial  statements issued for interim and annual periods ending
after September 15, 2009.The  Company does not expect the adoption of FAS 168 to
have an impact on the Company's  results of operations,  financial  condition or
cash flows.

NOTE 6 - LAWSUITS SETTLEMENTS

Professional Bull Riders, Inc. v. AlphaTrade.com,
-------------------------------------------------
United States District Court, District of Colorado, Case No. 08-cv-01017 (MSK)

On May 21, 2009,  the Company  entered into a Release and  Settlement  Agreement
with PBR (the "PBR Settlement Agreement"), pursuant to which the Company and PBR
agreed to settle  all  disputes  and claims  arising  from and  relating  to the
Company's  sponsorship  agreement  with the PBR.  Pursuant to the PBR Settlement
Agreement,  the Company  agreed to transfer an  aggregate  of 300,000  shares of
common  stock of two  unrelated  entities  held for  investment  purposes by the
Company. Of these shares, 250,000 relate to Clean Coal Technology,  Inc. (CCTC),
and the  remaining  50,000  shares  relate  to HSTC  Global,  Inc.  (HSTC).  The
transferred  shares were valued at their respective market closing prices on May
21, 2009, the date the  Settlement  Agreement was  consummated.  The CCTC shares
were  valued at $1.77 per share  ($442,500  total),  while the HSTC  shares were
valued at $1.15 per share  ($57,500  total)  The  aggregate  value of the shares
transferred  was $500,000.  In addition,  the Company agreed to make payments to
PBR, for each of its 2009,  2010 and 2011 fiscal  years,  equal to the lesser of
$100,000 or 30% of the  Company's  net profit for each fiscal year.  The Company
transferred the 300,000 shares to the unrelated entities on May 29, 2009.

Tommy G Productions, LLC v. AlphaTrade.com,
--------------------------------------------
District Court, Pueblo County, Colorado, Case No. 2008CV1008

On May 28, 2009,  the Company  entered into a  Settlement  Agreement  and Mutual
Release with Tommy G (the "Tommy G Settlement Agreement"), pursuant to which the
Company and Tommy G agreed to settle all  disputes  and claims  arising from and
relating  to the  Company's  sponsorship  agreement  with Tommy G for  aggregate
consideration of $10,000.

NOTE 7 - SUBSEQUENT EVENTS

Management has evaluated subsequent events as of August 13, 2009 and report that
there are no subsequent events to report.
                                       12
<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-Q/A.

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.

SIX MONTHS ENDED JUNE 30, 2009 AND 2008
-----------------------------------------
During the three and six months  ended June 30,  2009,  revenue  growth began to
decline due to the  unparalleled  turbulence  and overall  decline in all of the
financial  markets.  Our  advertising  business was  adversely  affected as many
clients put their  marketing and  advertising  budgets on hold.  Revenue for the
three  and six  months  ended  June 30,  2009  was  $1,149,932  and  $2,901,078,
respectively.  This is a decline  of 54% and 30% over the  three and six  months
ended June 30, 2008, which had revenues of $2,505,818 and $4,123,202.

Advertising  revenues  for the  three and six month  period  ended  June 30 were
$473,453 and  $1,519,299  in 2009 and  $1,660,240  and  $2,468,295  in 2008.  In
addition,  we had  $731,732  in deferred  revenue to be  realized in  subsequent
quarters.  This deferred  revenue is derived from our long term  advertising and
marketing  which was not realized in this  quarter.  We revised our  advertising
model  from a price  point to  accommodate  new client  interest  and to make it
easier for clients to make a marketing buying decision.

We  continue  to focus on  increasing  the  traffic to our stable of websites to
ensure  our  advertising  clients  have a highly  desirable  demographic  target
audience.  We are  experiencing  success with  building new  subscribers  to our
business  networking site,  www.zenobank.com.  The site provides a comprehensive
forum for  companies,  businesses  associated  with the  financial  markets  and
investors to network using all of the modern,  web-based tools available such as
blogs,  forums,  and chat rooms.  Every public company,  once they sign up, will
have complete and accurate  financial  data on their profile pages on ZenoBank -
this will ensure they are compliant with all regulatory policies with respect to
investor relations.

Our cost of sales for our financial products is directly related to the price of
our financial feeds and content.  Some of these costs are fixed monthly fees and
others are based on the number of users or subscribers.

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<PAGE>
We believe the market  conditions at present will encourage people to save money
in every way possible and with the cost  effective  products  AlphaTrade  has in
both the E-Gate and  advertising  programs,  we believe this could be beneficial
for us in increasing our client base for all of our products.  For the three and
six  months  ended June 30,  2009 our cost of sales was 35% and 28% of  revenues
compared to 18% and 23% of revenues for the same  periods in 2008.  The increase
in cost of sales was due to the decline in advertising  revenues as a percentage
of our total revenues.

During the three and six month  period  ended June 30 we  realized a net loss of
$435,670 and $745,849 in 2009 and a net income of $1,422,282  and  $1,283,393 in
2008.  This is a decrease of $1,857,952  and  $2,029,242,  respectively.  We are
generating referrals and long term, established relationships with marketing and
public relations  firms.  During the three and six months ended June 30, 2009 we
paid $108,571 and $164,209 in marketing fees.

Included in  professional  fees for 2009 are shares of common  stock to investor
relations  consultants  valued  at $-0- and  $8,000  for the three and six month
periods, respectively. For the same periods in 2008 this expense was $14,233 and
$103,478.  For the most part, the investor  relations  consultants  are hired to
bring  new  advertising  clients  to the  company.  We  realized  related  party
compensation  expense of $120,000 and $240,000 for the three and six month ended
June 30, 2009 and 2008.

Our operating expenses decreased to $592,409 and increased to $2,077,169 in 2009
from  $829,487  and  $1,927,039  in 2008  mainly  due to a large  write  down in
non-cash accounts receivable.  The $1,031,477 bad debt expense recognized during
the six months ended June 30, 2009 was deemed appropriate by management during a
subsequent  analysis  of  accounts   receivable.   Management   determined  that
collection of these  receivables was unlikely due to some previously  unforeseen
factors.  Subsequent to this  significant  write-down of accounts  receivable we
have  initiated a policy to more  aggressively  analyze  and allow for  doubtful
receivables,  so as to avoid  recognizing  such a large bad debt  expense in any
single future reporting period.

The Company  recognized  Other Expenses  totaling  $595,170 and $846,349 for the
three and six months ended June 30, 2009, respectively, compared to Other Income
of  $204,087  and $29,869  during the  comparable  periods of 2008.  The current
period's  Other  Expenses  includes  a  $240,000  loss on  forgiveness  of debt,
pertaining  to the  Company's  forgiveness  of a  receivable  in the  amount  of
$240,000 during the period.

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 June 30 would
have been  ($435,670) and  ($737,849)  for 2009 and  $1,436,515 and  $1,386,871,
respectively.

Liquidity and Capital Resources.

We have  consistently  been financed through loans from related parties and from
raising capital through private equity  offerings.  We used $27,684 and $467,680
of cash in our  operating  activities  in the six months ended June 30, 2009 and
2008,  respectively.  Cash provided by investing activities for the same periods
in 2009 and 2008 were $66,131 and $88,214,  respectively.  Cash received through


                                                    14
<PAGE>
financing  activities  totaled $-0- and $229,244 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 Gordon Muir, the Chief Executive  Officer of
the Company. The loss of Mr. Muir, 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  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.

Professional Bull Riders, Inc. v. AlphaTrade.com,
United States 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 alledged 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.

On May 21, 2009,  the Company  entered into a Release and  Settlement  Agreement
with PBR (the "PBR Settlement Agreement"), pursuant to which the Company and PBR
agreed to settle  all  disputes  and claims  arising  from and  relating  to the
Company's  sponsorship  agreement  with the PBR.  Pursuant to the PBR Settlement
Agreement,  the Company  agreed to transfer an  aggregate  of 300,000  shares of
common  stock of two  unrelated  entities  held for  investment  purposes by the


                                       15
<PAGE>
Company.  In addition,  the Company  agreed to make payments to PBR, for each of
its 2009, 2010 and 2011 fiscal years,  equal to the lesser of $100,000 or 30% of
the Company's net profit for each fiscal year.

Tommy G Productions,  LLC v.  AlphaTrade.com,  District Court,  Pueblo
County, Colorado, Case No. 2008CV1008

Plaintiff  Tommy G  Productions  ("Tommy G") commenced  this action  against the
Company  on or about  June 27,  2008 in the  District  Court of  Pueblo  County,
Colorado,  Case No.  2008CV1008.  In its  Complaint,  Tommy G alleges a cause of
action  arising from the alleged  breach of a Sponsorship  Agreement,  and seeks
damages of $30,000.

On May 28, 2009,  the Company  entered into a  Settlement  Agreement  and Mutual
Release with Tommy G (the "Tommy G Settlement Agreement"), pursuant to which the
Company and Tommy G agreed to settle all  disputes  and claims  arising from and
relating  to the  Company's  sponsorship  agreement  with Tommy G for  aggregate
consideration of $10,000.

Equistock Incorporated and Nicholas Thomas v. AlphaTrade.com
U.S. District Court for the Southern District of Texas, Houston Division
Civil Action No. 4:09-CV-01645

Plaintiffs  Equistock and Thomas  ("Plaintiffs")  initiated this action in April
2009 with the filing of their Original  Petition in the state district courts of
Harris  County,  Texas.  The lawsuit arises from a marketing  agreement  between
Equistock and AlphaTrade whereby AlphaTrade  provided  advertising and marketing
services to Equistock on behalf of Equistock's client,  Dalrada Financial,  Inc.
The  Plaintiffs  have asserted  claims for breach of contract,  quantum  meruit,
breach  of the duty of good  faith and fair  dealing,  and  damage  to  business
goodwill and are seeking $1.19 million in damages.

AlphaTrade  has  answered  the  Original  Petition by denying  these  claims and
removed  the case to U.S.  District  Court for the  Southern  District of Texas,
Houston Division.  Additionally,  AlphaTrade has asserted  counterclaims against
Plaintiffs for fraud,  negligent  misrepresentation,  deceptive trade practices,
fraudulent  inducement,  and breach of  contract  and is  seeking  approximately
$257,000 in damages.

This  action  is  currently  in  the  discovery  stage.  AlphaTrade  intends  to
vigorously defend the claims made against it and pursue its counterclaims.

Item 2. Changes in Securities.

The following unregistered securities have been issued since January 1st, 2009:
                                            Valued
Date          No. of Shares      Title      At          Reason

March 2009       400,000         Common      $0.02       For services

The above noted  shares were issued in private,  isolated  transactions  without
registration under the Securities Act. The shares were issued in reliance on the
exemption  provided by Rule 506 and/or  Section 4(2) of the  Securities Act as a
transaction  by an issuer not involving a public  offering to  Consultants or to
companies owned or controlled by Consultants or Officers of AlphaTrade.



                                       16
<PAGE>
Item 3. Defaults Upon Senior Securities.

        None.

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

        None.

Item 5. Other Information.

         On August 10, 2009, the  Board of Directors of the  Company  authorized
the removal of Penny Perfect  as  Chief Executive Officer  of the Company.   Ms.
Perfect  shall  continue to serve as President  and on the Board of Directors of
the Company.

         On August 10,  2009,  the Board of Directors  appointed  Gordon Muir as
Chief Executive Officer of the Company. Mr. Muir has served as a director of the
Company  since October 21, 1999 and became Chief  Technology  Officer in January
2004. He also previously  served as the Company's  Chief Executive  Officer from
February 2000 through January 2004.



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















                                       17
<PAGE>

                                   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:    January 13, 2011                         / s / Gordon J. Muir
                                                  ----------------------------
                                                  Gordon J. Muir, CEO/Director



Date:    January 13, 2011                         / s / Katharine Johnston
                                                  ----------------------------
                                                  Principal Financial Officer




































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