---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended: March 31, 2010

OR

[_] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934. 
For the transition period from: ______________ to ______________

Commission File Number: 000-030813

AlphaRx, Inc.(Name of Small Business
Issuer in its Charter)

|Delaware                        | 98-0416123                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     

168 Konrad Crescent, Suite 200 Markham, Ontario, Canada L3R
9T9 (Address of principal executive offices)

Registrant's telephone number, including area code: (905)
479-3245

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value(Title of Class)

Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]                
No [   ]

The number of outstanding shares of registrant's Common Stock
on May 13, 2010 was 92,371,192.

Transitional Small Business Disclosure
Format.

Yes [   ]            
No [X]

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ALPHARX, INC.

FORM 10-Q

MARCH31, 2010

TABLE OF CONTENTS

|Interim Consolidated Balance Sheets as of
      March 31, 2010
      (Unaudited)          and
      September 30, 2009 (Audited)                                               | 3     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------
|Unaudited Interim Consolidated Statements of Operations and
      Comprehensive
      Loss          for
      the three and six months ended March 31, 2010 and March 31, 2009 | 4     
|Unaudited Interim Consolidated Statements
      of Changes in Stockholders
      Deficiency          as
      of March 31, 2010 and September 30, 2009                        | 5     
|Unaudited Interim Consolidated Statements of Cash Flow for
      the three and
      six          months
      ended March 31, 2010 and March 31, 2009                         | 6     
|Condensed Notes to Unaudited Interim
      Consolidated Financial Statements                                                                                                   | 7 - 10
|Managements Discussion and Analysis of Financial Condition
      and Plan of Operation                                                                                        | 11-17 
|Other Information                                                                                                                                                              | 18    

2

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|ALPHARx, INC.                              
|-------------------------------------------
|INTERIM CONSOLIDATED BALANCE SHEETS        
|AS AT MARCH 31, 2010 AND SEPTEMBER 30, 2009
|(UNAUDITED)                                
|(All amounts in US Dollars)                

|                                                                                                                        |   | March 31    |   |   | September 30 |  
|----------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                                                                                        |   | 2010        |   |   | 2009         |  
|                                                                                                                        |   | Unaudited   |   |   | Audited      |  
|CURRENT ASSETS                                                                                                          |   |             |   |   |              |  
|                                                                                                                        |   |             |   |   |              |  
|Cash and Cash Equivalents                                                                                               | $ | 16,870      |   | $ | 14,006       |  
|Accounts Receivable, net                                                                                                |   | 9,315       |   |   | 42,330       |  
|TOTAL
      CURRENT ASSETS                                                                                              |   | 26,185      |   |   | 56,336       |  
|                                                                                                                        |   |             |   |   |              |  
|PROPERTY, PLANT and EQUIPMENT, net                                                                                      |   | 63,606      |   |   | 78,237       |  
|                                                                                                                        |   |             |   |   |              |  
|TOTAL ASSETS                                                                                                            |   | 89,791      |   |   | 134,573      |  
|                                                                                                                        |   |             |   |   |              |  
|                                                                                                                        |   |             |   |   |              |  
|CURRENT LIABILITIES                                                                                                     |   |             |   |   |              |  
|Accounts Payable and Accrued
      Liabilities                                                                          |   | 531,100     |   |   | 414,872      |  
|Notes Payable (note 3)                                                                                                  |   | 789,665     |   |   | 585,284      |  
|Deferred Revenue                                                                                                        |   | -           |   |   | 35,000       |  
|TOTAL CURRENT
      LIABILITIES                                                                                         |   | 1,320,765   |   |   | 1,035,156    |  
|                                                                                                                        |   |             |   |   |              |  
|Going Concern (note 2)                                                                                                  |   |             |   |   |              |  
|                                                                                                                        |   |             |   |   |              |  
|STOCKHOLDERS DEFICIENCY                                                                                                |   |             |   |   |              |  
|Common Stock: $ 0.0001 par value,                                                                                       |   |             |   |   |              |  
|Authorized: 250,000,000 shares; Issued and outstanding
      March 31, 2010 and September 30, 2009: 92,371,192 (Note 5) |   | 9,238       |   |   | 9,238        |  
|Additional paid-in capital                                                                                              |   | 17,052,076  |   |   | 17,052,076   |  
|Deficit                                                                                                                 |   | (18,390,416 | ) |   | (18,061,820  | )
|Accumulated Other
      Comprehensive Loss                                                                              |   | (4,358      | ) |   | (2,317       | )
|Non-controlling Interest (Note 4)                                                                                       |   | 102,486     |   |   | 102,240      |  
|TOTAL DEFICIENCY                                                                                                        |   | (1,230,974  | ) |   | (900,583     | )
|                                                                                                                        |   |             |   |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS
      DEFICIENCY                                                                    | $ | 89,791      |   | $ | 134,573      |  

|Signed: Dr. David Milroy | Signed: Michael Lee
|------------------------ | -------------------
|Director                 | Director           

See condensed notes to unaudited interim consolidated financial
statements

3

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|ALPHARx, INC.                                                             
|--------------------------------------------------------------------------
|INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND
      COMPREHENSIVE LOSS
|FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31,
      2010 AND 2009   
|(All amounts in US Dollars)                                               
|(UNAUDITED)                                                               

|                                                                                    |   | 3 months ended |   |   | 3 months ended |   |   | 6 months ended |   |   | 6 months ended |  
|----------------------------------------------------------------------------------- | - | -------------- | - | - | -------------- | - | - | -------------- | - | - | -------------- | -
|                                                                                    |   | March 31, 2010 |   |   | March 31, 2009 |   |   | March 31, 2010 |   |   | March 31, 2009 |  
|                                                                                    |   |                |   |   |                |   |   |                |   |   |                |  
|License Fees and Royalties                                                          | $ | 18,720         |   | $ | 14,455         |   | $ | 70,290         |   | $ | 31,929         |  
|Consulting Revenues                                                                 |   | 30,000         |   |   | 149,654        |   |   | 30,000         |   |   | 235,754        |  
|TOTAL REVENUES                                                                      |   | 48,720         |   |   | 164,109        |   |   | 100,290        |   |   | 267,683        |  
|                                                                                    |   |                |   |   |                |   |   |                |   |   |                |  
|General and Administrative Expenses                                                 |   | 163,912        |   |   | 72,495         |   |   | 262,390        |   |   | 125,738        |  
|Research and Development Expenses                                                   |   | 57,638         |   |   | 44,262         |   |   | 103,029        |   |   | 87,221         |  
|Depreciation                                                                        |   | 10,061         |   |   | 15,168         |   |   | 20,142         |   |   | 32,344         |  
|                                                                                    |   | 231,611        |   |   | 131,925        |   |   | 385,561        |   |   | 245,303        |  
|INCOME/(LOSS)                                                                       |   |                |   |   |                |   |   |                |   |   |                |  
|FROM OPERATIONS                                                                     |   | (182,891       | ) |   | 32,184         |   |   | (285,271       | ) |   | 22,380         |  
|                                                                                    |   |                |   |   |                |   |   |                |   |   |                |  
|OTHER EXPENSES                                                                      |   |                |   |   |                |   |   |                |   |   |                |  
|Interest Expense, net                                                               |   | (22,884        | ) |   | (11,820        | ) |   | (42,719        | ) |   | (21,974        | )
|                                                                                    |   |                |   |   |                |   |   |                |   |   |                |  
|INCOME/(LOSS) BEFORE                                                                |   |                |   |   |                |   |   |                |   |   |                |  
|INCOME TAXES                                                                        |   | (205,775       | ) |   | 20,364         |   |   | (327,990       | ) |   | 406            |  
|                                                                                    |   |                |   |   |                |   |   |                |   |   |                |  
|Income Tax                                                                          |   | -              |   |   | -              |   |   | -              |   |   | -              |  
|                                                                                    |   |                |   |   |                |   |   |                |   |   |                |  
|NET INCOME (LOSS)                                                                   |   | (205,775       | ) |   | 20,364         |   |   | (327,990       | ) |   | 406            |  
|Net Income/Loss attributable to Non-
      controlling interests                    |   | 303            |   |   | 587            |   |   | 606            |   |   | 1,975          |  
|NET INCOME (LOSS) ATTRIBUTABLE TO ALPHARX INC. STOCKHOLDERS                         | $ | (206,078       | ) | $ | 20,951         |   | $ | (328,596       | ) | $ | 2,381          |  
|                                                                                    |   |                |   |   |                |   |   |                |   |   |                |  
|COMPREHENSIVE INCOME/(LOSS)                                                         |   |                |   |   |                |   |   |                |   |   |                |  
|Net Income (Loss)                                                                   |   | (205,775       | ) |   | 20,364         |   |   | (327,990       | ) |   | 406            |  
|Translation Adjustment                                                              |   | 1,735          |   |   | (8,849         | ) |   | (2,401         | ) |   | 7,612          |  
|Comprehensive Income (Loss)                                                         |   | (204,040       | ) |   | 11,515         |   |   | (330,391       | ) |   | 8,018          |  
|Less: Comprehensive Income/ (Loss)                                                  |   |                |   |   |                |   |   |                |   |   |                |  
|Attributable to Non-Controlling Interests                                           |   | (71            | ) |   | 1,914          |   |   | 246            |   |   | 833            |  
|COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO ALPHARX INC.
      STOCKHOLDERS         | $ | (204,111       | ) | $ | 13,429         |   | $ | (330,145       | ) | $ | 8,851          |  
|Net Income/(Loss) per Share, basic and
      diluted, attributable to AlphaRx, Inc. | $ | (0.01          | ) | $ | 0.00           |   | $ | (0.01          | ) | $ | 0.00           |  
|Weighted Average Number of Common Shares Outstanding                                |   | 92,371,192     |   |   | 92,371,192     |   |   | 92,371,192     |   |   | 92,371,192     |  

See condensed notes to unaudited interim consolidated financial
statements

4

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|ALPHARx, INC.                                                            
|-------------------------------------------------------------------------
|INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN
      SHAREHOLDERS DEFICIT
|FOR THE PERIOD ENDED MARCH 31, 2010                                      
|(UNAUDITED)                                                              
|(All amounts in US Dollars)                                              

Common StockNumber of Shares
    Amount
    Additional Paid in Capital
    Accumulated Other Comprehensive Loss
    Deficiency
    Total AlphaRx Inc.
      Stockholders Deficiency
    Non- controlling Interest
    Total DeficiencyBalance as of
      September 30, 2008
    92,371,192
    $9,238
    $16,978,351
    (6,690)
    (17,619,944)
    (639,045)
    101,624
    (537,421)Warrants issued for services
    
    
    73,725
    
    
    73,725
    
    73,725Foreign Currency Translation
    
    
    
    4,373
    
    4,373
    772
    5,145Non- controlling interest
    
    
    
    
    
    
    (156)
    (156)Net Loss 2009
    
    
    
    
    (441,876)
    (441,876)
    
    (441,876)Balance as of September 30,
      2009
    92,371,192
    $9,238
    $17,052,076
    $(2,317)
    (18,061,820)
    $(1,002,823)
    $102,240
    $(900,583)Foreign Currency Translation
    
    
    
    (2,041)
    
    (2,041)
    (360)
    (2,401)Non- controlling interest
    
    
    
    
    
    
    606
    606Net Loss for the Period
    
    
    
    
    (328,596)
    (328,596)
    
    (328,596)Balance as of March 31, 2010
    92,371,192
    $9,238
    $17,052,076
    $(4,358)
    $(18,390,416)
    $(1,333,460)
    $102,486
    $(1,230,974)


See condensed notes to unaudited interim consolidated financial
statements

5

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ALPHARx, INC.INTERIM CONSOLIDATED STATEMENTS OF
CASH FLOWSFOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2010
AND 2009 (UNAUDITED)(All amounts in US Dollars)

|                                                                                                    |   | 3 months  |   |   | 3 months  |   |   | 6 months  |   |   | 6 months  |  
|--------------------------------------------------------------------------------------------------- | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | -
|                                                                                                    |   | March 31, |   |   | March 31, |   |   | March 31, |   |   | March 31, |  
|                                                                                                    |   | 2010      |   |   | 2009      |   |   | 2010      |   |   | 2009      |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                |   |           |   |   |           |   |   |           |   |   |           |  
|Net Income/(Loss)                                                                                   | $ | (206,078  | ) | $ | 20,951    |   | $ | (328,596  | ) | $ | 2,381     |  
|Adjustments to reconcile
      net income (loss) to net cash    used in operating
      activities: |   |           |   |   |           |   |   |           |   |   |           |  
|Depreciation and amortization                                                                       |   | 10,061    |   |   | 15,168    |   |   | 20,142    |   |   | 32,344    |  
|Changes in assets and
      liabilities:                                                            |   |           |   |   |           |   |   |           |   |   |           |  
|Decrease (Increase) in
      accounts receivable                                                    |   | (3,502    | ) |   | 6,728     |   |   | 33,015    |   |   | (62,001   | )
|Increase
      in prepaid expenses and other assets                                                 |   | -         |   |   | (51,550   | ) |   | -         |   |   | (65,900   | )
|Increase in accounts
      payable and accrued liabilities                                          |   | 73,177    |   |   | 938       |   |   | 116,228   |   |   | 13,999    |  
|Accrued
      interest on notes payable                                                             |   | 21,081    |   |   | 10,574    |   |   | 38,017    |   |   | 19,133    |  
|Increase (decrease) in
      deferred revenue                                                       |   | -         |   |   | (1,144    | ) |   | (35,000   | ) |   | 32,189    |  
|Non-Controlling
      interest                                                                      |   | 303       |   |   | (587      | ) |   | 606       |   |   | (1,975    | )
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|NET CASH (USED IN) PROVIDED BY OPERATING
      ACTIVITIES                                           |   | (104,958  | ) |   | 1,078     |   |   | (155,588  | ) |   | (29,830   | )
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                |   |           |   |   |           |   |   |           |   |   |           |  
|Purchase of Machinery and Equipment                                                                 |   | -         |   |   | -         |   |   | (5,691    | ) |   | -         |  
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|NET CASH USED IN INVESTING ACTIVITIES                                                               |   | -         |   |   | -         |   |   | (5,691    | ) |   | -         |  
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                |   |           |   |   |           |   |   |           |   |   |           |  
|Issuance (repayment) of Notes Payable, net                                                          |   | 84,670    |   |   | 25,193    |   |   | 142,486   |   |   | 67,212    |  
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                           |   | 84,670    |   |   | 25,193    |   |   | 142,486   |   |   | 67,212    |  
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|Effect of exchange rate changes on cash and
      cash equivalents                                  |   | 18,330    |   |   | (13,722   | ) |   | 21,657    |   |   | (28,072   | )
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|NET INCREASE/(DECREASE) IN CASH                                                                     |   | (1,958    | ) |   | 12,549    |   |   | 2,864     |   |   | 9,310     |  
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|CASH, and cash equivalents, beginning of
      period                                               |   | 18,828    |   |   | 21,384    |   |   | 14,006    |   |   | 24,623    |  
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|CASH, and cash equivalents, end of period                                                           | $ | 16,870    |   | $ | 33,933    |   | $ | 16,870    |   | $ | 33,933    |  
|                                                                                                    |   |           |   |   |           |   |   |           |   |   |           |  
|Taxes Paid                                                                                          |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Interest Paid                                                                                       |   | -         |   |   | -         |   |   | -         |   |   | -         |  

See condensed notes to unaudited interim consolidated financial
statements

6

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|                                    
|------------------------------------
|ALPHARX INC.                        
|CONDENSED NOTES TO UNAUDITED INTERIM
|CONSOLIDATED FINANCIAL STATEMENTS   
|MARCH 31, 2010                      
|(UNAUDITED)                         

NOTE 1. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

The accompanying interim unaudited consolidated financial
statements have been prepared in accordance with the instructions to Form 10-Q
and do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of all recurring accruals) considered
necessary for fair presentation have been included. Operating results for the
interim periods are not necessarily indicative of the results that may be
expected for the year ended September 30, 2010. Interim unaudited consolidated
financial statements should be read in conjunction with the Companys annual
audited financial statements.

NOTE 2. NATURE OF BUSINESS AND GOING CONCERN

ALPHARx, INC. (the Company) was incorporated under the laws
of the State of Delaware on August 7, 1997. The company is an emerging
pharmaceutical company specializing in the formulation of human therapeutic
products using proprietary drug delivery technologies.

The interim unaudited consolidated financial statements reflect
the activities of AlphaRx Inc., 100% of AlphaRx Canada Limited and 85% of
AlphaRx International Holdings Limited and AlphaRx Life Sciences Ltd. (AIHs
wholly owned subsidiary) collectively the Company. All material inter-company
accounts and transactions have been eliminated.

The accompanying interim unaudited consolidated financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. Accordingly, they do not include any adjustments relating to the
realization of the carrying value of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern. Continuance of the Company as a going concern is dependent on
its future profitability and on the on-going support of its shareholders,
affiliates and creditors. Factors relating to going concern issues include
working capital deficiencies, operating losses, shareholders deficits, and
continued reliance on external funding sources. In order to mitigate the going
concern issues, the Company is constantly pursuing new business arrangements and
striving to achieve profitability, and seeking capital funding on an ongoing
basis via the issuance of promissory notes, and private placements.

NOTE 3. NOTES PAYABLE

The Company issued $142,486 in promissory notes during the six
months ended March 31, 2010. (During the six months ended March 31, 2009 the
Company issued $67,212 in promissory notes). These notes bear interest at 12%
per annum and are repayable on the first anniversary date of issuance.
Previously issued promissory notes bear interest at rates of 8% - 12% per annum.
Prepayment of these notes prior to the first anniversary date is permitted.

See also note 8  Related Party Transactions.

7

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NOTE 4. NON-CONTROLLING INTEREST

Effective June 22, 2006, AlphaRx International Holdings Ltd.
(AIH) issued 1,500 shares of its common stock to New Super Limited (NSL) at
a price of approximately $HK 6,667 per share or $HK 10 million in cash. (USD
$1,288,826). There are 10,000 common shares outstanding of which 8,500 or 85%
belong to the Company. With the consolidation of only 85% of AIH, a
non-controlling interest was established, representing net amounts owing to the
non-controlling shareholder. The capital infusion into AIH is accounted for as
additional paid in capital on the interim consolidated financial statements of
the Company.

NOTE 5. COMMON STOCK

The Company is authorized to issue 250,000,000 shares of common
stock. As of March 31, 2010 and 2009 there were 92,371,192 shares of Common
Stock issued and outstanding with a stated par value of $0.0001 per share. The
Company did not issue any shares of Common Stock during the six months ended
March 31, 2010 and 2009.

NOTE 6. STOCK OPTION PLANS

The Company has one Stock Option Plan (the 2008 Stock Option
Plan) under which officers, key employees, certain independent contractors, and
independent directors may be granted options to purchase shares of the Companys
authorized but unissued Common Stock. All outstanding options currently expire
no later than June 30, 2012. Proceeds received by the Company from exercises of
stock options are credited to Common Stock and additional paid-in capital.

At the Companys Annual General Meeting held November 26, 2008
a majority of stockholders approved amendments to the existing Stock Option
Plans including, among others: (i) combining the 2004 and 2006 Plans into the
2008 Stock Option Plan for ease of administration; (ii) providing a cap for the
number of options to be issued at 22,000,000; (iii) providing guidelines for
exercise prices such that the exercise price of any newly granted option is
never less than the market value or in the case of a 10%+ holder, never less
than 110% of the market value on the date of grant; (iv) providing for a maximum
term of 5 years for any option granted; (v) provide for a vesting schedule
whereby vesting must occur over at least 18 months with no more than
1/6th of the options granted vesting in any 3 month period; (vi)
providing for the maximum number of options to be granted to any one individual
in any 12 month period to be no more than 5% of the issued and outstanding
common stock, and (vii) providing for a maximum number of options to be granted
to any Investor Relations party to be no more than 2% of the issued and
outstanding common stock.

As a result of the new terms governing the Companys 2008 Stock
Option Plan, the maximum number of options that can still be issued totals
4,310,000, regardless of whether existing options are exercised or cancelled.

During the six months ended March 31, 2010 and 2009 no options
were granted and no options were exercised. Additional details of the 2008 Plan,
as at March 31, 2010 are as follows:

2008 Stock Option Plan
    Number Granted, Exercised,
      Expired or Cancelled
    Issue Date
    Exercise Price $
    Share Price on
      Grant Date $
    Expiry Date
    Remaining Contractual
      Life (Years)Inception
    0Granted
    12,720,000
    15/11/2004
    0.15
    0.11
    6/30/2012
    2.25Cancelled
    (6,000,000)
    12/28/2007
    -
    -
    -
    -Granted
    500,000
    15/11/2004
    0.40
       0.50
    0.11
    6/30/2012
    2.25Cancelled
    (40,000)
    12/28/2007
    -
    -
    -
    -


|Expired                                                                                  | (460,000)   | 2/10/2008                     | -     | -    | -         | -   
|---------------------------------------------------------------------------------------- | ----------- | ----------------------------- | ----- | ---- | --------- | ----
|Granted                                                                                  | 7,000,000   | 10/1/2005                     | 0.16  | 0.14 | 6/30/2012 | 2.25
|Granted                                                                                  | 390,000     | 8/2/2005                      | 0.15  | 0.14 | 6/30/2012 | 2.25
|Cancelled                                                                                | (40,000)    | 12/28/2007                    | -     | -    | -         | -   
|Granted                                                                                  | 100,000     | 5/25/2005                     | 0.13  | 0.13 | 6/30/2012 | 2.25
|Granted                                                                                  | 3,290,000   | 10/17/2005                    | 0.075 | 0.08 | 6/30/2012 | 2.25
|Cancelled                                                                                | (560,000)   | 12/28/2007                    | -     | -    | -         | -   
|Granted                                                                                  | 90,000      | 1/3/2007                      | 0.10  | 0.10 | 1/3/2012  | 1.76
|Exercised                                                                                | (2,730,000) | 12/27/2007                    | 0.075 | -    | -         | -   
|Remaining                                                                                | 14,260,000  | As at March 31, 2010 and 2009
|Weighted Average Exercise Price and Contractual
      Life of Options Remaining in Years | $0.15       |                               |       | 2.23

8

---

The Company has adopted the fair value accounting for employee
stock options. The Company did not record any stock based compensation expense
during the six months ended March 31, 2010 and 2009. The Black-Scholes
option-pricing model is used to calculate this expense. There are no further
stock based compensation expenses to be recorded based on options granted to
date and their existing terms and conditions. Multiplying the options by their
exercise price and dividing the total obtained by the total outstanding options
calculated the weighted average exercise price.

NOTE 7. WARRANTS

The Company did not issue any warrants, nor were any warrants
exercised during the six-month period ended March 31, 2010 and 2009. Warrants to
purchase 5,000,000 shares of Common Stock expired on December 31, 2009. The
Company has the following warrants outstanding to purchase shares of Common
Stock as of March 31, 2010:

Outstanding as at March
      31, 2010
    Issue Date
    Exercise Price
      $
    Share Price on
      Grant Date $
    Expiry Date
    Remaining
      Contractual Life (Years)
    Reason for Issuance3,000,000
    4/1/2009
    0.03
    0.03
    3/31/2014
    4.00
    Issued in exchange for
      financial advisory services.


See also subsequent event note 10 below.

NOTE 8: RELATED PARTY TRANSACTIONS

The Company sources some of its funding in the form of
promissory notes from Michael Lee  President and CEO. The Company is indebted
to Mr. Lee in the amount of $57,368 including accrued interest of $11,560 as of
March 31, 2010. (March 31, 2009: $43,850 including accrued interest of $5,308).
These promissory notes bear interest at 12% per annum and are unsecured.

NOTE 9: RECLASSIFICATIONS

Certain amounts have been reclassified to conform to current
period presentation. Specifically the Company has adopted ASC TOPIC 810 
Non-controlling Interests in Consolidated Financial Statements. The objective of
this Statement is to improve the relevance, comparability, and transparency of
the financial information that a Company provides.

9

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NOTE 10. SUBSEQUENT EVENTS

On April 12, 2010 the Company issued warrants to purchase
3,740,150 shares of common stock at $0.085 per share. These warrants were issued
in exchange for financial advisory services to be provided until September 30,
2010 and as added compensation to certain staff. These warrants expire on April
11, 2015.

On April 6, 2010 AlphaRx Canada Limited (ACL), a wholly-owned
subsidiary of the Company signed a letter of intent with Pacific Orient Capital
Inc. (POC) whereby POC will effect a qualifying transaction, as such term is
defined in Toronto Venture Exchange policies, by acquiring all of the shares of
ACL that are issued and outstanding at the time of closing of the transaction.
The transaction, among other conditions, shall be conditional upon the
completion of a concurrent public offering or private placement of CAD $1.5
million of shares of common stock at a value of no less than CAD $0.60 per
share. In relation thereto the Company has received a non-refundable deposit
during April, 2010 of CAD $25,000 to assist in the restructuring.

Management has reviewed subsequent events through the date of
filing the quarterly report on Form 10-Q that includes these unaudited interim
consolidated financial statements with the US Securities and Exchange
Commission. There were no material subsequent events since May 6, 2010 (review
completion date) that would require recognition or note disclosure in these
financial statements.

10

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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND PLAN OF OPERATION

The following discussion and analysis should be read in
conjunction with the Financial Statements, including the condensed Notes
thereto, appearing in this Form 10-Q. For additional information and complete
financial statement note disclosure as of September 30, 2009, reference should
be made to the annual Form 10-K filed during December 2009. Except for the
historical information contained herein the foregoing discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those projected in the forward-looking
statements discussed herein.

General

AlphaRx is a drug delivery company specializing in the
development of innovative human therapeutic products for the pharmaceutical and
consumer health care market. Our core competence is in the development of novel
drug formulations for therapeutic molecules or compounds that have exhibited
poor gastro intestinal absorption due to poor solubility or have yet be
administerable to the human body with an acceptable delivery method. Our drug
delivery system is versatile and offers significant flexibility in the
development of suitable dosage formulations (i.e. oral, topical or parenteral)
to meet the requirements of specific drug molecules. We are no longer pursuing
direct marketing and sales of our market ready products, nor do we intend to
pursue direct marketing and commercialization of any newly developed products.
The absence of marketing expertise, and significant ongoing funding required to
introduce and promote a product successfully into the market are the principal
factors limiting our ability to directly market our proprietary products. We are
and will continue to seek out established collaborative partners, distributors
and licensees to commercialize and market our products in exchange for milestone
payments and royalties.

The costs incurred for individual research and development
initiatives to date cannot be readily determined because (i) there is no clear
distinction between initiatives in order to be able to differentiate between
them; (ii) all initiatives have a common goal and that is to adopt our drug
delivery systems to the specific drug in order to improve that drugs
effectiveness; and (iii) we do not maintain a time control system to separately
classify research and development activities between similar initiatives.

The nature, timing and estimated costs to complete a research
and development initiative and anticipated completion dates cannot be estimated
because: (i) the nature of research is experimental and we could encounter
unforeseen situations which could significantly delay project completion or
require us to abandon the project; (ii) timing to complete a research initiative
depends, to a certain extent, on financial resources and we cannot predict with
any degree of certainty that financial resources will be available when needed
to complete any specific initiative; (iii) we cannot significantly influence our
partners and licensees as to timing and completion of collaborative efforts, and
(iii) cost estimates cannot be predicted with any acceptable degree of accuracy
due to unforeseen issues arising during the clinical stages or the approval
stages of any specific initiative.

If we cannot complete our research and development initiatives
on a timely basis consequences to our operations could be significant to the
point where the initiative would be delayed or even abandoned. We could also
face the risk of competitors developing the same or similar products and being
first to market. Finally, our failure to develop products on a timely basis
could substantially impair our ability to generate revenues and materially harm
our financial position.

We cannot predict the timing of material net cash inflows from
significant initiatives due to a number of factors including (i) availability of
financial resources required to market a new product via a partner, (ii) our
lack of experience in bringing a new product to market successfully and gaining
market share; (iii) competitors products and the nature and timing of their
marketing initiatives.

We intend to continue investing in the further development of
our drug delivery technologies and to actively seek collaborators and licensees
to accelerate the development and commercialization of products incorporating our drug delivery systems. Depending upon a
variety of factors, including collaborative arrangements, available personnel
and financial resources, we will conduct or fund clinical trials on such
products and will undertake the associated regulatory activities.

11

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Recent Developments

We have been advised by Cypress Biosciences (Cypress), our
development partner for Indaflex in the United States, that it is no longer
funding any activities for Indaflex. Despite the termination of Indaflex
activity in the United States, we continue to develop Indaflex for the Chinese
market. We are currently working with our regulatory consultants, pending
availability of stability data, in preparation for submission of a clinical
trial application with the China State Food and Drug Association (SFDA) in
order to begin human trials in China. These preparations are proceeding on
schedule.

We entered into a collaboration agreement during August 2009
with Venturepharm Group, a China based company that provides world-class
services for the biotechnology and pharmaceutical industries. Our objectives
include the adaptation of our delivery technology to improve the quality and
efficacy of pharmaceutical products selected for development in China.
Venturepharm Group agrees to provide us with lab space, manufacturing
facilities, regulatory services and distribution services all at a competitive
rate. We subsequently entered into an agreement with Venturepharm Group for the
provision of the active pharmaceutical ingredient for ARX 1088, an orally active
interferon inducer intended for the treatment of Hepatitis. We are focused on
commercializing ARX 1088 in China and South America.

We appointed Ms. Ruby Hui as the President of China Operations
through our 85% subsidiary  AlphaRx Life Sciences Ltd. during the six months
ended March 31, 2010. We have the following portfolio of short term and long
term drug candidates which we will be attempting to commercialize mainly in the
China market over the coming years. Patents or patents pending protect these
product candidates:

Product
      Name
    Dosage Form
    IndicationCHX Rinse
    Liquid
    Gum DiseaseIndaflex
    Topical Cream
    PainARX 8103
    Tablet
    PainARX2038
    Tablet
      ER
    Lipid
      ManagementARX1088
    Tablet ER
    HepatitisZysolin
    Inhalation Aerosol
    PneumoniaVansolin
    Inhalation Aerosol
    PneumoniaGAI-122
    Injectible
    Stroke


We also signed a collaboration and licensing agreement with
Riso Pharma Technology in September 2009. Under the agreement Riso Pharma
Technology will undertake development and potential commercialization of
ARX606T, which makes use of our proprietary formulation technology to deliver a
safe and well-known growth factor topically to patients with severe wounds and
ulcers.

We established a feasibility and option agreement in October
2008 with Gaia BioPharma Limited, a privately held early stage biopharmaceutical
company. We concluded formulation development on GAI-122 during August 2009.
GAI-122 is an investigational, injectable nanoemulsion of a
Mitochondria-targeted neuroprotective agent formulated with our emulsion drug
delivery technology. GAI-122 has been shown to provide significant
neuro-protection in multiple in vitro and in vivo animal studies, suggesting
that this injectable nanoemulsion formulation has the potential to treat
patients with acute ischemic stroke or to prevent postoperative delirium.

GAI-122 is proceeding to the clinical trial materials
manufacturing stage and is expected to enter clinical trials by the end of 2010.
GAI-122 is protected by 4 United States patent applications and 2 Chinese patent
applications.

12

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One of our most promising drug candidates is Zysolin that uses
an inhalable version of the drug Tobramycin (an antibiotic used to treat
Gram-negative bacteria) to treat Gram-negative pneumonia. We have completed
animal testing on Zysolin and are in the process of preparing protocols for
Phase I/II human trials. We have completed safety and efficacy testing on
Streptomycin (a drug used to treat tuberculosis) and are seeking collaborative
partner(s) to initiate human trials on this product candidate. We continue to
test formulations and conduct research on Vansolin (MRSA- pneumonia) and
Streptomycin (tuberculosis). The delivery route for all of the above product
candidates is Intravenous (I.V.) or Intratracheal (I.T.).

Overview of Results of Operations

ThreeMonthsEnded
    Mar 312010$
    Dec 312009$
    Sep 302009$
    June 302009$
    Mar 312009$
    Dec 312008$
    Sep 302008$
    June 302008$Net Sales
    48,720
    51,570
    88,815
    20,982
    164,109
    103,574
    16,326
    46,798Net Income (Loss)
    (206,078)
    (122,518)
    (208,562)
    (235,695)
    20,951 (2)
    (18,570) (2)
    (59,077)
    (294,670)Net (Income) Loss per Share (1)
    (0.01)
    (0.01)
    (0.01)
    (0.01)
    0.00
    (0.00)
    (0.01)
    (0.01)


NOTE (1) Net Loss per share on a quarterly basis does not equal
net Loss per share for the annual periods due to rounding. NOTE (2) These
amounts have been reclassified to conform to current presentation for the six
months ended March 31, 2010 and March 31, 2009. Each subsequent quarter will
also be restated accordingly at the end of each subsequent quarterly period as
required.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31,
2010, AS COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2009

The Company incurred a net loss of $328,596 for the six month
period ended March 31, 2010 as compared to a net income of $2,381 generated for
the same period a year ago, an increase of $330,977. Revenues during the six
months ended March 31, 2010 were about $167,000 less than in the previous period
and general and administrative expenses were about $137,000 higher than in
previous period. These two items were the primary cause for the increase in net
loss between periods.

Revenues

Total revenues for the six-month period ended March 31, 2010
were $100,290 as compared to $267,683 generated for the same period a year ago,
a decrease of $167,393 or about 63%. Royalty revenues were comparable year over
year at $33,319 for the six months ended March 31, 2010 as compared to $31,929
for the same period a year ago. The Company also generated licensing revenues in
the amount of $36,971 for the six months ended March 31, 2010 with no comparable
revenues for the same period a year ago. We also generated $30,000 in consulting
revenues for the six months ended March 31, 2010 as compared to $235,754 in
consulting revenues generated for the same period a year ago. We continue to
pursue revenue opportunities in all forms (consulting, royalties and license
fees).

General and Administrative Expenses

General and Administrative expenses consist primarily of
personnel costs related to general management functions, finance, office
overheads, as well as insurance costs and professional fees related to legal,
audit and tax matters.

13

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General and Administrative expenses were $262,390 for the six
month period ended March 31, 2010 as compared to $125,738 incurred for the same
period a year ago, an increase of $136,652 or about 109%. We realized a foreign
exchange loss of $38,973 during the six months ended March 31, 2010 as compared
to a foreign exchange gain of $58,551 incurred in the same period a year ago, an
increase in this expense of $97,524 between periods. We incurred travel expenses
of $41,857 during the six months ended March 31, 2010 as compared to $23,815
incurred during the same period a year ago, an increase of $18,042 or about 76%.
Increased travel to China to source out business opportunities as compared to
previous year was the primary reason for the increased travel. We incurred
$96,595 in total administrative staff costs for the six months ended March 31,
2010 as compared to $82,853 incurred in the same period a year ago, an increase
of $13,742 or about 17%. These staff costs cover President of China Operations,
President and CEO, CFO and office administrator for the Company and its
subsidiaries.

Research and Development Expenses

Research and development expenses include costs for scientific
personnel, supplies, equipment, and outsourced clinical and other research
activities.

Research and development expenses for the six months ended
March 31, 2010 were $103,029 as compared to $87,221 incurred for the same period
a year ago, an increase of $15,808 or about 18%. Staff costs including
consultants were $76,559 as compared to $66,823 incurred during the same period
a year ago, an increase of $9,736 or about 15%. This increase is due primarily
to the strengthening of the Canadian dollar between periods resulting in higher
US Dollar costs when translated. We currently have 3 full time staff. Research
efforts will again increase in the future depending on the timing and
availability of additional funds. We also seek collaborative partners in order
to obtain third party funding for certain drug candidates that show commercial
promise in exchange for commercialization rights.

Depreciation

Depreciation totalled $20,142 for the six months ended March
31, 2010 as compared to $32,344 incurred during the same period a year ago, a
decrease of $12,202 or about 38%. Our capital asset purchases were minimized
during the last two fiscal years totalling less than $17,000. Certain assets are
now fully depreciated resulting in decreasing depreciation expense. Should any
assets become permanently impaired they are written off to income as
determined.

Loss from Operations

Loss from operations were $285,271 for the six months ended
March 31, 2010 as compared to a net income of $22,380 incurred for the same
period a year ago, a deterioration of $307,651.

Interest Expense

Interest expense for the six months ended March 31, 2010 was
$42,719 as compared to interest expense of $21,974 generated during the same
period a year ago. There were approximately $790,000 in promissory notes
outstanding as of March 31, 2010 as compared to approximately $448,000 as of
March 31, 2009 leading to an increase in interest expense.

Non-Controlling interest in gain/(loss) of Consolidated
Subsidiaries

We reflected a non-controlling interest income of $606 for the
six months ended March 31, 2010 as compared to a non-controlling interest loss
of $1,975 for the same period a year ago. Non-Controlling interest represents
our minority shareholders proportionate interest in our 85% owned subsidiary 
AIH. The non-controlling interest resulted in the investment in our subsidiary
AlphaRx International Holdings Ltd. by an independent third party  New Super
Ltd. during June 2006.

14

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Net Loss

As a result of the above mentioned revenue and expense items,
we incurred a net loss of $(328,596) for the six months ended March 31, 2010 as
compared to a net income of $2,381 generated in the same period a year ago.

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2010 the Company had a working capital
deficiency of $1,294,580 as compared to a working capital deficiency of $978,820
as at September 30, 2009. The Company has also increased its stockholders
deficiency to $1,230,974 as at March 31, 2010 compared to a stockholders
deficiency of $900,583 as at September 30, 2009. We did not issue any stock
during the six months ended March 31, 2010.

We have a licensing arrangement with Andromaco, which provides
us with a small royalty stream. We entered into collaboration and licensing
agreements with Riso Pharma Technology and Venturepharm Group in recent months.
We entered into two co-development agreements during the three months ended
December 31, 2008 and we continue to seek out new arrangements. We also have
licensing arrangements with Proprius Pharmaceuticals Inc. which may provide us
with milestone payments and/or royalty streams in the future. There is no
assurance that such payments or royalty streams will materialize.

Since inception, we have financed operations principally from
the sale of Common Stock and issuance of promissory notes and expect to continue
this practice to fund our ongoing activities.

We currently do not have sufficient resources to complete the
commercialization of any of our proposed products or to carry out our entire
business strategy. Therefore, we will likely need to raise substantial
additional capital to fund our operations in the future. We cannot be certain
that any financing will be available when needed on acceptable terms or at all.
Any additional equity financings will be dilutive to our existing stockholders,
and debt financing, if available, may require additional stock to be issued
and/or involve restrictive covenants on our business.

We expect to continue to spend capital on:

1. research and development programs; 2. preclinical
studies and clinical trials; 3. regulatory processes; and 4. third party
licensees and distribution partners to manufacture and market our products for
us.

The amount of capital we may need will depend on many factors,
including:

1. the progress, timing and scope of our research and
development programs; 2. the progress, timing and scope of our preclinical
studies and clinical trials; 3. the time and cost necessary to obtain
regulatory approvals; 4. the time and cost necessary to establish or to
retain sales and marketing partners to market our products; 5. the time and
cost necessary to respond to technological and market developments; and 6.
new collaborative, licensing and other commercial relationships that we may
establish.

The inability to raise capital would have a material adverse
effect on the Company. We currently have no capital commitments other than one
leased auto and for certain research equipment.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

Certain of the information contained in this document
constitutes forward-looking statements, including but not limited to those
with respect to the future revenues, our development strategy, involve known and
unknown risks, uncertainties, and other factors which may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. Such factors
include, among others, the risks and uncertainties associated with a drug
delivery company which has not successfully commercialized our first product,
including a history of net losses, unproven technology, lack of manufacturing
experience, current and potential competitors with significant technical and
marketing resources, need for future capital and dependence on collaborative
partners and on key personnel. Additionally, we are subject to the risks and
uncertainties associated with all drug delivery companies, including compliance
with government regulations and the possibility of patent infringement
litigation, as well as those factors disclosed in our documents filed from time
to time with the United States Securities and Exchange Commission.

15

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ITEM 3. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer
and Principle Accounting Officer, we have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures, as such term
is defined in Rules 13a-15e promulgated under the Exchange Act as of the date of
this report. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer and Principal Accounting Officer have concluded that our
disclosure controls and procedures were ineffective as of the end of the period
covered by this report to provide reasonable assurance that material information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms.

Management is aware that there is a lack of segregation of
certain duties at the Company due to the small number of employees with
responsibility for general administrative and financial matters. This
constitutes a deficiency in financial reporting. However, at this time,
management has decided that considering the employees involved and the control
procedures in place, the risks associated with such lack of segregation of
duties are insignificant and the potential benefits of adding additional
employees to clearly segregate duties do not justify the additional expenses
associated with such increases. Management will periodically reevaluate this
situation. If the volume of business increases and sufficient capital is
secured, it is the Companys intention to further increase staffing to mitigate
the current lack of segregation of duties within the general, administrative and
financial functions.

Managements Report on Internal Control over Financial
Reporting

Management assessed our internal control over financial
reporting as of March 31, 2010. Management based its assessment on criteria
established in Internal Control  Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Managements
assessment included an evaluation of the design of our internal control over
financial reporting and testing of the operational effectiveness of those
controls.

Based on this assessment, management has concluded that as of
March 31, 2010, our internal control over financial reporting was ineffective to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles. We noted that there is a
lack of segregation of certain duties at the Company due to the small number of
employees with responsibility for general administrative and financial matters.
This constitutes a deficiency in financial reporting. We therefore conclude that
our disclosure controls over financial reporting were ineffective as of and for
the six months ended March 31, 2010. At this time, management has decided that
considering the employees involved and the control procedures in place, the
risks associated with such lack of segregation of duties are insignificant and
the potential benefits of adding additional employees to clearly segregate
duties do not justify the additional expenses associated with such increases.
Management will periodically re-evaluate this situation. If the volume of
business increases and sufficient capital is secured, it is the Companys
intention to further increase staffing to mitigate the current lack of
segregation of duties within the general, administrative and financial
functions.

16

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Changes in Internal Controls

Management has evaluated the effectiveness of the disclosure
controls and procedures as of March 31, 2010. Based on such evaluation,
management has concluded that the disclosure controls and procedures were
ineffective for their intended purpose described above. There were no changes to
the internal controls during the six months ended March 31, 2010 that have
materially affected or that are reasonably likely to affect the internal
controls.

Limitation on the Effectiveness of Controls

A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control weaknesses or shortfalls, if any, within a company have been detected.
Such limitations include the fact that human judgment in decision-making can be
faulty and that breakdowns in internal control can occur because of human
failures, such as simple errors or mistakes or intentional circumvention of the
established process.

Evaluation of Disclosure Controls and Procedures.

The Company's management, with
the participation of the Company's Chief Executive Officer and Chief Financial
Officer and Principle Accounting Officer, has evaluated the effectiveness of the
Company's disclosure controls and procedures as of March 31, 2010. The Company's
Chief Executive Officer and Chief Financial Officer and Principle Accounting
Officer concluded that the Company's disclosure controls and procedures are
effective for gathering, analyzing and disclosing the information the Company is
required to disclose in the reports it files under the Securities Exchange Act
of 1934, within the time periods specified in the SEC's rules and forms.

17

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PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

There are currently no legal proceedings against the Company or
any of its subsidiaries.

ITEM 2 - CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER
PURCHASES OF EQUITY SECURITIES

We did not issue nor purchase any equity securities during the
six months ended March 31, 2010 and 2009. Warrants to purchase 5,000,000 shares
of Common Stock expired on December 31, 2009. There were 92,371,192 shares of
Common Stock issued and outstanding as of December 31, 2009 and 2008 and there
would be 109,631,192 shares of Common Stock issued and outstanding if all
warrants and assigned options were exercised as of March 31, 2010. There remains
4,310,000 unassigned options as of March 31, 2010 which have been previously
approved for issuance.

We issued warrants to purchase 3,740,150 shares of common stock
at $0.085 per share as of April 12, 2010. These warrants were issued in exchange
for financial advisory services to be provided until September 30, 2010. These
warrants expire on April 11, 2015.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

N/A

ITEM 4 - OTHER INFORMATION

None.

ITEM 5 - EXHIBITS AND REPORTS ON FORM 8-K

|(i)  | EXHIBITS.                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                 
|31.1 | Certification of C.E.O.
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                        
|31.2 | Certification of C.F.O. and Principle
      Accounting Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of
      2002.
|32.1 | Certification of Michael Lee
      pursuant to Section 1350 of Chapter 63 of Title 18 United States Code.                       
|32.2 | Certification of Marcel Urbanc pursuant to
      Section 1350 of Chapter 63 of Title 18 United States Code.                     

(ii) REPORTS ON FORM 8-K

Not applicable

18

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SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

DATED: May 14, 2010

ALPHARx, INC.

By: /S/ Michael M.
LeeMichael
M. Lee, Chief Executive Officer

Directors:

By: /S/ Michael M.
Lee
Michael M. Lee, Director

By: /S/ David
Milroy
David Milroy, Director

By: /S/ Ford
Moore
Ford Moore, Director

19

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