SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]     Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange
        Act of 1934. For the quarterly period ended: December 31, 2003

                                       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                                 98-0177440
-------------------------------         ------------------------------------
(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 February 10,
2004 was 17,020,082.

Transitional Small Business Disclosure Format. Yes [  ]  No [X]


<PAGE>

                                  ALPHARx, INC.
                                   FORM 10-QSB
                                December 31, 2003


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
----------------- ------------------------------------------------------------------------------------- -------
DESCRIPTION                                                                                             Page
----------------- ------------------------------------------------------------------------------------- -------
<S>               <C>                                                                                   <C>
Part I            Financial Information

----------------- ------------------------------------------------------------------------------------- -------
Item 1            Financial Statements                                                                  1

----------------- ------------------------------------------------------------------------------------- -------
                  Unaudited Interim Consolidated Balance Sheets as of December 31, 2003 and September   1
                  30, 2003

----------------- ------------------------------------------------------------------------------------- -------
                  Unaudited  Interim   Consolidated   Statements  of Operations  for the three
                  months ended 3 December 31, 2003 and 2002

----------------- ------------------------------------------------------------------------------------- -------
                  Unaudited Interim Consolidated Statements of Changes in Shareholders' Deficiency      4

----------------- ------------------------------------------------------------------------------------- -------
                  Unaudited Interim Consolidated  Statements of Cash Flows for the three  months
                  ended 5 December  31, 2003 and 2002

----------------- ------------------------------------------------------------------------------------- -------
                  Notes to the Financial Statements                                                     6

----------------- ------------------------------------------------------------------------------------- -------
Item II           Management's Discussion and Analysis of Financial Condition and Results of            8
                  Operations

----------------- ------------------------------------------------------------------------------------- -------
Part II           Other Information                                                                     11

----------------- ------------------------------------------------------------------------------------- -------
SIGNATURE PAGE                                                                                          12
----------------- ------------------------------------------------------------------------------------- -------
</TABLE>


<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                                  ALPHARX, INC.

                       INTERIM CONSOLIDATED BALANCE SHEETS

                 AS OF DECEMBER 31, 2003 AND SEPTEMBER 30, 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                     ASSETS
                                                           December 31,      September 30,
                                                              2003              2003
                                                            --------           --------
CURRENT ASSETS
<S>                                                         <C>                <C>
   Cash                                                     $    376           $ 24,520
   Accounts Receivable                                        26,479             27,662
   Prepaid Expenses                                            9,346              3,690
   Inventory                                                 139,307            141,905
                                                            --------           --------


     TOTAL CURRENT ASSETS                                    175,508            197,777


PROPERTY, PLANT & EQUIPMENT, at cost

         Less accumulated deprecation of $90,148             138,731
            Less accumulated depreciation of $79,097                            126,535

OTHER ASSETS

   Licensing Right                                           230,000            230,000
                                                            --------           --------

TOTAL ASSETS                                                 544,239            554,312
                                                            ========           ========
</TABLE>


See condensed notes to the consolidated financial statements


                                       1
<PAGE>

                                  ALPHARX, INC.

                       INTERIM CONSOLIDATED BALANCE SHEETS


                 AS OF DECEMBER 31, 2003 AND SEPTEMBER 30, 2003
                                   (UNAUDITED)


                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                                                     December 31,   September 30,
                                                                        2003           2003
                                                                     -----------    -----------
CURRENT LIABILITIES
<S>                                                                  <C>            <C>
   Bank Indebtedness                                                 $    23,198    $         0
   Accounts Payable and Accrued Liabilities                              354,482        254,724
   Notes Payable                                                         575,543        474,837
   Litigation Liabilities                                                 25,000         25,000
                                                                     -----------    -----------
        TOTAL CURRENT LIABILITIES                                        978,223        754,561
                                                                     -----------    -----------


SHAREHOLDERS' DEFICIENCY

Common Stock, common, $ 0.0001 par value,                                  1,692
                                                                                          1,703
   Authorized 100,000,000 shares, issued and
   outstanding 17,020,082 shares (September 30, 2003 - 16,920,082)
   Additional paid-in capital                                          4,054,029      4,024,039
   Deficit                                                            (4,489,716)    (4,225,980)
                                                                     -----------    -----------

TOTAL SHAREHOLDERS' DEFICIENCY                                          (433,984)      (200,249)
                                                                     -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                           544,239        554,312
                                                                     ===========    ===========
</TABLE>

See condensed notes to the consolidated financial statements


                                       2
<PAGE>

                                  ALPHARX, INC.

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

              FOR THE THREE MONTHS ENDING DECEMBER 31, 2003 & 2002
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       Three Months Ended      Three Months Ended
                                                        December 31, 2003       December 31, 2002
                                                        -----------------       -----------------
<S>                                                       <C>                    <C>
SALES                                                     $     47,169           $      1,854

COST OF SALES                                                   17,516                  1,463
                                                          ------------           ------------
         GROSS MARGIN                                           29,653                    391

GENERAL AND ADMINISTRATIVE EXPENSES                            270,917                157,489
RESEARCH AND DEVELOPMENT EXPENSES                               11,428                103,643
DEPRECIATION                                                    11,044                  5,973
                                                          ------------           ------------
         LOSS FROM OPERATIONS                                 (263,736)              (266,714)
                                                          ------------           ------------
OTHER INCOME AND EXPENSES
            Interest Income                                          0                      2
                                                          ------------           ------------
LOSS BEFORE INCOME TAXES                                      (263,736)              (266,712)

INCOME TAX                                                           0                      0
                                                          ------------           ------------
NET LOSS                                                      (263,736)              (266,712)
                                                          ============           ============
NET LOSS PER COMMON SHARE, BASIC & DILUTED                       (0.02)                 (0.02)
                                                          ============           ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING        16,968,995             15,561,458
                                                          ============           ============
</TABLE>


See condensed notes to the consolidated financial statements

                                       3
<PAGE>

                                 ALPHARX, INC.


    INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                            Common Stock
                            ------------                 Additional       Retained               Total
                         Number of                        Paid-in         Earnings            Shareholders'
                          Shares           Amount         Capital         (Deficit)             Equity (Deficiency)
                          ------           ------         -------          -------            -----------------------

<S>                      <C>                             <C>             <C>                 <C>
    Balance at            15,327,341        1,533         2,897,277       (2,811,383)           87,427
    September 30,
    2002

    Issuances of           1,592,741          159           846,168          846,327
    Common
    Stock

    Issuance of Stock        280,594      280,594
    Options for
    consulting services


    Net loss for the                                     (1,414,597)                        (1,414,597)
    Year ending
    September 30,
    2003

                          --------------------------------------------------------------------------------------
    Balance at            16,920,082        1,692         4,024,039       (4,225,980)         (200,249)
    September 30,
    2003

    Issuance of
    Common Stock             100,000           11            29,990         (263,736)         (233,735)
                          ----------------------------------------------------------------------------

    Balance at
    December 31,
    2003                  17,020,082        1,703         4,054,029       (4,489,716)         (433,984)
                          ----------------------------------------------------------------------------
</TABLE>



See condensed notes to the consolidated financial statements


                                      4


<PAGE>



                                 ALPHARX, INC.

                 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDING DECEMBER 31, 2003 & 2002
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                               Three Months Ended      Three Months Ended
                                                                                December 31, 2003       December 31, 2002
<S>                                                                            <C>                      <C>
                                                                                $                       $
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                                                 (263,736)               (266,712)
Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation                                                                           11,044                   5,973
    Shares issued for services rendered                                                    30,000                  92,482
        Changes in assets and liabilities:
        (Increase) decrease in inventory                                                    2,598                (12,631)
        (Increase) decrease in accounts receivable                                          1,183                   (835)
        Increase in prepaid expenses                                                       (5,656)               (10,979)
        Increase in accounts payable and accrued liabilities                               99,758                135,251
                                                                                         --------                --------
NET CASH USED IN OPERATING ACTIVITIES                                                    (124,809)               (57,451)
                                                                                         --------                --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments                                                                         0                (20,000)
Purchase of property, plant & equipment                                                   (23,239)               (14,149)
                                                                                         --------                --------
NET CASH USED IN INVESTING ACTIVITIES                                                     (23,239)               (34,149)
                                                                                         --------                --------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness                                                   23,198                 (9,202)
Issuance of notes payable                                                                 100,706                  2,844
Proceeds from issuance of common stock                                                          0                 99,004
                                                                                         --------                --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                 123,904                 92,646
                                                                                         --------                --------
NET INCREASE (DECREASE) IN CASH                                                           (24,144)                 1,046

CASH, beginning of period                                                                  24,520                      0
                                                                                         --------                --------
CASH, end of period                                                                           376                  1,046
                                                                                         --------                --------
</TABLE>

See condensed notes to the consolidated financial statements


                                      5

<PAGE>


                                 ALPHARX, INC.

             CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2003
                                  (UNAUDITED)


NOTE 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The  accompanying   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, 2004. Interim 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 8, 1997. The company is an emerging  pharmaceutical company
specializing in the formulation of therapeutic products using proprietary drug
delivery   technologies.   The  company  was  formally  known  as  LOGIC  TECH
INTERNATIONAL, INC., and had its corporate name amended during the fiscal year
of 2000.

Effective  July 1, 2003 the  Company  acquired  all of the  shares of  AlphaRx
Canada  Limited for nominal value of $1.  AlphaRx  Canada  Limited was dormant
until this time.  AlphaRx  Canada Limited was  incorporated  under the laws of
Ontario in order to streamline sales of the Company's products in the Canadian
market.  Prior to this time AlphaRx Canada  Limited had no material  assets or
any  liabilities  and was wholly owned by the  President & CEO of the Company.
The consolidated  financial  statements  reflect the activities of the Company
and of AlphaRx  Canada  Limited - its wholly  owned  subsidiary.  All material
inter-company accounts and transactions have been eliminated.

The  accompanying  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.


                                      6
<PAGE>


NOTE 3. LITIGATION LIABILITY

The  Company  is a  defendant  in a lawsuit  filed by a  prospective  investor
alleging  breach of  contract,  which seeks  damages  totalling  $25,000.  The
Company believes the suit is without merit;  however, to remain  conservative,
the entire claim has been accrued in the financial statements.


NOTE 4.  BANK INDEBTEDNESS

The  Company  has  available  credit  facilities  up to a maximum  of  $23,000
($30,000  Canadian),  which bears  interest at the bank's prime rate plus 3.5%
and is guaranteed by a shareholder/director.



                                      7
<PAGE>


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

The following  discussion and analysis should be read in conjunction  with the
Financial  Statements,  including  the Notes  thereto,  appearing in this Form
10-QSB.  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  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
G.I.  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.   Our  primary  activities  since
inception (August 7, 1997) have been, in addition to research and development,
establishing our offices and research facilities, recruiting personnel, filing
patent  applications,  developing  a business  strategy  and raising  capital.
During  2003 we also  started to focus on  commercialization  of our  products
commencing with Flexogan in the Canadian market.

We acquired the  world-wide  exclusive  commercialization  rights of VT-1 from
Select  Therapeutics  Inc.  in January  2003.  Given our recent  success  with
Flexogan,  Indoflex and our new focus on drug  delivery  products and plans to
evolve into a sales and marketing organization,  we have decided VT1 no longer
meets our strategic objective and the VT1 program has been terminated.

We have launched Flexogan, a series of over-the-counter topical analgesics, in
Canada in August  2003.  We expect  Flexogan  to incur  significant  marketing
expenditures  in 2004 in order to  support  national  sales  in  Canada  and a
pre-launch in U.S.

We signed a  licensing  agreement  with  Andromaco  Inc in August 2003 for the
commercialization  of our lead  pharmaceutical  products "Indoflex" in Mexico.
The Company  will  receive  royalties  from  product  sales.  We do not expect
marketing  approval from the Mexican health authority until the 4th quarter of
2004.

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.


                                      8
<PAGE>


RESULTS OF OPERATIONS

Gross Revenue

Gross  revenue for the three  months  ended  December  31, 2003  increased  to
$47,169 from  $1,854for  the  comparable  period ended  December 31, 2002,  an
increase of 2,444%. The significant increase is attributable to our commercial
sale of the  Flexogan  products.  The gross margin on the sale of our Flexogan
products was $29,653 for the three months ended  December 31, 2003 as compared
to $391 for the comparable three months ended December 31, 2002.

Net Losses

Net losses for the three months ended  December 31, 2003 decreased to $263,736
from $266,712 for the comparable period ended December 31, 2002, a decrease of
1%.  This  decrease  in net losses is  principally  attributed  to decrease in
research & development expenses.

Expenses

General and  administrative  expenses  consist  primarily of  personnel  costs
related  to  general  management  functions,  finance,  marketing,   inventory
logistics as well as insurance costs and  professional  fees related to legal,
audit and tax  matters.  General  and  administrative  expenses  for the three
months ended  December 31, 2003  increased to $270,917  from  $157,489 for the
comparable period ended December 31, 2002, an increase of 72%. The increase in
general and  administrative  expenses  was due to higher  finance  charges and
professional   fees  paid  to   consultants.   We  expect  that   general  and
administrative expense will increase moderately over the near term.

Research and  development  expenses  include costs for  scientific  personnel,
supplies,  equipment,  outsourced  clinical  and  other  research  activities,
consultants, patent filings, depreciation,  utilities, administrative expenses
and an allocation of corporate costs.

Research and development expenses for the three months ended December 31, 2003
decreased to $11,428 from $103,643 for the  comparable  period ended  December
31, 2002, a decrease of 89%. The decrease in research and development expenses
was primarily  due to a voluntary  consulting  fee  reduction  accepted by all
scientific officers.

LIQUIDITY AND CAPITAL RESOURCES

As of  December  31,  2003 the Company  had a working  capital  deficiency  of
$802,715 compared to $556,784 at September 30, 2003.

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


                                      9
<PAGE>


We   currently   do  not   have   sufficient   resources   to   complete   the
commercialization of manyof our proposed products or to carry out our business
strategy.  Therefore,  we will  likely  need to raise  substantial  additional
capital to fund our  operations  sometime in the future.  We cannot be certain
that any  financing  will be available  when  needed.  Any  additional  equity
financings may be dilutive to our existing  shareholders,  and debt financing,
if available, may 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. establishment of our own pilot scale manufacturing and marketing
capabilities or a search for third party manufacturers and marketing 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  our own  sales  and  marketing
capabilities or to seek marketing partners to market our products for us;
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 the payment of rent
on our facilities lease.

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
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.


                                      10
<PAGE>


PART II: OTHER INFORMATION

                           ITEM 1 - LEGAL PROCEEDINGS

Farhad Walji vs. AlphaRx, Inc. and AlphaRx Canada Limited filed in the Supreme
Court of British  Columbia on August 23, 2002.  Farhad Walji has filed a claim
asking for $25,000 plus interest for allegedly providing $20,000 pursuant to a
subscription  agreement  to  purchase  common  shares of  AlphaRx's  stock and
damages resulting from lost opportunity.  The Company has denied any liability
in this case and is currently  defending this action vigorously.  Nonetheless,
the value of the entire claim has been accrued in our financial  statements as
a contingent liability.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended  December 31, 2003,  the Company  issued  50,000
common   shares  to  Equitilink   LLC  for  public   relations  and  corporate
communication  services  under  Regulation S for a total value of $15,000 that
were not registered under the Securities Act of 1933, as amended.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS.

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

(b) REPORTS ON FORM 8-K

On November 10, 2003, we filed a Current  Report on Form 8-K with respect to the
resignation of Andrew Malion and Michael Faye as the Company's directors.



                                      11
<PAGE>


                                  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: February 10, 2004


                                              ALPHARx, INC.

                                             By:    /s/ Michael M. Lee
                                                -------------------------------
                                             Michael M.  Lee, Chief Executive
                                             Officer


         Pursuant to the requirements of the Securities  Exchange Act of 1934,
this  report  has been  signed  by the  following  persons  on  behalf  of the
registrant, in the capacities, and on the dates, indicated.

DATED: February 10, 2004

                                     Directors:


                                                 /s/ Michael M. Lee
                                                -------------------------
                                                Michael M.  Lee, Director


                                                  /s/ David Milroy
                                                -------------------------
                                                David Milroy, Director


                                                  /s/ Ford Moore
                                                -------------------------
                                                Ford Moore, Director




                                      12