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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

[X]   Annual Report Pursuant to Section 13
or 15(d) of the Securities and Exchange Act of 1934 for the fiscal year ended:
September 30, 2009

[  ]   Transition Report Pursuant to Section
13 or 15(d) of the Securities and Exchange Act of 1934 for the transition period
from __________to __________

Commission File Number: 000-30813

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)                                  |                                     
|                                                               
|200-168 Konrad Crescent, Markham,
      Ontario, Canada L3R 9T9
|(Address of principal executive offices)                       
|                                                               
|(905) 479-3245                                                 
|(Registrant's telephone number, including area
      code)     

|Securities registered pursuant to Section 12(b)
      of the Exchange Act:
|--------------------------------------------------------------------------
|                                                                          
|Title of Each Class                                                       
|Common Stock ($0.0001 par value)                                          

Check whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirement for the past 90
days. 
YES [X]                
NO [  ]

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and that no
disclosure will be contained, to the best of issuer's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.


[  ]

Issuer's revenues for its most recent fiscal year ended
September 30, 2009 were $ 377,480.

The aggregate market value of the issuers Common Stock (the
only class of voting stock), held by non-affiliates was approximately $8,775,263
based on the average closing bid and ask price for the Common Stock on December
1, 2009.

As of December 1, 2009 there were 92,371,192 shares outstanding
of the issuers Common Stock.

1

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EXPLANATORY NOTE

In connection with our annual report on Form 10-K for the
year ended September 30, 2009, we are filing this Amendment No. 1 to include the
following information:

1. We have amended our discussion in Item 8A Controls and
Procedures to indicate that our internal control over financial reporting was
ineffective during the period covered by this report.

2. We have modified the Exhibit 31.1 Certification of our
Chief Executive Officer to conform to the certification language as specified in
SEC rules.

3. We have modified the Exhibit 31.2 Certification of our
Chief Financial Officer to conform to the certification language as specified in
SEC rules.

With the exception of the foregoing changes, no other
information in the report on Form 10-K for the year ended September 30, 2009 has
been supplemented, updated or amended.

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ITEM 8A.

CONTROLS AND PROCEDURES

Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial 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 this report. Based upon that
evaluation, the Chief Executive Officer and Chief Financial 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.

Our internal control over financial reporting is supported by
policies and procedures that: (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect our transactions and
dispositions of our assets; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of the consolidated financial
statements in accordance with U.S. generally accepted accounting principles, and
that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the
consolidated financial statements.

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Managements Report on Internal Control over Financial Reporting

Management assessed our internal control over financial
reporting as of September 30, 2009, the end of our fiscal year. 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
September 30, 2009, 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.

This annual report does not include an attestation report of
our registered public accounting firm regarding internal control over financial
reporting. Our report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only Managements report in this Form 10-K.

Management is aware that we have a lack of segregation of
certain duties due to the small number of employees with responsibility for
general administrative and financial matters. This constitutes a deficiency in
financial controls. 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 expenses associated with such increases. Management
will periodically reevaluate this situation. If the volume of business increases
and sufficient capital is secured, it is our intention to further increase
staffing to mitigate the current lack of segregation of duties within the
general, administrative and financial functions.

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 issues, 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.

Changes in Internal Control over Financial Reporting

During the three months ended September 30, 2009, there were
no changes in our internal controls over financial reporting identified in
connection with the evaluation required by paragraph (d) of Exchange Act Rules
13a-15 or 15d-15 that was conducted during the last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

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