UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   -----------
                                   FORM 10-KSB
(Mark  One)
      X         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended December 31, 2005

                         or

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

                For the transition period from    to

                         Commission file number 0-25631


                                 ALPHATRADE.COM
                  --------------------------------------------
                 (Name of small business issuer in its charter)

                     Nevada                            98-0211652
         ---------------------------       ----------------------------------
        (State or other jurisdiction      (I.R.S. Employer Identification No.)
       of incorporation or organization)

                               Suite 1322
                        1111 West Georgia Street
                          Vancouver, BC Canada          V6E 4M3
                 -------------------------------------  --------
               (Address of principal executive office) (zip code)

                                  (604)681-7503
                  ---------------------------------------------
                 (Issuer's telephone number including area code)

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

  Securities registered pursuant to Section 12 (g) of the Act:
  Common Shares, $0.001 par value














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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that 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 ___

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10- KSB or any amendment to
this Form 10-KSB.

The Issuer's revenue for its most recent fiscal year is $3,019,881.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within 60 days:

As of March 15, 2006, the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant was approximately $4,798,505
based on approximately 14,540,925 shares held by non affiliates at a price of
$0.33.

The number of shares of common stock outstanding as of January 10, 2006 was
30,218,865.

Documents incorporated by reference: A description of "Documents Incorporated by
Reference" is contained in Part III, Item 14.




























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                                 ALPHATRADE.COM
                            FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS
                                                                       Page No.
                                                                       --------
                                     PART I
Item 1.  Description of Business.....................................      4
Item 2.  Description of Properties...................................     14
Item 3.  Legal Proceedings...........................................     14
Item 4.  Submission of Matters to a Vote of Security Holders.........     15

                                     PART II
Item 5.  Market for Common Equity and Related Stockholder Matters....     15
Item 6.  Management's Discussion and Analysis or plan of Operations..     16


Item 7.  Financial Statements                                             21
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure....................................     21
Item 8A. Controls and Procedures.....................................     22

                                    PART III
Item 9.  Directors and Executive Officers, Promoters and Control Persons:
         Compliance with Section 16(a) of the Exchange Act...........     22
Item 10. Executive Compensation......................................     24
Item 11. Security Ownership of Certain Beneficial Owners and
         Management..................................................     26
Item 12. Certain Relationships and Related Transactions..............     27

Item 13. Exhibits, and Reports on Form 8-K...........................     27
Item 14. Principal Accountant Fees and Services......................     29

         Signatures..................................................     55
























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ITEM 1.   DESCRIPTION OF BUSINESS

Forward-Looking and Cautionary Statements

This report contains certain forward-looking statements. These statements relate
to future events or our future financial performance and involve known and
unknown risks and uncertainties. These factors may cause our company's, or our
industry's actual results, levels of activity, performance or achievements to be
materially different from those expressed or implied by the forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as "may," "will" "should," "expects," "intends," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," "continue," or
the negative of these terms or other comparable terminology.

These statements are only predictions. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.

History

AlphaTrade.com was originally incorporated in the State of Nevada on June 6,
1995 as Sierra Gold Development Corp. The name was changed to Honor One
Corporation on October 29, 1998. On January 6, 2001 the name was changed to
AlphaTrade.com. On September 2001, Alphatrade.com was listed on the Frankfurt
Stock Exchange under the symbol TDR. On January 14, 2002 we changed our symbol
to APTD after effecting a reverse split on a 1 for 50 basis. Unless otherwise
indicated, share amounts set forth herein have been adjusted to reflect past
stock splits.

Overview:

AlphaTrade.com is a global provider of real time financial information designed
for use by professional, institutional and individual investors. AlphaTrade's
flagship product, E-Gate, is a cost-effective and comprehensive stock quote
service that provides real time market data for all North American Exchanges and
the London Stock Exchange.

In 2005, AlphaTrade spent a substantial amount of time and development producing
new products so AlphaTrade's revenue model could be enhanced. We went from one
product- E-Gate - to five products without incurring any additional costs for
new data feeds. Substantially, the same financial data feeds are now used to
generate revenue from 4 additional product sources. Jupiter is our wireless
version of the E-Gate product. Jupiter provides users with access to all of
their financial information over a PDA like Blackberry, Trio or O2 and most
smart phones. E-Trax tools are customizable, multi-channel modules that can be
integrated into a web site in minutes. E-Trax tools include an array of
individual modules including snap quotes, charts, watch list, SEC filings, most
actives, news and options. The E-Trax tools are invaluable for any website for
publicly traded companies, for any financial sites or any website that wants to
add some financial content such as newspapers, radio, magazines that have an
online presence as well. AlphaTradeFN (AlphaTrade Financial Network) was
developed to provide investors and shareholders of publicly traded companies
free access to high quality financial information with which to conduct some due
diligence on their own. The site offers free delayed stock quotes, stock market
news, personal finance information, currency converters and much more. In

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addition, AlphaTrade developed a unique and very targeted long-term advertising
program - when companies advertise with us their advertisement is professional
and detailed and is available for viewing 30 days at a time with numerous
exposure times during the day.

AlphaTrade's customer base is getting more diverse. In 2005 we increased the
global nature of our subscriber base - we now have clients from 54 countries
around the world. In addition, by adding these new products we have been able to
diversify our client base to include more professionals and more corporate
clients.

We believe our new products will gain acceptance rapidly. Since quality of data
is of prime importance to us when developing new products, we are confident that
these products will become a significant revenue source during 2006 and beyond.
Our advertising program is without competition in the industry - many companies
provide online advertising but the type of exposure offered by the AlphaTrade
sponsorship program is unmatched in terms of duration of the advertisement on a
daily basis and the exposure to the exact targeted market.

Business Development

AlphaTrade continually seeks to expand their market share by producing new
products to assist their client base in making investment decisions by having
access to the highest quality financial information at all times. AlphaTrade
devoted 2005 to building new products so as to expand the potential revenue
sources without incurring any further costs for data sources thereby creating
the opportunity for greater profit by enabling us to substantially expand our
potential customer base. Although our revenue for 2005 is greater than the
revenue in 2004, the revenue growth was slower than expected due to the
management decision to focus our time and efforts into the creation of these new
product lines. We believe these new products have the potential to produce
revenue growth that will far surpass anything we could have done with just one
product line. In addition, we wanted to have a product line that would provide
greater access and more acceptance to an international client base.

We also developed two specific due diligence products for our E-Gate subscribers
that are crucial to assisting in investment decisions. Our fundamental products
are essential tools necessary to delve into a chosen company's credentials,
financials and corporate history. They contain a range of sub-categorized tools,
also pioneered by AlphaTrade; including company profiles, business descriptions,
industry classifications and share statistics information. For those investors
who want to understand how profitable a company is and how effective the
management team is at running the company, our fundamental product is now
providing profitability measures such as gross margins, EBIT and profit margins
and management effectiveness measures such as return on equity, return on
capital and return on assets.

Our fundamental screener is a due diligence product developed specifically for
use by our E-Gate subscribers. The screener went through intensive R&D and was
released in November 2005. It utilizes a searcher's individual and specific
screening criteria regardless of how abstract or general it may be. The screener
will instantly sift through every major North American listed stock and provide
a detailed list with the results. Investors can now determine which companies
have the exact criteria for their investing style. The screener deciphers
through over 13,000 listed stock companies in a flash and delivers accurate and
thorough results that fit the searcher's parameters.

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The fundamental comparator is a tool that allows an investor an avenue to
utilize fundamental data interactively and comparatively by selecting stocks for
side-by-side analysis. This means that E-Gate subscribers can instantly evaluate
multiple companies and their investment merits by viewing specified financial
data of the companies simultaneously. Regardless of stock value, industry, or
which stock market the selected stocks are listed on, the financial comparator
charts details in a time efficient and comprehensive manner.

Both the screener and the comparator can work concurrently, allowing a search
for desirable stocks within their criteria, before sending the results for
side-by-side financial/ non-financial comparison.

AlphaTrade's product line

   o        E-Gate

At the core of AlphaTrade is E-Gate; our multi-lingual, user-friendly suite of
financial applications available online for $17.00* per month (*exchange fees
are additional). E-Gate is our flagship product and exemplifies AlphaTrade's
ability to create state of the art products that are technologically advanced.
Subscribers can access E-Gate from anywhere in the world with any type of
Internet connection. AlphaTrade provides every subscriber with the same
institutional grade financial data that professionals have access to and in
fact, often it is much more comprehensive than used by professionals.

   o        E-Trax

E-Trax is a set of fully customizable multi-channel modules that can be
integrated into a business or personal website within minutes, thus a company
can provide their own clients delayed financial information and stock quotes
immediately and at an attractive price point. E-Trax contains complete and
diverse financial content and is built using high performance and superior
technology. The market for E-Trax modules is growing and is considered entirely
a global market

   o        Jupiter

Jupiter is a multi-lingual, financial application for wireless devices, which
allows users access to all of their financial information over a number of PDAs
and smart phones, including RIM BlackBerry, Nokia, Palm OS, Window CE devices
and Symbian OS (Sony Ericsson).

Through Jupiter, investors can manage their portfolio no matter where they are
in the world. The added bonus is that Jupiter is as much as three times faster
loading than any competition in the wireless arena.

Jupiter is customizable in three portfolio views with multi-lingual capabilities
including English, French, Spanish, German, Italian and Portuguese.

 AlphaTradeFN

Launched in November 2005, AlphaTrade Financial Network (www.alphatradefn.com)
is a free Web site designed to provide investors with high quality stock market
data, global news and comprehensive financial information. Intended to help
users find stock market information easily and intuitively, AlphaTradeFN
features quotes, options, comparison charts, foreign exchange, and market
summaries.
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The Web site also provides background information on featured public companies
and the latest business news and media releases that impact investments.

AlphaTradeFN is organized into sections including Home, Markets, Quotes & Data,
and News.

     o   The homepage includes graphical snapshots of the DOW, NASDAQ, S&P,
         Russell and TSX indices, business news headlines, featured companies,
         recently queried symbols, and sponsored links.

     o   Markets enable users to look up specific companies, track market movers
         and access foreign exchange rates and a currency converter.

     o   Quotes & Data provides quotes, charts, historical data, headlines,
         company profiles, SEC filings, balance sheets, income statements and
         cash flow tracking.

     o   News tracks multiple newswire services and provides news by company,
         topic, or industry in addition to a facility to search news by keyword.

     o   AlphaTradeFN is available at www.AlphaTradeFN.com. The site is free to
         all users and AlphaTrade does sell advertising on this site as well.


Industry Overview

Web based Stock Market Data is becoming mandatory

The market for web-based applications of any kind is exploding and becoming
accepted as the norm. There is no other way of keeping up with technological
advances unless you use applications that are web-based and utilize server side
technology. Within the financial industry it is the retail sector that is
leading the way and embracing products that are new and innovative.

The Internet has created a unique marketing opportunity, which is an open forum
where price and features are critical to the buying decision. Consumers want to
have the best product for the best possible price and all they have to do is
"google" anything to find out what the competitors are charging. Currently,
customer demand for a cost-effective, professional grade stock quote service is
flourishing and expected to continue at a fast pace.

Internet based stock quote services are user friendly, easily accessed and
generally less expensive. The Internet revolution is firmly entrenched in our
society and it is our belief that it will continue to gain momentum and
ultimately will dominate the industry. We also believe that the wireless market
will become a major force throughout the world as people become more mobile and
choose where they are going to work and when.

The primary advantages of a web based delivery of stock market data are the
reduced cost, instant accessibility, greater convenience and overall ease of
use. When individuals switch to E-Gate by signing-up online, the account is
accessed instantly and the cost works out to be less than 50 cents per day. In
addition, the quality of the digitally transmitted data is not compromised in
any way with respect to latency or accuracy of the data.



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Our Business

AlphaTrade has transformed itself into a marketing and advertising company that
targets the financial market place. At our core, we provide real-time financial
market data, fundamental research, news and charting to professional,
institutional and individual investors via the Internet through our E-Gate
service. We amalgamate data from a variety of sources and build applications
that investors and professionals use to make their investment decisions. Most
people access this service between 8-12 hours per day.

The E-Gate product has become widely accepted and we were not interested in
being classified as a financial data delivery company. We believe that market is
slow growing and unexciting. So AlphaTrade directed its effort and development
acumen towards developing technological breakthrough products that would
compliment the existing product and allow us to generate more revenue without
incurring additional costs.

Research clearly indicates that the retail/individual market embraces new
technology faster than the professional market. In addition the professional
market is getting smaller, is usually locked into long-term contractual
agreements with competitors, and are content to stick with the `old way of doing
things'. The retail market is expanding, readily accepts and embraces
technological advances and is not interested in long term agreements for
anything.

With this in mind, AlphaTrade strengthened its financial situation by adding
additional product lines that include Jupiter- the real-time, multilingual
wireless application, E-Trax- delayed stock information modules for corporate
websites, AlphaTradeFN - a free website noted for high quality information to
conduct some due diligence before making investments and our advertising
program.

Our business growth now has the ability to grow at a much faster rate and our
advertising business is expanding rapidly. We find that due to our financial
product domination, the demographics of our database is of wide interest to a
variety of companies. As our subscribers to our financial service products
expand, the cost of our advertising program will also increase.

AlphaTrade's business model is to constantly increase the number of subscribers
to our E-Gate and Jupiter products, to increase the number of site visitations
to www.alphatradefn.com , expand the number of E-Trax sites that link back to
   --------------------
AlphatradeFN and this will allow a greater range of advertising possibilities
for companies interested in targeting pro-active investors. Thus, we concentrate
on building our subscriber base in order to provide continued effective and
greater reach to our advertising clients.

Advertising opportunities with AlphaTrade include:

     o   Login Page Advertising: Our Login Page is visited by all our E-Gate
         subscribers who typically access their accounts every day for real-time
         stock market information. The login page offers an opportunity to
         present a headline advertisement and a direct link to a corporate
         website.


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     o   Email: AlphaTrade will send an email correspondence - full page with
         graphics, web-links and company info.
     o   Sponsorship Page: This program includes a customized, full page
         advertisement that loads every time our E-Gate subscribers log into
         their accounts. This advertisement is open as our E-Gate menu loads. As
         part of this package, an advertiser's corporate logo is a permanent
         part of our E-Gate menu for the advertising period. This means our
         subscribers will be exposed to a company's brand for the length of time
         they have our service open, which is typically 8-12 hours during the
         trading day. The advertiser's logo also contains a direct link to their
         site.

Advertising opportunities with AlphaTradeFN.com include:
     o   Banner Advertisements on Home Page: Banner advertisements are embedded
         within the central core of the page.
     o   Financially driven Banner Ads: These banner advertisements are found
         horizontally at the top of each page and are dependent on topics.
     o   Banner Ads within the News Stories: These banners are displayed on a
         rotating basis inside each and every news item published.
     o   Featured Company: As a Featured Company, the advertisers public
         company's logo and company description will appear on our
         Home Page and also in our 'Company in Spotlight' section.

AlphaTrade has designed all of their products to be user friendly and self
directive - meaning all subscribers will innately understand the operating
procedures.

Customers : Our customers consist principally of brokerage firms who want a
stock quote service for their brokers and for their clients, retail people who
are investing for themselves, corporate websites wanting to add financial
content to their site, active traders, day traders, hedge funds, money managers,
banks, insurance companies, online newspapers, online radio stations, public and
investor relations companies.

Sales and Marketing

AlphaTrade has dramatically enhanced the revenue potential of the company by
adding more products that will appeal to a larger group of potential subscribers
and more international business. In 2004, we had one product to market - E-Gate,
and our main client base was from the United States. By the end of 2005, we have
5 products all related in some fashion to the financial industry therefore we
did not incur any additional costs for new feeds. These five products greatly
expand our ability to attract larger numbers of subscribers, it provides us the
opportunity to bundle packages of products to entice new sales and it definitely
opens up more international markets.

AlphaTrade's past marketing efforts focused on customizing and private labeling
the E-Gate applications for online sites that have a demographic similar to
AlphaTrade's target market. Our marketing efforts for 2006 and beyond is to
market a number of products to the same people which means the amount of revenue
generated from each potential and existing client far surpasses anything we
could have done in the past with only one product.

Marketing strategies


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Currently, the dominant number of customers is still from the United States.
However we have customers in over 54 countries and the percentage of United
States clients is gradually getting smaller as our International business
expands. We believe our new product mix will ensure strong growth for 2006 and
beyond. Our target is to continue to gain market share for our E-gate products,
to extend our industry leadership and improve our financial performance.

We will continue to position all of our products as high-quality, feature-rich,
user-friendly and cost-effective. We believe our products are best in-class and
well positioned to meet the needs of existing and future clients. We will
continue to develop new products and new capabilities that are at the forefront
of the industry. Our marketing mandate is to attract and keep customers by
providing the highest quality products and the best customer service for the
most cost effective price.

AlphaTrade is actively seeking strategic alliances, acquisitions, and
partnership opportunities that would assist us in advancing our business faster.
The financial and marketing industries are not known for the ability to embrace
new technology quickly however, we believe our product mix will allow for all
types of new clients - those that slowly embrace new technology and those that
love all things new.

AlphaTrade is proving that they have a good understanding of how the internet is
changing business and we do believe we have the management capability to fast
track our profitability, our revenue and our development of new products.

AlphaTrade's primary focus is revenue generation and profitability. Throughout
calendar 2005, we devoted time, money and man hours to expanding AlphaTrade's
products and services so as to ensure our ability to generate revenue is solid
and that we had a variety of new markets with which to market our new products.

Employees

We currently retain, through contracts with corporations, the services of two
executive officers on a full time basis. In addition, through a Canadian
management company, we employ sixteen employees/contractors consisting of seven
programmers/technical staff, six sales/marketing personnel, and three customer
service/administration staff. Our employees are not members of any union, nor
have we entered into any collective bargaining agreements. We believe that our
relationship with our employees is good. We may retain additional
employees/contractors in the next year to handle anticipated growth.

Company Risk Factors

There are many competitors in the data feed industry. We expect competition to
continue and intensify in the future. We also face competition from discount and
full service brokerage firms that provide similar proprietary services to their
own customer bases.

Our limited operating history makes it difficult to evaluate our business and
prospects. We commenced operations in January 2001 and have conducted limited
business operations since that time. As a result of our short operating history,
we have only limited financial data and business information with which to
evaluate our business strategies, past performance and an investment in our
common stock.

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We have a history of losses and anticipate future losses. In 2005 our revenues
grew by 57% over 2004, however we may not achieve or subsequently maintain
profitability if anticipated growth in revenues occurs more slowly than we
expect, or our expenses increase for new and unforeseen expenses. We also have
experienced operating losses in each quarterly and annual period. As of December
31, 2005, our accumulated deficit was approximately $26 million.

Accordingly, we will need to generate significant revenues to achieve and
sustain profitability. If we do achieve profitability, we may be unable to
sustain or increase profitability on a quarterly or annual basis. Any of these
factors could cause our stock price to decline.

Additional share issuances could be dilutive. If we do not generate necessary
cash from our operations to finance our future business, we will need to raise
additional funds through public or private financing opportunities. Selling
additional stock could dilute the equity interests of our stockholders.

The market may not continue to accept E-Gate. We generate a large portion of our
revenue from subscribers who pay monthly for the E-Gate service. We do expect
E-Gate will continue to account for a significant portion of our revenue for
fiscal 2006. We also anticipate that in 2006 advertising program will generate a
larger percentage of our revenue. Our future financial performance will depend
on increasing acceptance of our current products and on the successful
development, introduction and customer acceptance of new products and services.

As our subscriber base increases, the amount of revenue from advertising
is expected to increase and the amount we can charge for advertising increases
because the specific demographics of our subscribers is highly attractive for
many companies. If we are unable to continue to generate sufficient revenues
from our new products, our business may be adversely affected and the price of
our stock may decline.

Outside factors may influence our business development. We expect to experience
significant fluctuations in our future results of operations due to a variety of
factors, many of which are outside of our control, including:

         *     demand for and market acceptance of our products and services;

         *     our efforts to expand into international markets;

         *     introduction of products and services or enhancements by us and
               our competitors;

         *     competitive factors that affect our pricing;

         *     the mix of products and services we sell;

         *     the timing and magnitude of our capital expenditures, including
               costs relating to the expansion of our operations;

         *     hiring and retention of key personnel;

         *     changes in generally accepted accounting policies, especially
               those related to the recognition of subscription revenue; and

         *     new government legislation or regulation.

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Any of the above factors could have a negative effect on our business and on the
price of our stock.

If we lose key personnel, we may be unable to successfully operate our business.

We depend on the continued contributions of our executive officers and other
technical and marketing personnel to work effectively as a team, to execute our
business strategy and to manage our business. The loss of key personnel or their
failure to work effectively could have a material adverse effect on our
business, financial condition and results of operations.

If we are unable to attract and retain additional qualified personnel, our
future business may suffer. Our business strategy requires us to attract and
retain additional qualified technical and marketing personnel. We may experience
difficulty in recruiting qualified personnel, which is an intensely competitive
and time consuming process. We may not be able to attract and retain the
necessary personnel to accomplish our business objectives as our business
develops and grows. Accordingly, we may experience constraints that will
adversely affect our ability to satisfy future customer demand in a timely
fashion or to support our customers and operations. This could cause an adverse
effect on our business, financial condition and results of operations.

Our limited ability to protect our intellectual property may prevent us from
retaining our competitive advantage. Our future success and our ability to
compete are dependent, in part, upon our proprietary technology. Taken as a
whole, we believe our intellectual property rights are significant and any
failure to adequately protect our proprietary rights could result in our
competitors offering similar products, potentially resulting in loss of a
competitive advantage and decreased revenues. In addition, the laws of many
foreign countries do not protect our intellectual property to the same extent as
the laws of the United States. Also, it may be possible for unauthorized third
parties to copy or reverse engineer aspects of our products, develop similar
technology independently or otherwise obtain and use information that we regard
as proprietary. Furthermore, policing the unauthorized use of our products is
difficult.

We principally rely upon contractual restrictions to protect our technology. Our
contracts may not provide significant commercial protection or advantage to us,
and the measures we take to maintain the confidentiality of our trade secrets
may be ineffective. If we are unable to effectively protect our technology, our
competitors may be able to copy important aspects of our products or product
message, which could undermine the relative appeal of our products to customers
and thus could reduce our future sales.

Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets or patents that we may obtain, or to
determine the validity and scope of the proprietary rights of others. Such
litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on our future operating results.

Reliance on third party providers

Our future success depends upon our ability to aggregate and deliver compelling
financial content over the Internet. We rely heavily on third party content
providers, namely Reuters Information Ltd., Acquire Media Corporation and

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Hemscott, Inc. Currently we have a one year contract with Reuters which calls
for monthly payments of $34,500, a one year contract with Acquire Media
Corporation which calls for monthly payments of $4,500 and a yearly contract
with Hemscott, Inc. which calls for monthly payments of $5,000. All of the
aforementioned contracts provide for automatic renewal unless both parties
negotiate otherwise or unless the provider is unable to deliver the feed.
Although there are many competitors to these feed suppliers and if necessary a
new contract could be negotiated, a temporary disruption in these feed suppliers
could have a negative effect on our business. We also have contracts with
various stock exchanges including the Pink Sheets, the New York and Toronto
exchanges and now the London Stock Exchange effective December, 2005. We supply
this exchange data to our customers on a reimbursed basis. The loss of our data
feeds from the exchanges would seriously damage our customer relations and
likely result in a loss of customers.

Going Concern Issue

Our independent auditors have expressed a going concern issue. Our ability to
continue as a going concern is dependant upon our ability to achieve a
profitable level of operations. We will need, among other things, additional
capital resources. Management's plans include concentrating its efforts on
increasing our subscriber base and increase our advertising revenues. We are
also exploring the possibility of acquiring companies that are synergistic with
our existing business. However, management cannot provide any assurances that we
will be successful in accomplishing any of its plans.

Risks relating to ownership of our common stock

The price of our common stock is extremely volatile and investors may not be
able to sell their shares at or above their purchase price, or at all.

Our stock is presently traded on the OTC Bulletin Board, although there is no
assurance that a viable market will continue. The price of our common stock
in the public market is highly volatile and may fluctuate substantially because
of:

         *     actual or anticipated fluctuations in our operating results;
         *     changes in or failure to meet market expectations;
         *     conditions and trends in the financial data and content provider
               industry; and
         *     fluctuations in stock market price and volume, which are
               particularly common among securities of technology companies,
               particularly new start-up companies.

We do not intend to pay dividends

To date, we have never declared or paid any cash dividends on shares of our
common stock. We currently intend to retain our future earnings for growth and
development of our business and, therefore, we do not anticipate paying any
dividends in the foreseeable future.

Possible "Penny Stock" Regulation

Trading of our common stock on the OTC Bulletin Board may be subject to certain
provisions of the Securities Exchange Act of 1934, commonly referred to as the

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"penny stock" rule. A penny stock is generally defined to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions.  If our stock is deemed to be a penny stock, trading in our stock
will be subject to additional sales practice requirements on broker-dealers.

These may require a broker dealer to:

         *     make a special suitability determination for purchasers of penny
               stocks;

         *     receive the purchaser's written consent to the transaction prior
               to the purchase; and

         *     deliver to a prospective purchaser of a penny stock, prior to the
               first transaction, a risk disclosure document relating to the
               penny stock market.

Consequently, penny stock rules may restrict the ability of broker-dealers to
trade and/or maintain a market in our common stock. Also, many prospective
investors may not want to get involved with the additional administrative
requirements, which may have a material adverse effect on the trading of our
shares.

ITEM 2.   DESCRIPTION OF PROPERTY

Our executive offices are located in Vancouver, B.C., Canada in a 4,500 square
foot facility. AlphaTrade has a month-to-month sub-lease at a current monthly
rent of $9,000. The lease expires in February, 2007. During 2003, AlphaTrade
moved our server farm to a high-speed infrastructure co-location in British
Columbia to ensure our support coverage was manned 24/7/365. We do not own any
real estate.

ITEM 3.   LEGAL PROCEEDINGS

The Company is the defendant in litigation pending in the Supreme Court of
British Columbia, Canada. This action was filed on December 23, 2003 and is
between Zacks Investment Services Inc. as Plaintiff and AlphaTrade.com as
Defendant. The case number is S036907.

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

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

We are subject to potential liability under contractual and other matters and
various claims and legal actions which may be asserted. These matters arise in
the ordinary course and conduct of our business. While the outcome of the
potential claims and legal actions against us cannot be forecast with certainty,
we believe that such matters should not result in any liability which would have
a material adverse effect on our business.

                                       14

<PAGE>

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

There were no matters submitted to a vote of security holders during the fiscal
year ended December 31, 2005.

                                     PART II


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

Market Information

Currently, our common stock is traded over-the-counter and quoted on the OTC
Bulletin Board under the symbol "APTD" and is also traded on the Frankfurt Stock
Exchange under the symbol "TDR". The high and low bid prices for the Common
Stock as reported by our content provider, Reuters Information Ltd. are listed
below. The prices in the table reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

2005 Quarterly Information
                                                     High              Low

First                                                0.39              0.21
Second                                               0.48              0.25
Third                                                0.48              0.21
Fourth                                               0.46              0.31

2004 Quarterly Information
                                                     High              Low

First                                                1.01              0.54
Second                                               0.50              0.40
Third                                                0.48              0.27
Fourth                                               0.34              0.21

As of December 31, 2005 there were 220 stockholder of record of our common
stock. This does not include an indeterminate number of shareholders who may
hold their shares in "street name".

Dividends

We have never declared any cash dividends and do not anticipate paying such
dividends in the near future. We anticipate future earnings, if any, to be
retained for use in our business. Any future determination to pay cash dividends
will be at the discretion of the Board of Directors and will be dependent upon
our results of operations, financial conditions, contractual restrictions, and
other factors deemed relevant by the Board of Directors. We are under no
contractual restrictions in declaring or paying dividends to our common or
preferred shareholders.

The future sale of presently outstanding "unregistered" and "restricted" common
stock by present members of management and persons who own more than 5% of our
outstanding voting securities may have an adverse effect on the trading market
for our shares.


                                       15

<PAGE>

All common shares and preferred shares rank equally for the payment of
dividends. If a dividend were to be paid all issued shares would be eligible.

Recent Sales of "Unregistered" Securities

The following unregistered securities have been issued since January 1, 2005 and
are previously disclosed in our Form 10-QSB's unless otherwise noted:

                                               Valued
Date              No. of Shares     Title        At     Reason

January 10/05       2,000,000      Common       $0.22   Private Placement
March 4/05            125,000      Common       $0.30   Services
March 4/05          1,000,000      Common       $0.30   Private Placement
March 21/05            15,000      Common       $0.37   Services
May   2/05            100,000      Common       $0.40   Private Placement
September 1/05         50,000      Common       $0.44   Charitable contributions
September 1/05      1,000,000      Common       $0.37   Services
October 3/05            4,000      Common       $0.46   Services
October 26/05         431,000      Common       $0.35   Services
November 28/05         12,000      Common       $0.37   Services
November 28/05         33,000      Common       $0.25   Services
December 13/05      1,160,000      Common       $0.315  Services
December 15/05        312,500      Common       $0.315  Services

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

ITEM 6.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF OPERATIONS

Results of Operations. During the fiscal year ended December 31, 2005, we saw
revenue increase every quarter. Total revenues for fiscal 2005 were $3,019,881
which is a 57% increase over fiscal 2004 sales of $1,918,756. The increase in
revenue is primarily attributable to subscriber acceptance of the E-Gate
product. Our E-Gate sales have increased because of the word of mouth
recommendation from existing customers and by advertising to potential users
such as on the Pink Sheet website. Subscription revenues increased to $2,553,623
from $1,826,906 in 2004. That is a 40% increase but the rate of growth has
slowed. However, we also greatly expanded our advertising revenue in 2005.
Advertising revenues increased from $18,650 in 2004 to $444,300 in 2005, an
increase of 2,138%. Advertisers have become aware of the visibility that our
website and e-mail services provide. We gain advertising clients by referrals
from customers and direct marketing. We recognized only $21,958 in development
and licensing revenue compared to $73,200 in the prior. We have had limited
success in finding licensees for our product but we continue to pursue licensing
opportunities as we become aware of them because we believe they hold a great
potential for long-term growth.

Our cost of sales is primarily the cost to purchase and disseminate the
financial content we provide our customers. For the calendar year ended December
31, 2005 the cost was $1,304,020 compared to $1,319,568 in 2004. The percentage
of cost of sales to subscription revenues was 51% in 2005 compared to 72% in


                                       16

<PAGE>

2004. Most of our financial content costs are fixed, meaning that the data and
exchange providers charge a flat monthly fee. As our subscription volume goes up
our cost of sales does not go up proportionately. Accordingly, as revenues
increase in 2006 we expect the cost of sales percentage to decline further. We
also had $7,314 in other cost of sales in 2005.

We have contracted with two companies for the services of two of the Company's
officers and directors. These companies are not owned by the officers but the
compensation earned by them is to the future benefit of the officers. We have
been unable to pay the officers the full cash compensation they were contracted
to
receive in 2004. However in 2005 the full salaries were paid and the accrued
from prior years were reduced by approximately $210,000. Under the terms of the
contracts entered into in 2005 the companies are to continue to receive a base
salary of $240,000 each per year. The contracts also provide for annual bonuses
equal to the annual salary and for stock options based upon performance levels.

The total compensation expense to these entities was $480,000 in 2004 compared
to $920,000 in 2004. No bonus was awarded in 2005 but a bonus of $440,000 was
awarded in 2004. Accordingly, the related party compensation expense is expected
to be $480,000 in 2006. The Company expects to pay the base salary in 2006 in
cash and may reduce the liability from prior year accruals by issuing shares of
its common stock at market value.

We incurred $366,130 in professional fees in 2005 compared to $351,386 in 2004.
This represents an increase of $14,744 or 4%. Professional fees include fees
paid to accountants, attorneys and investor relation firms. We had limited cash
available to pay our professional consultants in 2005, so we paid many of them
with shares of common stock. The shares were valued at market value for
accounting purposes but discounted by the consultants for their services. As we
were able to pay for more services with cash in 2006 we were able to reduce the
expense effect of this discounting.

We recorded research and development expense of $276,626 for 2005 compared to
$426,157 in 2004, a decrease of 35%. This Reflects the cost of refining and
adding additional features to our E-gate product. We plan to continue to refine
and add features to the product. However as the product in substantially
completed the costs for research and development are expected to decline in
2006.

We expended $688,629 for marketing in 2005 compared to $678,403 in 2004. Now
that our E-gate product is marketable we are gradually increasing our marketing
budget. We are limited by our cash resources as to how much we can spend on
marketing. Unless we raise additional capital in 2006 we expect the marketing
expense to increase only slightly.

Our general and administrative expenses increased by 27% in 2005 to $424,533
from $284,218. The increase was due primarily to merchant discount fees of
$111,312 compared to $591 in 2004. We expect a small increase in 2006 as our
business grows.

We incurred a net loss of $527,371 for the year ended December 31, 2005
compared to $2,060,976 for the year ended December 31, 2004. This is a 75%
decrease in our net loss. Included in the loss for 2005 was $526,200 as the


                                       17

<PAGE>

value of shares issued for services. In 2004, $696,879 of the loss was the value
of the shares and warrants issued. Excluding these non cash expenses the losses
for 2005 and 2004 would have been $1,171 and $1,364,097, respectively. Due to
our improved cash position we no longer need to issue as many shares of stock
for services as we have in the past which also decreases our related expense.

Liquidity and Capital Resources.

AlphaTrade has consistently been financed from raising capital through private
equity offerings. We were provided $46,048 of cash in 2005 compared to $52,713
of cash used in operating activities in 2005. For the twelve months ended
December 31, 2005 we received net cash of $48,500 compared to $148,557 for the
same period of 2004, from the issuance of our common stock. We invested $26,499
and $23,067 in asset purchases in 2005 and 2004, respectively.

We expect that in 2005 cash inflows from operations will be adequate to cover
cash out flows from operations.

We have proposed a private placement of shares of our common stock. The proceeds
would be used to expand our market penetration and increase our revenues. We are
also investigating acquisition targets and may decide to use our stock as the
consideration for any acquisition.

We currently have no material commitments for capital requirements. At the
present time we have no need to purchase new equipment or replace the equipment
we are currently using. We believe that our capital infrastructure is adequate
to handle the expected growth in 2006.

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

Recent Accounting Pronouncements

In March 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 156, "Accounting for Servicing of Financial
Assets--an amendment of FASB Statement No. 140." This statement requires an
entity to recognize a servicing asset or servicing liability each time it
undertakes an obligation to service a financial asset by entering into a
servicing contract in any of the following situations: a transfer of the
servicer's financial assets that meets the requirements for sale accounting; a
transfer of the servicer's financial assets to a qualifying special-purpose
entity in a guaranteed mortgage securitization in which the transferor retains
all of the resulting securities and classifies them as either available-for-sale
securities or trading securities; or an acquisition or assumption of an
obligation to service a financial asset that does not relate to financial assets
of the servicer or its consolidated affiliates. The statement also requires all
separately recognized servicing assets and servicing liabilities to be initially
measured at fair value, if practicable and permits an entity to choose either
the amortization or fair value method for subsequent measurement of each class
of servicing assets and liabilities. The statement further permits, at its
initial adoption, a one-time reclassification of available for sale securities
to trading securities by entities with recognized servicing rights, without


                                       18

<PAGE>

calling into question the treatment of other available for sale securities under
Statement 115, provided that the available for sale securities are identified in
some manner as offsetting the entity's exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to subsequently
measure at fair value and requires separate presentation of servicing assets and
servicing liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities. This statement is effective for
fiscal years beginning after September 15, 2006, with early adoption permitted
as of the beginning of an entity's fiscal year. Management believes the adoption
of this statement will have no impact on the Company's financial condition or
results of operations.

In February 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial
Instruments, an Amendment of FASB Standards No. 133 and 140" (hereinafter "SFAS
No. 155"). This statement established the accounting for certain derivatives
embedded in other instruments. It simplifies accounting for certain hybrid
financial instruments by permitting fair value remeasurement for any hybrid
instrument that contains an embedded derivative that otherwise would require
bifurcation under SFAS No. 133 as well as eliminating a restriction on the
passive derivative instruments that a qualifying special-purpose entity ("SPE")
may hold under SFAS No. 140. This statement allows a public entity to
irrevocably elect to initially and subsequently measure a hybrid instrument that
would be required to be separated into a host contract and derivative in its
entirety at fair value (with changes in fair value recognized in earnings) so
long as that instrument is not designated as a hedging instrument pursuant to
the statement. SFAS No. 140 previously prohibited a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument. This
statement is effective for fiscal years beginning after September 15, 2006, with
early adoption permitted as of the beginning of an entity's fiscal year.
Management believes the adoption of this statement will have no impact on the
Company's financial condition or results of operations.

In May 2005, the Financial Accounting Standards Board, issued Statement of
Financial Accounting Standards ("SFAS, No. 154"), "Accounting Changes and Error
Corrections," which replaces Accounting Principles Board Opinion No. 20,
"Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim
Financial Statements -- An Amendment of APB Opinion No. 28". SFAS No. 154
provides guidance on accounting for and reporting changes in accounting
principle and error corrections. SFAS No. 154 requires that changes in
accounting principle be applied retrospectively to prior period financial
statements and is effective for fiscal years beginning after December 15, 2005.
The Company does not expect SFAS No. 154 to have a material impact on our
consolidated financial position, results of operations, or cash flows.

In March 2005, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 47 ("FIN 47"), "Accounting for Conditional Asset Retirement
Obligations." FIN 47 clarifies that the term "conditional asset retirement
obligation," which as used in SFAS No. 143, "Accounting for Asset Retirement
Obligations," refers to a legal obligation to perform an asset retirement
activity in which the timing and (or) method of settlement are conditional on a
future event that may or may not be within the control of the entity. The entity


                                       19

<PAGE>

must record a liability for a "conditional" asset retirement obligation if the
fair value of the obligation can be reasonably estimated. FIN 47 also clarifies
when an entity would have sufficient information to reasonably estimate the fair
value of an asset retirement obligation. FIN 47 is effective no later than the
end of fiscal years ending after December 15, 2005.

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 153. This statement addresses the measurement
of exchanges of nonmonetary assets. The guidance in APB Opinion No. 29,
"Accounting for Nonmonetary Transactions," is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that opinion; however, included certain
exceptions to that principle. This statement amends Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges incurred during fiscal years beginning after the
date of this statement is issued. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued a revision to
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payments" (hereinafter "SFAS No. 123 (R)"). This statement replaces FASB
Statement No. 123, "Accounting for Stock-Based Compensation", and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS No. 123 (R)
establishes standards for the accounting for share-based payment transactions in
which an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
This statement covers a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based award, share
appreciation rights and employee share purchase plans. SFAS No. 123 (R) requires
a public entity to measure the cost of employee services received in exchange
for an award of equity instruments based on the fair value of the award on the
grant date ( with limited exceptions). That cost will be recognized in the
entity's financial statements over the period during which the employee is
required to provide services in exchange for the award. Management has not
currently evaluated the impact of adoption on its overall results of operations
or financial position.

In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 151, "Inventory Costs-- an
amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . .
under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges. . . ." This statement requires that those
items be recognized as current-period charges regardless of whether they meet


                                       20

<PAGE>

the criterion of "so abnormal." In addition, this Statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. This statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management believes the adoption of this statement had no material impact on the
Company.

In May 2003, the Financial Account Standards Board issued Statement of Financial
Accounting Standards No. 150, "Accounting for Certain Financial Instruments with
Accounting Standards no. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity" (hereinafter "SFAS No. 150").
SFAS No. 150 establishes standards for classifying and measuring certain
financial instruments with characteristics of both liabilities and equity and
requires that those instruments be classified as liabilities in statements of
financial position. Previously, many of those instruments were classified as
equity. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. Management believes the
adoption of this statement had no impact on the financial statements of the
Company.

In April 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149, "Amendment of Statement 133 on
Derivative instruments and Hedging Activities: (hereinafter "SFAS No. 149").
SFAS No. 149 amends and clarifies the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities". This statement is effective for contracts entered into
or modified after December 31, 2003 and for hedging relationships designated
after December 31, 2003. Management believes the adoption of this statement had
no impact on the financial statements of the Company.

ITEM 7.   FINANCIAL STATEMENTS

Financial statements as of and for the fiscal year ended December 31, 2005 been
examined to the extent indicated in their report by Williams & Webster PS,
independent certified public accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant to Regulation S-B as
promulgated by the SEC. The aforementioned financial statements are included
herein under Item 14 starting with page F-1.

Financial statements as of and for the fiscal year ended December 31, 2004 been
examined to the extent indicated in their report by HJ & Associates LLC,
independent certified public accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant to Regulation S-B as
promulgated by the SEC. The aforementioned financial statements are included
herein under Item 14 starting with page F-1.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On November 22, 2005, the Board of Directors of the Company approved and
ratified the termination of HJ & Associates, LLC as its auditors and,



                                       21

<PAGE>


simultaneously, approved and ratified the engagement of Williams and Webster PS
as its auditors.

The audit reports submitted by HJ & Associates for the years ended December 31,
2003 and December 31, 2004 each included a modification as to the Company's
ability to continue as a going concern. Such modification was based upon the
Company's status as a development stage company with no significant operating
history. The submitted audit reports contained no adverse opinion, disclaimer of
opinion or other modifications or qualifications. HJ & Associates did not,
during the applicable periods, advise the Company of any of the enumerated items
described in Item 304(a)(1) of Regulation S-K. During the relevant periods in
which HJ & Associates served as the Company's auditors, there were no
disagreements between HJ & Associates and the Company on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
HJ & Associates, would have caused HJ & Associates to make reference thereto in,
or in connection with, its reports on financial statements for the years or such
interim period.

Item 8A.  Controls and Procedures

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

                             PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table sets forth certain information regarding our executive
officers and directors:

Name               Age  Position

Penny Perfect*      53   Founder, Chief Executive Officer, President, Director
Gordon Muir         53   Founder, Chief Technology Officer, Chairman, Director
Katharine Johnston* 52   Managing Director
Lisa McVeigh*       43   Director
Raymond Hatch       75   Director
William Scigliano   41   Director

*  Member of the audit committee



                                       22

<PAGE>

Penny Perfect, Gordon Muir, Katharine Johnston, Lisa McVeigh and Raymond Hatch
will serve until the next annual general meeting of the shareholders or until
their death, resignation, retirement, removal, disqualification, or until their
successors have been duly elected and qualified. All Officers serve at the will
of the Board of Directors.

PENNY PERFECT has served as a Director since October 21, 1999 and was appointed
as Chief Executive Officer on May 1, 2005. Ms. Perfect's first role in business
was a successful run as an independent stock broker specializing in venture
capital and micro cap companies. As a broker, Ms. Perfect was involved in many
aspects of tax-advantaged investment products including structuring and raising
capital. Before joining AlphaTrade, Ms. Perfect served as President of Worldwide
Investment Network (WIN), a membership-based community of investment executives.
As President, Ms. Perfect was responsible for providing investment banking and
administration services to early stage development companies. Perfect is a
graduate of the University of Alberta.

GORDON MUIR has served as Chairman and a Director of AlphaTrade since October
21, 1999. He became Chief Executive Officer in February, 2000 and resigned from
that position and was appointed Chief Technology Officer in January, 2004. Mr.
Muir has been an independent investor and business consultant since 1990. He was
the founder of Navmaster Technologies, a company credited with developing the
first GPS charting systems for the Marine Industry that relied on optical
imaging rather than computers. He has over 16 years experience in senior level
management in a variety of business mainly in the automotive and industrial
industries.

KATHARINE JOHNSTON was appointed as a Director in January, 2005. As the
principal financial officer and managing director of AlphaTrade Mrs. Johnston
oversees all AlphaTrade financial transactions and department heads, as well as
interagency relationships with accountants and lawyers. Mrs. Johnston has been
with AlphaTrade since its inception in 1999 and was appointed managing director
in January 2005. Prior to AlphaTrade, Mrs. Johnston was a self-employed
administrator and legal assistant for over fifteen years. Knowledgeable in
British Columbia securities and regulatory issues, Mrs. Johnston sat on many
financial boards and has vast experience in the administration and management of
public companies. Mrs. Johnston attended the University of British Columbia.

RAYMOND A. HATCH. Mr. Hatch was appointed as a Director on September 13, 2000.
Mr. Hatch started his own investment-banking boutique, Grady and Hatch &
Company, Inc. in May of 1982. This organization focused on private placements,
syndicate participations and the origination of its own underwritings. Mr. Hatch
subsequently in 1999 joined Ridgewood Group International Ltd. (RGI) as a
Managing Partner. During his career on Wall Street, Mr. Hatch was a regular
member of the American Stock Exchange and an allied member of the NYSE on
several occasions, a principal of the NASD and as a registered investment
advisor with the SEC for over ten years.

LISA McVEIGH has served as a Director since January 21, 2000. Ms. McVeigh has
held the position of Financial Officer with British Columbia Film for over
fourteen years and serves on the audit committee for AlphaTrade.com.

WILLIAM SCIGLIANO was appointed as a Director on November 15, 2005. Mr.
Scigliano is the current chairman of Wherify Wireless, Inc., a California-based


                                       23

<PAGE>

developer of GPS location products and services. Prior to his position at
Wherify Wireless, Mr. Scigliano was chief executive officer of IQ Biometrix, a
major provider of identification technology. The eight years prior to that, Mr.
Scigliano was an executive advisor to the Attorney General of British Columbia
and the National Association of Attorneys General on technology and
intergovernmental issues.


Family Relationships

Penny Perfect, CEO & President and Gordon Muir, Chairman are married and both
are founding members of Alphatrade.com There are no other family relationships
between any other Directors or executive Officers.

Compliance with Section 16 of the Exchange Act.

Section 16(a) of the Exchange Act requires directors, officers and persons who
own more than 10% of a registered class of our equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Directors, officers and greater than 10% shareholders are required
by SEC regulations to furnish us with copies of all Section 16(a) forms they
file. Based solely upon our review of the copies of such forms that we received
during the fiscal year ended December 31, 2005, we believe that each person who
at any time during the fiscal year was a director, officer or beneficial owner
of more than 10% of our common stock complied with all Section 16(a) filing
requirements during such fiscal year. Form 4's have been filed for all stock
transactions.

ITEM 10.  EXECUTIVE COMPENSATION

The following table shows compensation earned during fiscal 2003 to 2005 by the
Chief Executive Officer and President. Titles shown on the table are titles held
at December 31, 2005. The information in the table includes salaries, bonuses,
stock options granted, restricted stock awards granted and other miscellaneous
compensation. We have no long term compensation benefits other than stock
options.

SUMMARY COMPENSATION TABLE
                                                    Long-Term and Other
                 Annual Compensation                Compensation
                 -------------------------------    --------------------------
                                                    Number of
                                            Other   Securities    All Other
Name and          Fiscal                    Annual  Underlying    Compensation
Principal Positions Year  Salary(1) Bonus   Comp    Options       (2)
------------------------------------------------------------------------------

Penny Perfect       2003 $240,000             --       --     3,000,000 shares
CEO & President     2004 $240,000   $220,000                  1,000,000 shares
                    2005 $240,000                             2,500,000 shares

Gordon J. Muir      2003 $240,000             --       --     3,000,000 shares
Chairman            2004 $240,000   $220,000                  1,000,000 shares
                    2005 $240,000                             2,500,000 shares


                                       24

<PAGE>

1) Salaries and bonuses for 2003 and 2004 were accrued and remain partially
unpaid. In 2005 the Company paid approximately $210,000 in prior accrued
compensation and issued 1,000,000 shares of common stock for accrued bonuses of
$295,000. 2) Shares issued to companies in which the executive officers have a
residual interest.

Employment Agreements

Effective November 1, 2005 we executed Consulting Agreements with Jupiter
Consultants, Inc. for the services of Penny Perfect and Micro-American, Inc. for
the services of Gordon Muir for a three year term ending October 31, 2008. The
contracts will automatically renew unless terminated by giving notice by either
party. The contracts provide for the same compensation to each of Ms. Perfect
and Mr. Muir as noted below.

         (a) Base Salary at a monthly rate of at least US $20,000 to be renewed
annually to be paid in either cash or our common shares.

         (b) an annual bonus of two hundred thousand (200,000) common shares
issued by December 31st of each year of the agreement beginning December 31,
2005 and this amount may be upwardly amended at the election of the Board of
Directors. The bonus will increase to one million (1,000,000) shares annually
when AlphaTrade's gross annual revenue reaches $5,000,000.

         (c) In addition, when AlphaTrade reaches gross annual revenue of
$10,000,000 AlphaTrade will grant an option to purchase two million five hundred
thousand (2,500,000) common shares of AlphaTrade's restricted common stock with
an exercise price of $0.40 per share.
         (d) Cash Bonus. For each full fiscal year beginning January 1, 2006,
the consultants will be eligible to earn an annual cash bonus in such amount as
shall be determined by the Board of Directors based on the achievement by the
Company of performance goals established by Management for each such fiscal
year, which may include targets related to the earnings before interest, taxes,
depreciation and amortization ("EBITDA") of the Company; provided, that the
Annual Bonus shall be no less than the annual base compensation.

AlphaTrade.com  2002, 2003,2004 and 2005 Stock Option Plans

     Stock Incentive Plans were adopted in 2002, 2003, 2004 and 2005 authorizing
the issuance of the following shares to the Employees and Consultants of which
the unexercised balances are as follows:

                Exercise         Number         Number
                Price            Authorized     Outstanding

2002 Plan       $0.25            1,200,000      none
2003 Plan       $0.90            2,300,000      1,605,997
2004 Plan       $0.25            3,000,000      3,000,000
2005 Plan       $0.25            4,500,000      1,125,000

All employees and consultants are eligible to participate in the 2002, 2003,
2004 and 2005 Stock Option Plans. The options vest over a five year period. The
Plans are administered by the Board of Directors.



                                       25

<PAGE>

Bonuses and Deferred Compensation

None of the Directors or executive officers received a bonus or deferred
compensation other than as noted above.

Compensation Pursuant to Plans -  None

Pension Table -  None   not applicable

Other Compensation

None of the Directors receive a fee for serving as Directors. Directors are
reimbursed for direct out-of-pocket expenses for attendance at meetings of the
Board of Directors and for expenses incurred for and on behalf of AlphaTrade.

Director Compensation

Directors are compensated for their expenses and reimbursed for any costs
associated with attending board meetings. Two Directors have received stock
options pursuant to their Consulting Agreements described above.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the stock
ownership as of December 31, 2005, of each person who is known to be the
beneficial owner of more than 5% of our common stock; held directly or
indirectly by each director; or by each person who was an executive officer
during the fiscal year ending December 31, 2005; and by directors and executive
officers as a group.

                                      Shares
                                  Beneficially
Name of Beneficial Owner          Owned(1)            Percent (2)

Penny Perfect                     12,941,620           37%
Suite 1322 - 1111 W. Georgia St.
Vancouver, B.C.

Gordon Muir                       12,716,320           36%
Suite 1322 - 1111 W. Georgia St.
Vancouver, B.C.


Ms. Perfect and Mr. Muir are spouses.  Accordingly, each spouse's holdings may
also be deemed to be beneficially owned by the other, however both Ms. Perfect
and Mr. Muir are businesspeople in their own right.

All executive officers
and directors as a group
(four persons)                    25,677,940           64%

(1) The above noted disclosure should not be construed as an admission that each
executive officer or director is the beneficial owner of these shares of common
stock.


                                       26

<PAGE>

(2) Percentage ownership is based upon 30,218,865 shares of common stock
outstanding on December 31, 2005 and is calculated separately for each person on
the basis of the actual number of outstanding shares beneficially owned as of
December 31, 2005 and assumes the conversion of preferred shares held by such
person (but not by anyone else).
(3) Includes direct and indirect ownership of common shares and includes
5,000,000 shares to be issued upon the conversion of preferred shares.
(4)Includes direct and indirect ownership of common shares and includes
5,000,000 shares to be issued upon the conversion of preferred shares. (5)
Include 10,000,000 shares to be issued upon the conversion of preferred shares.

                          PREFERRED SHARES

We have authorized 10,000,000 preferred shares, $0.001 par value per share, to
be issued in series with attributes to be determined by the Board of Directors.
A Series of 2,000,000 shares of Class "A" Preferred Stock has been authorized by
the Board of Directors. The Class "A" Preferred Stock, all of which are
currently outstanding, has the following rights, privileges and preferences:

  -  Each share is convertible into five shares of common stock at a conversion
     price of $0.05 per share;
  -  Each share is accorded five votes on any matter submitted to the
     stockholders;
  -  There shares are assignable, subject to compliance with any applicable
     securities laws, rules and regulations;
  -  Ownership of these shares vests on issuance, and they are not subject to
     cancellation.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Payables

Related parties advanced us $-0- and $689,089 during the years ended December
31, 2005 and 2004, respectively. The liability as of December 31, 2005 of
$429,927 is owed equally to Jupiter Consultants Inc. and Micro-American Inc.
Jupiter Consultants, Inc. and Micro American Inc. have consulting agreements
with Penny Perfect (CEO & President) and Gordon Muir (Chairman).

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K

             The following exhibits are included herein, except for the exhibits
             marked with a footnote, which are incorporated herein by reference
             and can be found in the appropriate document referenced.

    (a)      Exhibits

    Exhibit No. Exhibit Name
    ----------- ------------
      3.1(1)   Initial Articles of Incorporation dated June 6, 1995
      3.2(1)   By-laws
      3.3(1)   Certificate of Amendment increasing the authorized capital to
               25,000,000 shares of common stock, par value $0.001, and effected



                                       27

<PAGE>

               an 80 for one forward split of the outstanding common stock
               (10/21/98)
      3.4(1)   Certificate of Amendment changing the name of the company to
               "Honor One Corporation" (10/29/98)
      3.5(1)   Certificate of Amendment effecting a three for one forward split
               of the outstanding common stock (12/18/98)
      3.6(1)   Certificate of Amendment increasing the authorized capital to
               100,000,000 shares of common stock, par value $0.001; 10,000,000
               shares of preferred stock, par value $0.001; created a series of
               2,000,000 shares of Class A Preferred Stock; and changed its name
               from "Honor One Corporation" to "AlphaTrade.com" (1/5/99)
      10.1(1)  Asset Purchase Agreement between the Company and Unicorn, dated
               January 6, 1999
      10.2(2)  1999 Stock Incentive Plan 10.3(1) Licensing Agreement with
               PhantomFilm.com 10.4(3) 2000 Stock Incentive Plan 10.5(4)
               Consultant Compensation Agreement No. 2 10.6(5) AlphaTrade.com
               2001 Stock Option Plan
      10.7(6)  AlphaTrade.com 2002 Stock Option Plan 10.8(7) Consultancy
               Agreement with Penny Perfect 10.9(7) Consultancy Agreement with
               Gordon Muir
      10.10(8) AlphaTrade.com 2003 Stock Incentive Plan
      10.10(9) AlphaTrade.com 2004 Stock Incentive Plan
      10.10(10) AlphaTrade.com 2005 Stock Incentive Plan
      31.1     Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-
               Oxley Act of 2002
      31.2     Certification of Principal Accounting Officer Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002
      32.1     Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as
               Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      32.2     Certification of Principal Accounting Officer Pursuant to 18
               U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002
      -----------------------
          (1)     Incorporated by reference to the Form 10-SB/A filed November
                  23, 1999.
          (2)     Incorporated by reference to the Form  S-8 filed December 20,
                  1999.
          (3)     Incorporated by reference to the Form  S-8 filed October 19,
                  2000.
          (4)     Incorporated by reference to the Form  S-8 filed January 11,
                  2001.
          (5)     Incorporated by reference to the Form  S-8 filed December 10,
                  2001.

Incorporated by reference to the Form S-8 filed January 3, 2003.
Incorporated by reference to the Form 10-KSB for the year ended December 31,
2002 and filed March 28, 2003.
Incorporated by reference to the Form S-8 filed March 3, 2004.


    (b)      Reports on Form 8-K

             None



                                       28

<PAGE>

Item 14. Principal Accountant Fees and Services

      The following is a summary of the fees billed to us by HJ & Associates,
LLC for professional services rendered for the fiscal years ended December 31,
2005 and December 31, 2004:

             Fee Category          Fiscal 2005 Fees   Fiscal 2004 Fees
      -------------------------    ----------------   ----------------
      Audit Fees ..............    $24,709.96          $25,066.00
      Audit-Related Fees ......         --                 --
      Tax Fees ................         --                 550.00
      All Other Fees ..........         --                 --
                                   ----------          ----------
      Total Fees ..............    $24,709.96          $25,616.00

Audit Fees. Consists of fees billed for professional services rendered for the
audit of our financial statements and review of the interim financial statements
included in quarterly reports and services that are normally provided by HJ &
Associates in connection with statutory and regulatory filings or
engagements. Williams and Webster PS, were engaged in November 2005 and
accordingly no fees were incurred until 2006.

      Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors

      The Audit Committee's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These services may
include audit services, audit-related services, tax services, and other
services. Pre-approval is generally provided for up to one year, and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent auditors and
management are required to periodically report to the Audit Committee regarding
the extent of services provided by the independent auditors in accordance with
this pre-approval and the fees for the services performed to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.





















                                       29

<PAGE>










                                 ALPHATRADE.COM

                              FINANCIAL STATEMENTS

                                December 31, 2005


































                                    Page F-1







                                       30

<PAGE>





                                 C O N T E N T S



Reports of Independent Registered Public Accounting Firms............ F-3

Balance Sheet........................................................ F-5

Statements of Operations............................................. F-7

Statements of Stockholders' Equity (Deficit)......................... F-8 - F-9

Statements of Cash Flows............................................. F-10

Notes to the Financial Statements.................................... F-11



































                                    Page F-2

                                       31

<PAGE>

              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              -------------------------------------------------------


To the Board of Directors of
AlphaTrade.com
Vancouver, B.C. Canada

We have audited the accompanying balance sheet of AlphaTrade.com at December 31,
2005, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the year ended December 31, 2005. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AlphaTrade.com at December 31,
2005, and the results of its operations and its cash flows for the year ended
December 31, 2005 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has recorded significant losses from
operations, has a deficit in stockholders' equity and has a working capital
deficit, which together raise substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




Williams and Webster PS
Spokane, Washington
January 2006









                                    Page F-3

                                       32

<PAGE>

              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              -------------------------------------------------------


To the Board of Directors of
AlphaTrade.com
Vancouver, B.C. Canada

We have audited the accompanying balance sheet of AlphaTrade.com at December 31,
2004, and the related statements of operations, stockholders' equity
(deficit)and cash flows for the year ended December 31, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AlphaTrade.com and the results
of its operations and its cash flows for the year ended December 31, 2004 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 (2004 Form
10KSB) to the financial statements, the Company has recorded significant losses
from operations, has insufficient revenues to support operational cash flows and
has a working capital deficit, which together raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 7 (2004 Form 10KSB). The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.




HJ & Associates, LLC
Salt Lake City, Utah
January 28, 2005







                                    Page F-4

                                       33

<PAGE>

                                 ALPHATRADE.COM
                                 Balance Sheets

                                     ASSETS
                                     ------

                                                            December 31,
                                                          2005         2004
                                                      ------------ ------------
CURRENT ASSETS

 Cash                                                 $   147,408  $    79,339
 Accounts receivable - trade, net                           5,830          212
 Prepaid expenses                                          12,729        1,000
 Prepaid expenses - related parties                       216,731            -
                                                      -----------  -----------

   Total Current Assets                                   382,698       80,551
                                                      -----------  -----------

PROPERTY AND EQUIPMENT, NET                                46,531       29,825
                                                      -----------  -----------

OTHER ASSETS

 Marketable securities-available for sale                   8,800            -
 Marketable securities-available for
       sale-related party                                 312,000            -
                                                      -----------  -----------
   Total Other Assets                                     320,800            -
                                                      -----------  -----------

  TOTAL ASSETS                                        $   750,029  $   110,376
                                                      ===========  ===========



















   The accompanying notes are an integral part of these financial statements.
                                    Page F-5

                                       34

<PAGE>

                                 ALPHATRADE.COM
                            Balance Sheets (Continued)

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

                                                            December 31,
                                                          2005         2004
                                                      ------------ ------------
CURRENT LIABILITIES

 Accounts payable and accrued expenses                $   348,875  $   379,424
 Related party payables                                   429,927    1,569,680
 Deferred revenue                                         204,753      181,963
                                                      -----------  -----------

   Total Current Liabilities                              983,555    2,131,067
                                                      -----------  -----------

   Total Liabilities                                      983,555    2,131,067
                                                      -----------  -----------
STOCKHOLDERS' EQUITY (DEFICIT)

 Convertible preferred stock: $0.001 par value;
  10,000,000 shares authorized, 2,000,000 Class A
  shares issued and outstanding                             2,000         2,000
 Common stock: $0.001 par value 100,000,000 shares
  authorized; 29,898,865 and 23,032,865 shares
  issued and outstanding, respectively                     29,899        23,033
 Additional paid-in capital                            26,023,780    23,901,910
 Stock subscription receivable                            (99,797)      (99,797)
 Accumulated other comprehensive income                   185,800             -
 Accumulated deficit                                  (26,375,208)  (25,847,837)
                                                      -----------   -----------

   Total Stockholders' Equity (Deficit)                  (233,526)   (2,020,691)
                                                      -----------   -----------

   TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                                 $   750,029   $   110,376
                                                      ===========   ===========












   The accompanying notes are an integral part of these financial statements.
                                    Page F-6

                                       35

<PAGE>

                                 ALPHATRADE.COM
                            Statements of Operations

                                                          Years Ended
                                                          December 31,
                                               ------------------------------
                                                      2005             2004
                                               --------------  --------------
REVENUE

   Subscription revenue                        $   2,553,623   $   1,826,906
   Licensing revenue                                       -          72,000
   Advertising revenue                               324,300          18,650
   Advertising revenue-related party                 120,000               -
   Development revenue                                21,958           1,200
                                               -------------   -------------
     Total Revenue                                 3,019,881       1,918,756

COST OF SALES

   Financial content                               1,304,020       1,319,568
   Other cost of sales                                 7,314               -
                                               -------------   -------------
     Total Cost of Sales                           1,311,334       1,319,568
                                               -------------   -------------
   Gross profit                                    1,708,547         599,188
                                               -------------   -------------
EXPENSES

   Related party compensation                        480,000         920,000
   Professional fees                                 366,130         351,386
   Research and development                          276,626         426,157
   Marketing expense                                 688,629         678,403
   General and administrative expenses               424,533         284,218
                                               -------------   -------------
     Total Expenses                                2,235,918       2,660,164
                                               -------------   -------------

NET LOSS                                            (527,371)     (2,060,976)
                                               =============   =============
OTHER COMPREHENSIVE INCOME                           185,800               -
                                               -------------   -------------
TOTAL COMPREHENSIVE LOSS                       $    (341,571)  $  (2,060,976)
                                               =============   =============
BASIC AND DILUTED NET LOSS PER SHARE
   Net loss per share                          $       (0.01)  $       (0.10)
                                               =============   =============
   Comprehensive loss per share                $       (0.01)  $       (0.10)
                                               =============   =============
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                      26,899,277      20,416,168
                                               =============   =============

   The accompanying notes are an integral part of these financial statements.
                                    Page F-7

                                       36

<PAGE>

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

Amortization of
 consulting fees             -      -          -       -           -        -                -             -

Common stock issued
for cash at an
average price of
$0.24 per share              -      -  1,660,000   1,660     302,841  (99,797)               -             -

Common stock issued
for the extinguishment
of debt at an average
price of $0.28 per
share                        -      -  1,275,000   1,275     359,225        -                -             -

Common stock issued for
 services at an average
 price of $0.41 per share    -      -  1,682,500   1,683     695,196        -                -             -

Stock offering costs         -      -          -       -     (15,700)       -                -             -

Net loss for year
 ended December 31,
 2004                        -      -          -       -           -        -                -    (2,060,976)
                     --------- ------ ---------- ------- ----------- --------     ------------  ------------
Balance,
 December 31, 2004   2,000,000  2,000 23,032,865  23,033  23,901,910  (99,797)               -   (25,847,837)

</TABLE>













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

                                    Page F-8




                                       37

<PAGE>

                                 ALPHATRADE.COM
                   Statements of Stockholders' Equity (Deficit)
                                  (continued)
<TABLE>
<S>                  <C>       <C>    <C>        <C>     <C>         <C>          <C>           <C>
                                                                     Accumulated
                     Preferred Stock     Common Stock    Additional   Stock       Other
                     ---------------- ------------------ Paid-In     Subscription Comprehensive Accumulated
                      Shares   Amount   Shares   Amount   Capital    Receivable   Income          Deficit
                     --------- ------ ---------- ------- ----------- ----------   ------------- -------------
Common stock issued
for cash at an
average price of
$0.35 per share              -      -    150,000     150      52,350        -                -             -

Common stock issued
for the
extinguishment of
debt at an average
price of $0.27
per share                    -      -  4,400,000   4,400   1,200,600        -                -             -

Common stock issued
for services at an
average price of
$0.38 per share              -      -  2,316,000   2,316     864,552        -                -             -

Value of common stock
 warrants issued             -      -          -       -       8,368        -                -             -

Stock offering costs         -      -          -       -      (4,000)       -                -             -

Net loss for year
 ended December 31,
 2005                        -      -          -       -           -        -          185,800      (527,371)
                     --------- ------ ---------- ------- ----------- --------     ------------  ------------
Balance,
 December 31, 2005   2,000,000 $2,000 29,898,865 $29,899 $26,023,780 $(99,797)    $    185,800  $(26,375,208)
                     ========= ====== ========== ======= =========== ========     ============  ============
</TABLE>













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

                                    Page F-9




                                       38

<PAGE>
                                 ALPHATRADE.COM
                             Statements of Cash Flows
<TABLE>
<S>                                                             <C>           <C>
                                                                       Years Ended
                                                                       December 31,
                                                                 -------------------------
                                                                     2005        2004
CASH FLOWS FROM OPERATING ACTIVITIES                             ------------ ------------

  Net loss                                                      $   (527,371) $(2,060,976)
   Adjustments to reconcile net loss to net cash used
    by operating activities:
     Common stock issued for services and contributions              517,832      696,879
     Common stock warrants issued for services                         8,368            -
     Depreciation expense                                              9,793       27,602
     Amortization of services prepaid by common stock                      -       27,321
     Investments received as payment for accounts receivable        (135,000)           -
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                      129,382        6,792
     (Increase) decrease in prepaid expenses                         (14,424)      16,035
     Increase (decrease) in accounts payable and accrued expenses    (30,549)     428,464
     Increase (decrease) in deferred revenue                          22,790      116,081
     Increase is related party payable                                65,247      689,089
                                                                 -----------  -----------
       Net Cash Provided (Used) by Operating Activities               46,068      (52,713)
                                                                 -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                          (26,499)     (23,067)
                                                                 -----------  -----------
       Net Cash Provided (Used) by Investing Activities              (26,499)     (23,067)
                                                                 -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES

   Common stock issued for cash                                       52,500      164,257
   Stock offering costs                                               (4,000)     (15,700)
                                                                 -----------  -----------
       Net Cash Provided by Financing Activities                      48,500      148,557
                                                                 -----------  -----------
NET CHANGE IN CASH                                                    68,069       72,777
CASH AT BEGINNING OF YEAR                                             79,339        6,562
                                                                 -----------  -----------
CASH AT END OF YEAR                                              $   147,408  $    79,339
                                                                 ===========  ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid                                                 $         -  $         -
   Income taxes paid                                             $         -  $         -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
   Common stock issued for services and contributions            $   731,868  $   696,879
   Common stock issued for extinguishments of debt               $ 1,205,000  $   360,500
   Investments received as payment for accounts receivable       $   135,000  $         -

</TABLE>


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

                                    Page F-10

                                       39

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          This summary of significant  accounting  policies of AlphaTrade.com is
          presented  to  assist  in   understanding   the  Company's   financial
          statements.  The financial statements and notes are representations of
          the Company's management, which is responsible for their integrity and
          objectivity.   These   accounting   policies   conform  to  accounting
          principles generally accepted in the United States of America and have
          been  consistently   applied  in  the  preparation  of  the  financial
          statements.

          a.  Organization and Business Activities

          AlphaTrade.com  was incorporated under the laws of the State of Nevada
          on June 6, 1995 as Sierra Gold  Development  Corp. It then changed its
          name to Honor One  Corporation  on October  29, 1998 and on January 6,
          2001 changed its name to  AlphaTrade.com  (the  Company).  The Company
          provides both real-time and delayed stock market quotes to subscribers
          via the internet.

          b.  Depreciation

          The  cost of the  property  and  equipment  is  depreciated  over  the
          estimated  useful life of 5 years.  Depreciation is computed using the
          straight-line method when the assets are placed in service.

          c.  Accounting Method

          The  Company's  financial  statements  are prepared  using the accrual
          method of accounting. The Company has elected a December 31 year-end.

          d.  Cash and Cash Equivalents

          For the purpose of the statement of cash flows, the Company  considers
          all highly  liquid  investments  purchased  with a  maturity  of three
          months or less to be cash equivalents.

          e.  Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.


                                   Page F-11



                                       40

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

          f.  Concentrations of Credit Risk

          The Company  maintains its cash in one  commercial  account at a major
          financial   institution.   Although  the  financial   institution   is
          considered  creditworthy  and has not  experienced  any  losses on its
          deposits,  at December 31, 2005 and 2004,  the Company's  cash balance
          exceeded  Federal  Deposit  Insurance  Corporation  (FDIC)  limits  by
          approximately $47,000 and $0.

          g.  Income Taxes

          Deferred  taxes are provided on a liability  method  whereby  deferred
          operating  loss  and  tax  credit   carryforwards   and  deferred  tax
          liabilities   are  recognized  for  taxable   temporary   differences.
          Temporary differences are the differences between the reported amounts
          of assets and liabilities and their tax bases. Deferred tax assets are
          reduced by a valuation  allowance  when, in the opinion of management,
          it is more  likely than not that some  portion or all of the  deferred
          tax assets will not be realized.  Deferred tax assets and  liabilities
          are  adjusted  for the effects of changes in tax laws and rates on the
          date of enactment.

          h.  Revenue Recognition and Deferred Revenue

          The Company  recognizes  subscription  fees  revenue  and  advertising
          revenue when the services have been  provided.  The Company  generally
          receives its monthly  subscriptions  in the month prior to the service
          being  provided,  accordingly  the  Company  had  deferred  revenue of
          $204,753 at December 31, 2005. Cost of sales is comprised of data feed
          expenses charged by various stock market exchanges. The Company had no
          customer which accounted for 10% of the revenue during the years ended
          December 31, 2005 and 2004.

          The Company  occasionally  licenses its technology to some  customers.
          The  Company  recognizes  its  license  revenue  over  the term of the
          license.

          The Company  develops  modified  products for  customers.  The Company
          recognizes development revenue as the services are performed.

          The Company records deferred revenue when it receives cash receipts in
          advance of performing  the related  service.  These  advance  payments
          received are considered a current liability.

          i. Recently Issued Accounting Pronouncements

          In  March  2006,  the  Financial  Accounting  Standards  Board  issued
          Financial  Accounting  Standards No. 156, "Accounting for Servicing of

                                    Page F-12
                                       41

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

          i.  Recently Issued Accounting Pronouncements (Continued)

          Financial  Assets--an  amendment  of FASB  Statement  No.  140."  This
          statement  requires  an  entity  to  recognize  a  servicing  asset or
          servicing liability each time it undertakes an obligation to service a
          financial  asset by entering  into a servicing  contract in any of the
          following  situations:  a transfer of the servicer's  financial assets
          that meets the  requirements  for sale  accounting;  a transfer of the
          servicer's financial assets to a qualifying  special-purpose entity in
          a guaranteed  mortgage  securitization in which the transferor retains
          all  of  the  resulting  securities  and  classifies  them  as  either
          available-for-sale securities or trading securities; or an acquisition
          or assumption of an obligation to service a financial  asset that does
          not relate to  financial  assets of the  servicer or its  consolidated
          affiliates.  The  statement  also requires all  separately  recognized
          servicing assets and servicing liabilities to be initially measured at
          fair value,  if practicable and permits an entity to choose either the
          amortization  or fair value method for subsequent  measurement of each
          class of  servicing  assets and  liabilities.  The  statement  further
          permits,  at its  initial  adoption,  a one-time  reclassification  of
          available for sale  securities to trading  securities by entities with
          recognized  servicing  rights,   without  calling  into  question  the
          treatment of other available for sale securities  under Statement 115,
          provided that the available for sale securities are identified in some
          manner as offsetting the entity's exposure to changes in fair value of
          servicing  assets or servicing  liabilities  that a servicer elects to
          subsequently measure at fair value and requires separate  presentation
          of servicing assets and servicing liabilities subsequently measured at
          fair value in the  statement  of  financial  position  and  additional
          disclosures  for  all  separately   recognized  servicing  assets  and
          servicing  liabilities.  This  statement is effective for fiscal years
          beginning after  September 15, 2006, with early adoption  permitted as
          of the beginning of an entity's fiscal year.  Management  believes the
          adoption  of this  statement  will  have no  impact  on the  Company's
          financial condition or results of operations.

          In February  2006,  the Financial  Accounting  Standards  Board issued
          Statement of Financial  Accounting  Standards No. 155, "Accounting for
          Certain Hybrid Financial  Instruments,  an Amendment of FASB Standards
          No.  133  and  140"  (hereinafter  "SFAS  No.  155").  This  statement
          established the accounting for certain  derivatives  embedded in other
          instruments.  It simplifies  accounting for certain  hybrid  financial
          instruments  by  permitting  fair value  remeasurement  for any hybrid
          instrument  that contains an embedded  derivative that otherwise would
          require  bifurcation  under  SFAS  No.  133 as well as  eliminating  a
          restriction on the passive  derivative  instruments  that a qualifying


                                    Page F-13

                                       42

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

          i.  Recently Issued Accounting Pronouncements (Continued)

          special-purpose  entity  ("SPE")  may hold  under SFAS No.  140.  This
          statement allows a public entity to irrevocably elect to initially and
          subsequently  measure a hybrid instrument that would be required to be
          separated  into a host contract and derivative in its entirety at fair
          value (with  changes in fair value  recognized in earnings) so long as
          that instrument is not designated as a hedging instrument  pursuant to
          the  statement.  SFAS  No.  140  previously  prohibited  a  qualifying
          special-purpose  entity from holding a derivative financial instrument
          that pertains to a beneficial  interest other than another  derivative
          financial  instrument.  This  statement is effective  for fiscal years
          beginning after  September 15, 2006, with early adoption  permitted as
          of the beginning of an entity's fiscal year.  Management  believes the
          adoption  of this  statement  will  have no  impact  on the  Company's
          financial condition or results of operations.

          In  May  2005,  the  Financial   Accounting  Standards  Board,  issued
          Statement  of  Financial   Accounting   Standards  ("SFAS  No.  154"),
          "Accounting  Changes and Error Corrections," which replaces Accounting
          Principles Board Opinion No. 20, "Accounting Changes," and SFAS No. 3,
          "Reporting  Accounting  Changes in Interim Financial  Statements -- An
          Amendment of APB Opinion No. 28".  SFAS No. 154  provides  guidance on
          accounting for and reporting changes in accounting principle and error
          corrections.   SFAS  No.  154  requires  that  changes  in  accounting
          principle  be  applied   retrospectively  to  prior  period  financial
          statements and is effective for fiscal years  beginning after December
          15, 2005.  The Company does not expect SFAS No. 154 to have a material
          impact on its consolidated financial position,  results of operations,
          or cash flows.

          In March 2005, the Financial  Accounting Standards Board (FASB) issued
          FASB  Interpretation  No. 47 ("FIN 47"),  "Accounting  for Conditional
          Asset  Retirement   Obligations."  FIN  47  clarifies  that  the  term
          "conditional  asset retirement  obligation," which as used in SFAS No.
          143, "Accounting for Asset Retirement  Obligations," refers to a legal
          obligation to perform an asset retirement activity in which the timing
          and (or) method of settlement  are  conditional on a future event that
          may or may not be within the  control of the  entity.  The entity must
          record a liability for a "conditional" asset retirement  obligation if
          the fair value of the obligation can be reasonably  estimated.  FIN 47
          also  clarifies  when an entity would have  sufficient  information to
          reasonably estimate the fair value of an asset retirement  obligation.
          FIN 47 is effective no later than the end of fiscal years ending after
          December 15, 2005.



                                    Page F-14

                                       43

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

          i.  Recently Issued Accounting Pronouncements (Continued)

          In December  2004,  the Financial  Accounting  Standards  Board issued
          Statement of Financial  Accounting  Standards No. 153. This  statement
          addresses the  measurement  of exchanges of non monetary  assets.  The
          guidance  in  APB  Opinion  No.  29,   "Accounting  for  Non  monetary
          Transactions,"  is  based  on  the  principle  that  exchanges  of non
          monetary  assets  should be  measured  based on the fair  value of the
          assets  exchanged.  The  guidance in that  opinion  however,  included
          certain exceptions to that principle. This statement amends Opinion 29
          to  eliminate  the  exception  for non  monetary  exchanges of similar
          productive  assets  and  replaces  it  with a  general  exception  for
          exchanges  of  non  monetary   assets  that  do  not  have  commercial
          substance.  A non monetary  exchange has  commercial  substance if the
          future cash flows of the entity are  expected to change  significantly
          as a result of the exchange. This statement is effective for financial
          statements  for fiscal years  beginning  after June 15, 2005.  Earlier
          application  is permitted for non monetary  asset  exchanges  incurred
          during  fiscal  years  beginning  after the date of this  statement is
          issued.  Management  believes the adoption of this statement will have
          no impact on the financial statements of the Company.

          In December 2004, the Financial  Accounting  Standards  Board issued a
          revision  to  Statement  of  Financial  Accounting  Standards  No. 123
          (revised  2004),  "Share-Based  Payments"  (hereinafter  "SFAS No. 123
          (R)"). This statement replaces FASB Statement No. 123, "Accounting for
          Stock-Based   Compensation",   and  supersedes  APB  Opinion  No.  25,
          "Accounting  for  Stock  Issued  to  Employees".   SFAS  No.  123  (R)
          establishes  standards  for the  accounting  for  share-based  payment
          transactions in which an entity  exchanges its equity  instruments for
          goods or services.  It also addresses  transactions in which an entity
          incurs liabilities in exchange for goods or services that are based on
          the  fair  value of the  entity's  equity  instruments  or that may be
          settled by the issuance of those equity  instruments.  This  statement
          covers a wide range of share-based compensation arrangements including
          share options, restricted share plans,  performance-based award, share
          appreciation  rights and employee share purchase  plans.  SFAS No. 123
          (R) requires a public entity to measure the cost of employee  services
          received in exchange for an award of equity  instruments  based on the
          fair value of the award on the grant date ( with limited  exceptions).
          That cost will be recognized in the entity's financial statements over
          the period  during which the employee is required to provide  services
          in exchange for the award.  Management has not currently evaluated the
          impact of adoption on its overall  results of  operations or financial
          position.



                                    Page F-15

                                       44

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

          i.  Recently Issued Accounting Pronouncements (Continued)

          In November  2004,  the Financial  Accounting  Standards  Board (FASB)
          issued Statement of Financial Accounting Standards No. 151, "Inventory
          Costs-- an amendment of ARB No. 43, Chapter 4". This statement  amends
          the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
          the accounting for abnormal amounts of idle facility expense, freight,
          handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43,
          Chapter 4,  previously  stated  that ". . . under some  circumstances,
          items  such as  idle  facility  expense,  excessive  spoilage,  double
          freight,  and  rehandling  costs  may  be so  abnormal  as to  require
          treatment as current period  charges.  . . ." This statement  requires
          that those items be recognized as current-period charges regardless of
          whether they meet the criterion of "so  abnormal."  In addition,  this
          Statement  requires that allocation of fixed  production  overheads to
          the  costs  of  conversion  be  based on the  normal  capacity  of the
          production facilities. This statement is effective for inventory costs
          incurred during fiscal years beginning after June 15, 2005. Management
          believes the adoption of this statement had no material  impact on the
          Company.

          In May 2003, the Financial Account Standards Board issued Statement of
          Financial  Accounting  Standards  No.  150,  "Accounting  for  Certain
          Financial  Instruments with Accounting  Standards no. 150, "Accounting
          for  Certain  Financial   Instruments  with  Characteristics  of  Both
          Liabilities  and Equity"  (hereinafter  "SFAS No. 150").  SFAS No. 150
          establishes  standards for classifying and measuring certain financial
          instruments  with  characteristics  of both liabilities and equity and
          requires  that those  instruments  be  classified  as  liabilities  in
          statements   of  financial   position.   Previously,   many  of  those
          instruments  were classified as equity.  SFAS No. 150 is effective for
          financial  instruments entered into or modified after May 31, 2003 and
          otherwise is effective at the  beginning of the first  interim  period
          beginning  after June 15,  2003.  Management  believes the adoption of
          this  statement  had no  impact  on the  financial  statements  of the
          Company.

          In  April  2003,  the  Financial  Accounting  Standards  Board  issued
          Statement of Financial  Accounting  Standards  No. 149,  "Amendment of
          Statement  133  on  Derivative  instruments  and  Hedging  Activities:
          (hereinafter  "SFAS No.  149").  SFAS No. 149 amends and clarifies the
          accounting for derivative  instruments,  including certain  derivative
          instruments  embedded in other contracts,  and for hedging  activities
          under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
          Activities". This statement is effective for contracts entered into or
          modified  after  December  31,  2003  and  for  hedging  relationships
          designated after December 31, 2003.  Management  believes the adoption

                                    Page F-16

                                       45

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

          i.  Recently Issued Accounting Pronouncements (Continued)

          of this  statement  had no impact on the  financial  statements of the
          Company.

          In January  2003,  the FASB issued FIN 46,  Consolidation  of Variable
          Interest  Entities - an  interpretation of ARB No. 51, and in December
          2003,  issued a revised FIN 46(R),  Consolidation of Variable Interest
          Entities  - an  interpretation  of ARB No. 51,  both of which  address
          consolidation of variable  interest  entities.  In addition,  the FASB
          issued  various FASB Staff  Positions  (FSP) on this topic in December
          2003.  FIN 46 expands the criteria for  consideration  in  determining
          whether  a  variable  interest  entity  should  be  consolidated  by a
          business  entity,  and  requires  existing   unconsolidated   variable
          interest  entities  (which  include,  but are not limited to,  Special
          Purpose  Entities,  or  SPEs)  to be  consolidated  by  their  primary
          beneficiaries if the entities do not effectively  disperse risks among
          parties involved.  This  interpretation was immediately  applicable to
          variable  interest  entities  created  after  January  31,  2003.  The
          adoption  of this  portion of FIN 46 has not had a material  effect on
          the Company's results of operations, cash flows or financial position.
          FIN 46 was applicable in 2004 to variable  interest  entities in which
          an  enterprise  holds a variable  interest  that was  acquired  before
          February 1, 2003.  The adoption of this portion of FIN 46 did not have
          a  material  effect  on the  results  of  operations,  cash  flows  or
          financial position of the Company.

          j.  Advertising

          The Company follows the policy of charging the costs of advertising to
          expense as incurred.  Advertising expense for the years ended December
          31, 2005 and 2004 was $76,523 and $113,326, respectively.

          k.  Stock Options

          As permitted by FASB  Statement  No. 148  "Accounting  for Stock Based
          Compensation",  the Company elected to measure and record compensation
          cost  relative to  employee  stock  option  costs in  accordance  with
          Accounting  Principles Board ("APB") Opinion 25, "Accounting for Stock
          Issued to Employees,"  and related  interpretations  and make proforma
          disclosures  of net income and earnings per share as if the fair value
          method of valuing stock  options had been  applied.  Under APB Opinion
          25,  compensation  cost is  recognized  for stock  options  granted to
          employees  when the option  price is less than the market price of the
          underlying common stock on the date of grant.



                                    Page F-17

                                       46

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

          l. Financial Content

          The Company's cost of sales is the cost of the stock quotation data it
          purchases  from the  various  stock  markets  to which  its  customers
          subscribe.   At  December  31,  2005, the Company's  accounts  payable
          included $261,910 due to various markets and quotation services.

          m. Accounts Receivable and Bad Debts

          The Company estimates bad debts utilizing the allowance method,  based
          upon past  experience and current market  conditions.  At December 31,
          2005 and 2004, the Company  determined  that no allowance was required
          although  writeoffs  in the amounts of $26,408  and $0,  respectively,
          were charged to bad debt expense in these two periods then ended.  The
          Company also wrote off as  uncollectible  a note receivable of $10,000
          in 2005.

          n.  Marketable Securities-Available for Sale

          The   Company   occasionally   receives   marketable   securities   as
          compensation for its advertising  services.  The Company's  marketable
          securities are classified as "available  for sale".  Accordingly,  the
          Company  originally  recognizes  the  shares at the fair  value of the
          services  performed.  The shares  are  evaluated  quarterly  using the
          specific identification method. Any unrealized holding gains or losses
          are reported as Other Comprehensive Income and as a separate component
          of  stockholder's  equity.  Realized  gains and losses are included in
          earnings.

          A company related to the Company by common  management  issued 300,000
          shares of common stock for advertising  services,  which classified as
          available for sale.

          Marketable Securities-Available for Sale are as follows:

                  Balance, January 1, 2004            $         -

                  Unrealized gains and losses                   -
                  Realized gains and losses                     -
                                                      -----------

                  Balance, December 31, 2004          $         -

                  Marketable securities received
                   for services in 2005                   135,000
                  Unrealized gains and losses             185,800
                                                      -----------

                                    Page F-18

                                       47

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

          n.  Marketable Securities-Available for Sale (Continued)


                  Balance, December 31, 2005          $   320,800
                                                      ===========

                  Marketable Securities-Available
                   for Sale                           $     8,800
                  Marketable Securities-Available
                   for sale-related party                 312,000
                                                      -----------

                  Balance, December 31, 2005          $   320,800
                                                      ===========


          o.  Fair Value of Financial Instruments

          The  Company's  financial  instruments  as  defined  by  Statement  of
          Financial Accounting Standards No. 107,  "Disclosures about Fair Value
          of Financial  Instruments,"  include cash, trade accounts  receivable,
          and  accounts  payable  and  accrued  expenses.  All  instruments  are
          accounted  for on a  historical  cost basis,  which,  due to the short
          maturity of these financial  instruments,  approximates  fair value at
          December 31, 2005 and December 31, 2004.

          p. Reclassification

          Certain  amounts from prior periods have been  reclassified to conform
          to the current period presentation. This reclassification has resulted
          in no  changes  to the  Company's  accumulated  deficit  or net losses
          presented.

NOTE 2 -  GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  applicable  to a going concern which
          contemplates  the realization of assets and liquidation of liabilities
          in the normal course of business. The Company has recorded significant
          losses from  operations  and has a deficit in its  working  capital as
          well as in its  stockholders'  equity which together raise substantial
          doubt about its ability to continue as a going concern.

          In order to continue as a going concern and achieve a profitable level
          of operations,  the Company will need, among other things, to increase
          sales of its advertising and subscription services.


                                   Page F-19

                                       48

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 2 -  GOING CONCERNS(Continued)

          Management's  plans  to  continue  as  a  going  concern  include  the
          following items:

          1)  Concentrating  its efforts on increasing the number of subscribers
          to its  stock-tracking  product,  known as e-gate  thereby  increasing
          sales and  increasing  the  advertisers  on the Company's web site and
          email program.  2) Continuing to increase its gross profit  percentage
          by increasing  sales. 3) Converting  related party debt to equity when
          cash flow does not permit cash payments of this debt.

          The ability of the Company to continue as a going concern is dependent
          upon its ability to successfully  accomplish the  aforementioned  plan
          and  eventually   attain  profitable   operations.   The  accompanying
          financial  statements  do not  include any  adjustments  that might be
          necessary if the Company is unable to continue as a going concern.

NOTE 3 -  PROPERTY AND EQUIPMENT

          Property  and  Equipment  are  recorded  at  cost,  less   accumulated
          depreciation.  Depreciation  and  amortization  on capital  leases and
          property and equipment are determined using the  straight-line  method
          over the  estimated  useful  lives  (usually 5 years) of the assets or
          terms of the leases.

          The  following  is a summary  of the  Company's  major  categories  of
          property and equipment at December 31, 2005:

                  Office equipment                     $           168,960
                  Computer equipment                                26,072
                  Software                                          68,175
                  Less accumulated depreciation                   (216,676)
                                                       -------------------
                                                       $            46,531
                                                       ===================

          Depreciation  expense for the years ended  December  31, 2005 and 2004
          was $9,793 and $27,602, respectively. Expenditures for maintenance and
          repairs are expensed when incurred and betterments are capitalized.

NOTE 4 -  CONVERTIBLE PREFERRED STOCK

           The Company has 2,000,000 outstanding shares of convertible Class
           "A" preferred stock with the following features:

           * Each preferred share is convertible into five underlying common
             shares at a conversion price of $0.05 per common share.


                                   Page F-20

                                       49

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 4 -  CONVERTIBLE PREFERRED STOCK(Continued)

           * Each holder of Class "A" preferred shares shall be entitled to
             five(5)votes(which can be voted prior to conversion) for every
             preferred share held to vote on any matters brought before the
             shareholders of the Company.
           * The preferred shares are assignable.
           * The  preferred  shares  vest  immediately  to  the holder upon
             issuance and cannot be canceled.

NOTE 5 -  OUTSTANDING COMMON STOCK OPTIONS AND STOCK PURCHASE WARRANTS

          Under FASB Statement 123, the Company estimates the fair value of each
          stock  award at the  grant  date by  using  the  Black-Scholes  option
          pricing model.  The following  weighted  average  assumptions used for
          grants in the years ended December 31, 2005  and 2004:  dividend yield
          of  zero  percent  for  all years;  expected volatility of 151.20% and
          0.00%;  risk-free interest rates of 2.14% and 2.77% and expected lives
          of 5.0 and 0.0, respectively.

          Had  compensation  cost for the  Company's  stock  options  and  stock
          warrants  granted to directors  and  employees  been based on the fair
          value as determined by the  Black-Scholes  option pricing model at the
          grant  date  under the  accounting  provisions  of SFAS No.  123,  the
          Company would have recorded an  additional  expense of $1,259,726  and
          $2,275,941   for  the  years  ended   December   31,  2005  and  2004,
          respectively. Also under these same provisions, the Company's net loss
          would have been changed by the pro forma amounts indicated below:

                                                        Years Ended
                                                        December 31,
                                          --------------------------------------
                                                 2005                 2004
                                          -----------------  -------------------
              Net loss:
                As reported               $       (519,003)  $      (2,060,976)
                Pro forma                 $     (1,778,729)  $      (4,336,917)

              Basic loss per share:
              As reported                 $          (0.02)  $           (0.10)
              Pro forma                   $          (0.07)  $           (0.21)

          The general terms of awards such as vesting  requirements(usually 1 to
          2 years),  term of options granted  (usually 10 years),  and number of
          shares  authorized  for grants of options or other equity  instruments
          are determined by the Board of Directors.




                                    Page F-21

                                       50

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 5 - OUTSTANDING STOCK OPTIONS AND PURCHASE WARRANTS (Continued)

          A summary of the status of the Company's stock options and warrants as
          of December  31, 2005 and changes  during the year ended  December 31,
          2005 is presented below:

                                                            Weighted   Weighted
                                                Options     Average    Average
                                                and         Exercise Grant Date
                                                Warrants     Price    Fair Value
                                             -------------- --------  ----------
              Outstanding, December 31, 2004    19,788,812  $   0.46  $    0.46
               Granted                          14,725,000      0.27       0.25
               Expired                             (32,815)    12.50      12.50
               Exercised                          (683,500)     0.44       0.44
                                             -------------  --------  ---------
              Outstanding, December 31, 2005    33,797,497  $   0.38  $    0.38
                                             =============  ========  =========
              Exercisable, December 31, 2005    31,392,000  $   0.40  $    0.40
                                             =============  ========  =========
<TABLE>
<S>             <C>              <C>         <C>         <C>      <C>         <C>
                                          Outstanding                 Exercisable
                                 -------------------------------- --------------------
                                              Weighted
                                              Average    Weighted             Weighted
                                    Number    Remaining   Average   Number     Average
                   Range of      Outstanding Contractual Exercise Exercisable Exercise
                Exercise Prices  at 12/31/05    Life      Price   at 12/31/05 Price
                ---------------  ----------- ----------- -------- ----------- ---------
                $         0.30    6,000,000       19.56  $   0.22  2,000,000  $    0.22
                          0.25    4,500,000        9.64      0.25  1,125,000       0.25
                          0.35    4,000,000        8.92      0.35  4,000,000       0.35
                          0.45   15,000,000        7.00      0.45 15,000,000       0.45
                          0.25    2,517,000        3.92      0.25  2,517,000       0.25
                          0.90    1,405,497        2.72      0.90          0       0.90
                          2.15      150,000        1.08      2.15    150,000       2.15
                          0.78      225,000        0.40  $   0.78    225,000  $    0.78
                                 ----------                       ----------
                $        12.50   33,797,497                       25,017,000
                                 ==========                       ==========
</TABLE>

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





                                    Page F-22

                                       51

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 5 - OUTSTANDING STOCK OPTIONS AND PURCHASE WARRANTS (Continued)

<TABLE>
<CAPTION>
                                                                                        Number          of
                                                                                        securities
                                       Number            of                             remaining
                                       securities   to   be      Weighted-average       available      for
                                       issued                    exercise    price      future    issuance
  Equity  compensation  plans not      upon   exercise   of      of    outstanding      under       equity
  approved by security holders         outstanding options       options                compensation plans
  --------------------------------     ---------------------     ------------------     -------------------
  <S>                                  <C>                       <C>                    <C>
  2000 stock option plan                   1,500,000                  $ 0.14                            -
  --------------------------------     ---------------------     ------------------     -------------------

  2002 stock option plan                   2,100,000                  $ 0.10                            -
  --------------------------------     ---------------------     ------------------     -------------------

  2003 stock option plan                     250,000                  $ 0.05                            -

  2004  and  2004A  stock  option
  plans                                    3,500,000                  $ 0.16                            -

  2005 stock option plan                   2,000,000                  $ 0.09                    3,230,000
  --------------------------------     ---------------------     ------------------     -------------------

  Total                                    9,350,000                                            3,230,000
  --------------------------------     ---------------------     ------------------     -------------------
</TABLE>

NOTE 6 -  RELATED PARTY TRANSACTIONS

          Compensation
          ------------
          During the year ended December 31, 2005,  two companies  owned for the
          benefit of the two officers of the Company  received  cash of $480,000
          which was recorded as related party compensation. No bonus was awarded
          for 2005.

          During  the year  ended  December  31,  2004,  the  same  two  related
          companies earned  compensation  valued at $920,000.  This compensation
          consisted  of $480,000 of salaries  and  $440,000 of accrued  bonuses.
          These  amounts were accrued and unpaid at December 31, 2004.  In 2005,
          $910,000  of the  accrued  bonus was paid in  shares of the  Company's
          common stock and  $229,751 of the accrued  salaries  were  received in
          cash.

          In December 2004, the Company  awarded two (2) 1,000,000 share bonuses
          to its  executive  officers for services  rendered.  These shares were
          issued  subsequent  to December 31, 2004,  so the Company  accrued the
          value of the shares  which was $0.22 per share for a total  accrual of
          $440,000.


                                    Page F-23

                                       52

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 6 -  RELATED PARTY TRANSACTIONS(Continued)

              Related  party  payables at December  31,  2005  consisted  of the
              following:

                           Officer bonus from 2004      $     10,000
                           Officer accrued wages             419,928
                                                        ------------
                                                        $    429,928
                                                        ============

          In January 2004, the Company granted options to its executive officers
          to purchase  15,000,000 shares of its common stock at $0.45 per share.
          13,000,000  of these  options  vested  immediately  and the balance in
          2005. In November 2004, the Company granted  1,600,000  options to its
          executive  officers as part of its 2004 option plan.  400,000 of these
          options  vested upon grant,  the balance  vested in 2005.  In November
          2004, the Company also granted  warrants to its executive  officers to
          purchase 4,000,000 shares of its common stock at $0.35 per share.

          In July 2005, the Company granted 6,000,000  warrants to its executive
          officers.  2,000,000 of these warrants vested upon grant,  the balance
          vest at the determination of the board of directors. In July 2005, the
          Company also issued  3,800,000  options to its  executive  officers as
          part of its 2005 option  plan.  950,000 of these  options  vested upon
          grant, the balance will be vested at the determination of the board of
          directors.

          Related Company
          ---------------
          The  principal  accounting  officer of the  Company is an officer in a
          Canadian Company which pays the Canadian bills for the Company. All of
          the Company's  liabilities  denominated in Canadian  dollars have been
          converted to US dollars at the year end exchange rate and are included
          in accounts payable.

          Komodo, Inc.
          ------------
          During the year ended December 31, 2004, the Company  advanced $70,256
          to  Komodo,  Inc.,  a related  company  by  virtue of common  majority
          shareholders,  to pay expenses.  This amount was repaid to the Company
          by December 31, 2004. In 2005,  the Company was paid shares of Komodo,
          Inc. valued at $135,000 for its advertising  services.  The shares are
          held as an investment by the Company.






                                    Page F-24

                                       53

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 7 -  COMMITMENTS AND CONTINGENCIES

          Office Lease
          ------------

          The  Company  leases  office  space  as  a  part  of a  sublease  on a
          month-to-month  basis.  The master lease expires in February 2007. The
          monthly  lease  payment is $9,000.  Rent  expense  for the years ended
          December  31,  2005 and 2004 was $93,754  and  $84,722,  respectively,
          which includes common area maintenance charges.

          Third Party Providers
          ---------------------

          The  Company  has one  year  contracts  with  Reuters,  Acquire  Media
          Corporation  and  Hemscott,  Inc.  which call for monthly  payments of
          $34,500, $4,500 and $5,000, respectively.

          Litigation
          ----------

          The  Company is the  defendant  in  litigation  pending in the Supreme
          Court of British  Columbia,  Canada. In this action which was filed on
          December 23, 2003 the Plaintiff alleges it is owed the sum of $279,664
          pursuant to a licensing  Agreement  executed by the  Plaintiff and the
          Defendant in 1999.  The Company denies any liability and is vigorously
          defending itself against this claim.

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

          The Company is subject to potential  liability  under  contractual and
          other  matters  and  various  claims  and legal  actions  which may be
          asserted.  These matters  arise in the ordinary  course and conduct of
          business.  While the outcome of the potential claims and legal actions
          cannot be forecast  with  certainty,  the Company  believes  that such
          matters should not result in any liability which would have a material
          adverse effect on its business.








                                    Page F-25

                                       54

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 8 -  INCOME TAXES

          Net  deferred tax assets  consist of the  following  components  as of
          December 31, 2005 and 2004:
                                             2005          2004
                                      --------------- ---------------
          Deferred tax assets:
            NOL carryover             $    3,375,789  $    3,020,432
            Contribution carryover             4,678           4,678
            Capital loss                      48,507          48,507
            Depreciation                       2,284           2,284
            Accrued expenses                   3,900         358,800
          Deferred tax liabilities:                -               -

          Valuation allowance             (3,435,158)     (3,434,701)
                                      --------------  --------------
          Net deferred tax asset      $            -  $            -
                                      ==============  ==============

          The  income  tax  provision  differs  from the  amount of  income  tax
          determined by applying the U.S.  federal and state income tax rates of
          39% to pretax income from  continuing  operations  for the years ended
          December 31, 2005 and 2004 due to the following:

                                                   2005            2004
                                              -------------- --------------
              Book Loss                       $   (519,003)  $   (811,506)
              Stock for services/options           517,832        271,780
              Accrued bonus                       (910,000)             -
              Other                                      -          2,013
              Valuation allowance                  911,171        537,713
                                              ------------   ------------
                                              $          -   $          -
                                              ============   ============

          At December 31, 2005, the Company had net operating loss carryforwards
          of approximately  $8,650,000 that may be offset against future taxable
          income  from the year  2005  through  2025.  No tax  benefit  has been
          reported in the  December  31,  2005  financial  statements  since the
          potential  tax benefit is offset by a valuation  allowance of the same
          amount.  The change in the allowance account from December 31, 2004 to
          December 31, 2005 was $457.

          Due to the  change in  ownership  provisions  of the Tax Reform Act of
          1986,  net  operating  loss   carryforwards  for  Federal  income  tax
          reporting purposes are subject to annual limitations.  Should a change
          in ownership occur, net operating loss carryforwards may be limited as
          to use in future years.


                                    Page F-26

                                       53

<PAGE>

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2005 and 2004

NOTE 9 - COMMON STOCK

          The Company has  subscriptions  receivable from the sale of its common
          stock of $99,797 as of December 31, 2005 and 2004.

          In December 2005, the Company  issued  1,072,500  shares of its common
          stock to consultants for services to be performed in the first quarter
          of 2006.  The shares were valued at $214,036  and  included in prepaid
          expenses-related parties on the balance sheet at December 31, 2005.


NOTE 10 - SUBSEQUENT EVENTS

          Subsequent to year-end,  the Company  entered into an agreement with a
          consultant  for  investor  relations  and  public  relations  services
          whereby it is obligated to issue 320,000  shares of restricted  common
          stock.  Also for the fourth,  fifth and sixth months of the  agreement
          the Company is  obligated  to issue an  additional  110,000  shares of
          restricted stock monthly.































                                   Page F-27

                                       54

<PAGE>

SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                     ALPHATRADE.COM


Dated:  March 31, 2006                               By: /s/ Penny Perfect
                                                     ---------------------
                                                     Penny Perfect
                                                     President


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



  Signature                Title                    Date



/s/ Gordon Muir            Director            March 31, 2006
------------------
Gordon J. Muir

/s/  Penny Perfect         Director            March 31, 2006
------------------
Penny Perfect

/s/ Katharine Johnston     Director            March 31, 2006
----------------------
Katharine Johnston


















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