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, 2001

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 of incorporation)                (I.R.S. Employer Identification No.)

           Suite 400
    1111 West Georgia Street
     Vancouver, BC   Canada                               V6E 4M3
(address of principal executive office)                 (zip code)

                          (604)681-7503
                   (Issuer's telephone number)

  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

Name of each exchange on which registered:  None

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.     Yes _X__   No ___

Check if there is no 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 $238,189.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price of the average bid and asked
price of such common equity, as at March 26, 2002 is $1,297,885.


                         ISSUERS INVOLVED IN BANKRUPTCY
                      PROCEEDING DURING THE PAST FIVE YEARS


Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court   n/a.

     The number of shares of common stock  outstanding  as of March 26, 2002 was
2,385,447. Documents incorporated by reference None.
Private Securities Litigation Reform Act Safe Harbor Statement


Certain  statements  included  herein and in other reports and public filings
are  forward-looking  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995.  Readers are cautioned that such forward-
looking statements,  which may be identified by words such as "may,"  "will,"
"expect," "anticipate,"   "continue,"   "estimate,"   "project,"   "intend,"
and  similar expressions are subject to risks and uncertainties that could
cause the  Company's  actual  results  and  financial  position to differ
materially.  Such  risks and  uncertainties  include,  without  limitation:
(i) general economic conditions  associated with the provision of Information
technology;  (ii) possible  adverse effects on the market price of the
Company's Common Stock due to the resale into the market of significant
amounts of Common Stock;  (iii) the potential adverse effect a decrease in the
trading price of the Company's  Common Stock would have upon the  Company's
ability to acquire  businesses  through the issuance of its securities;  (iv)
the Company's  ability to obtain  financing on  satisfactory terms;  (v) the
reliance  of the  Company  upon the  continued  service of its executive
officers;  (vi) the  Company's  ability to remain  competitive  in the markets
which it serves; (vii) the Company's ability to manage significant  amounts of
information,  and periodically expand and upgrade its information processing
capabilities;  (viii)  predictions  as to the  future  need for the Company's
services;  and (ix) other  economic,  competitive  and  governmental factors
affecting  the  Company's  operations,  market,  products and services.
Readers  are  cautioned  not to place undue  reliance  on these  forward-
looking statements,  which  speak only as of the date made.  The Company
undertakes  no obligation   to  publicly   release  the  results  of  any
revision  of  these forward-looking statements to reflect these ends or
circumstances after the date they are made or to reflect the occurrence of
unanticipated events.


ITEM 1.     DESCRIPTION OF BUSINESS

Overview:

     AlphaTrade specializes in providing  high-performance stock market data for
investors, day traders, professionals and all interested financial parties via a
product called E-Gate. We offer E-Gate to corporate  customers in five principal
market segments-Banking, Financial, Public and Investor Relations, Websites, and
Related  Companies  where our  browser-based  product can assist  companies  and
individuals  achieve  strategic  and  competitive  advantages  in their quest to
acquire new customers in the  development  of their own  businesses.  AlphaTrade
provides a cost-effective  solution for streaming,  multi-lingual market data to
Companies  and  individuals  interested  in real time stock market  information.
provider of  high-performance  stock market data with a cost effective  solution
for a multitude of financial industries.

     AlphaTrades  corporate and affiliate customers are indeed diverse including
such  markedly  different  organizations  such as  websites  catering to movies,
dating,  financial  information,  sports, gaming, online brokerage firms, banks,
futures trading and much more. But despite our customers  differences,  they all
have one thing in common: the need to attract and keep customers. In each of our
targeted market segments, we can point to substantial benefits achieved by these
companies in choosing the E-Gate product for their client base as we assist them
in achieving  their goal of increasing  their own customer base.  These benefits
include cost  savings,  value added  services  such as stock  quotes,  increased
sticky time for website visitors,  less financial  commitment since there are no
long  term  agreements,  and as new  products  are  developed  each  website  is
automatically upgraded with no effort on the part of the customer.

     The latest  generation  of E-Gate  products  underscores  a certain type of
technological  leadership.  which  is  basedon  our  highly  modular  Alphatrade
architecture  and  spearheaded by the  proprietary  Alphatrade  network  system.
Modular meaning that each  application is independent of the other and therefore
not  co-dependent on the system itself.  .The E-Gate real time streaming  market
products  are at the core of the  Alphatrade  delivery  center  now  capable  of
upscaling within days. This provides the company with the opportunity to bid for
large  contracts  with  brokerage  firms or other  financial  institutions  with
confidence  on our  ability  to handle the data load.  During  2001,  Alphatrade
sharpened its focus on streamlining the core  competencies that have defined our
product.  High-performance,  reliability  and cost effective  delivery of market
data  represent our heritage and remain at the core of everything we do. We know
that we provide a high level of performance and innovation in the  browser-based
market place for streaming  market data. In an  increasingly  digital world with
more  complex  information  to analyze,  more  concepts to  understand  and more
information  to manage,  the ability to  interpret a vast amount of data quickly
translates a world of opportunities for Alphatrade and our customers. Ultimately
it  means  many  companies  will be  enticed  to  change  from  software  driven
enterprise to the more convenient and flexible World Wide Web.

     A critical  component of our business  and  marketing  strategy is customer
service  and  cost  effective  product  pricing.  By  focusing  on our  products
reliability and price point  favorability,  our existing contacts in fiscal 2001
have  assisted  the  company  in  developing  a stable and  reliable  network of
referrals  from our  affiliate  websites and from our  subscriber  base . At the
beginning  of  fiscal  2001 we  discontinued  charging  for our  delayed  market
information which comprised the bulk of our revenue for fiscal 2000. The Company
decided that the  competition for the consumer  wanting delayed  information was
too fierce and it would benefit the Company more if it became a free service. We
anticipated  that many delayed users would subscribe to our real time service as
their need required them to do so.
     Another critical  component of our marketing  strategy is the establishment
of new markets to supply streaming stock information.  In December 2001 we added
all of the eleven German stock markets to meet potential  opportunities stemming
from  listing  our  companys  stock on the  Frankfurt  exchange,  which  became
effective in September  2001.  To  compliment  this new  development  we built a
website in German  www.alphatrade-europe.de  to make it easier for any Europeans
to sign up for our service.

History

     We were  originally  incorporated in the State of Nevada on June 6, 1995 as
Sierra  Gold  Development  Corp.  We  changed  the  companys  name to Honor One
Corporation  on October 29, 1998.  On January 6th, 2001 we acquired some browser
technology  by the issuance of common stock and to reflect the changed  focus of
our business,  the companys name was changed  Alphatrade.com  and our symbol to
EBNK. In September  2001, we received a listing on the Frankfurt  Stock exchange
and currently  trade under the symbol TDR and the WKN number 529988.  Subsequent
to December  31, 2001,  we changed our symbol to APTD after  effecting a reverse
split  on  a  1  for  50  basis.  All  references  to  common  stock  have  been
retroactively restated.

ITEM 1.     DESCRIPTION OF BUSINESS

INTRODUCTION

     AlphaTrade.com has deployed a unique thin client, browser based application
containing a multi-lingual  comprehensive suite of financial  applications named
E-Gate. The E-Gate suite of services is available to the active investor and the
financial  community for a cost effective  monthly fee. The E-Gate  applications
differ from the mainstream  competition because E-Gate does not require software
downloads  or plug-ins to view  real-time,  streaming,  financial  market  data.
Additionally,  the user can access E-Gate from anywhere in the world  regardless
of the communication bandwidth being used or speed of the Internet connection.

     Our target markets such as banks and the brokerage community, which are the
financial cornerstones of the stock market, are experiencing a major downturn in
momentum and a lack of new customers.  These  companies now find they need to do
more to attract  new assets  under  management  and to  stimulate  more  trading
activity.  Consumers  are being  empowered  by the Net and they,  equipped  with
24-hour  access,  are forcing  companies to make their pricing more palatable to
the general public, reduce time to market for new products, add new features and
enhancements  as part of  their  service  and  provide  an  exceptional  service
department.  We believe that  embracing the  Internet-driven  consumer is a long
term winning  proposition.  At  AlphaTrade we know that our primary asset is not
our  innovative  financial  tools,  as  valuable  as they are,  but  rather  the
customers  who  use  the  produce  and  recommend  it  to  others.  Keeping  the
customer-not  the  product- at the center of the  company  mission is crucial to
gaining an edge over the competition.
GENERAL DEVELOPMENT OF BUSINESS

     We are a financial  markets  content and solutions  provider  servicing the
business-to-business and business-to-consumer  financial marketplace. We collect
financial  content  directly from content  providers  and financial  information
sources.  We provide this content with a variety of optional  analytics packages
to businesses for their personal and professional use over the Internet, virtual
private networks, and local or wide area networks.

     We use  proprietary  collection  techniques  to  process  financial  market
activity and we consolidate  this  information  and update in real-time our data
warehouse. The data warehouse includes information for all of market data in the
world  for all  equities,  futures,  options,  funds  etc.  To date we only  are
distributing  market  data for  Canadian,  German  and United  States  equities,
options,  major stock  indices,  Level 1  NASDAQ-quoted  stocks,  Level 2 NASDAQ
market-maker quotes and mutual funds. . We have futures contracts and options on
futures  contracts  available for distribution  however we have not yet released
them  to  the  general  public.  We  use  proprietary  extraction  routines  and
compression algorithms to display the data over the Internet.  Once the data has
been parsed into E-Gate, and news and other financial content  incorporated,  it
is then  distributed  to our clients from our primary data  distribution  center
located  at our  executive  offices  in  Vancouver,  British  Columbia.  We also
maintain a registered office in Carson City, Nevada.

     Subscribers  access our E-Gate  applications over the Internet.  AlphaTrade
provides our customers the same institutional quality financial data without the
need for them to have their own specialty hardware or software.

     Our revenue is derived from subscription fees charged for access to E-Gate.
Our services are used primarily for monitoring  market data,  trading review and
analysis.  Our customer base consists primarily of active traders,  professional
traders,  financial  websites,  banks,  public  companies,   investor  relations
companies and security broker-dealers.

Network infrastructure

     AlphaTrades network infrastructure  consists of local directors,  firewalls
and  other  related   network   equipment  to  allow  us  to  offer  a  reliable
serviceervice.   In   addition,   we  have  our  own  server  farm  with  proven
softwareplatforms all with fail-over  capabilities.  Our Internet infrastructure
is redundant from high speed dedicated OC3 fiber to specific hardware components
such as UPS, servers, emergency power etc. This entire infrastructure is managed
and monitored  either  locally  and/or  remotely.  The  monitoring  system sends
e-mails or pager signals the moment a malfunction  is detected.  The  high-speed
bandwidth permits a secure and effective connection to AlphaTrade's intranet, so
that any  servicing  or repairs can be  immediately  resolved  from  anywhere at
anytime.  Personnel  are assigned on a 24/7 basis on the days the market is open
to ensure a continuous data stream.

E-Gate employs a proprietary protocol to communicate between the client
and the server.   A permission server validates Logins to E-Gate servers. Once
the permission server allows the client to establish a connection to an E-Gate
server, the connection between the client and server is maintained until the
client logs off.

     An  internal  staff of  programmers,  developers,  and  operators  maintain
support  for  the  E-Gate  product.  A team of  quality  control  analysts,  web
developers,  technical  and  design  specialists  ensure  the final  product  is
user-friendly  and dependable.  In addition to supporting the existing  systems,
this same staff works continually to enhance and augment operating efficiencies.

Industry Overview

The Switch to Internet Streaming Stock Market Data

     The market, we envision,  for our specialized  Internet services stems from
current and projected  changes in the nature and availability of expanded market
information availability.  Customer demand for instant, easy access is requiring
a shift  from the  hardwired  systems  which  require  dedicated  data lines and
software or hardware  installations to a simplified version that they can access
anywhere in the world from any Internet enabled  location.  This shift is driven
by a number of factors  including  consumer  interest in expanded  content  that
requires  increased  accessibility  and the  availability  of  Internet  enabled
locations.  Although the pace of this transition may have suffered somewhat from
the current  economic  slowdown,  we believe  that the  Internet  revolution  is
inevitable and ultimately will dominate the industry.

     Internet  delivery of stock market data is gaining  preference for a number
of reasons. The primary advantages are the reduced cost, instant  accessibility,
greater  convenience  and overall  ease of use.  For  example,  when you sign up
online for our service,  your access is instant,  the cost is about 50 cents per
day and you are an expert within minutes of using the system. The quality of the
digitally transmitted data is not compromised in any way with respect to latency
or accuracy of the data.

We believe that the consumer  demand in the Internet  stock market data industry
will continue to promote technology upgrades, new functionalities,  and more and
more  complex  products  and  services  which we will be able to  deliver  on an
ongoing basis.

The Stock Market Data Delivery Market

     Until recently,  the dominant stock market data delivery  companies focused
on  large  corporate   clients  such  as  brokerage  firms,   banks,   financial
institutions  and priced their  products  accordingly.  To provide this service,
these operators  invested heavily in an infrastructure  designed around software
upgrades,  hardware installations and long-term contractual  obligations for the
subscribers.

     The Industry move to Internet  delivery offers expanded  opportunities  for
additional  subscribers from sectors of the market that were previously ignored.
The cost of an  Internet  subscription  for these  services is a fraction of the
cost of the hard-wired  system both for the  subscriber and for the company.  We
minimize the cost of acquiring customers and our market is substantially greater
than ever  before due to the  reduced  cost and the  greater  accessibility.  We
believe  that the  higher  costs for the  systems  of the past will  incentivize
people to change from their existing system to a more cost effective system like
Alphatrade.

Our Market Opportunity

     Historically,  during  times of financial  chaos,  most  companies  seek to
reduce their  financial  commitments  and we anticipate that many companies will
make a cost  effective  change  with their  quote  services  when their  current
agreements  expire.  We believe that  Alphatrade is one of those cost  effective
alternatives  and quite likely could get new customers  principally due to their
favorable pricing  structure.  We believe that the fundamental shift to Internet
stock market data delivery will create lasting revenue growth  opportunities for
us.  Combined with the downturn in the economy over the past 18-24  months,  the
switch to Internet  providers is becoming more prevalent for a number of reasons
 first and foremost being cost, then  convenience and  reliability.  With these
factors ranking so high in the Internet  products,  it stands to reason that the
limited  functionality  and  relatively  low  technology of  predecessor  market
suppliers cannot dominate the industry indefinitely.

     We  believe  that  Internet  delivery  compounded  with the  growth  of the
broadband  industry over time,  will be a compelling  choice for all financially
oriented  companies.  The trend is  already  evident  in North  America  as many
households have cable and ADSL Internet  connections , and we are now witnessing
significant  market  interest in contracting  our services in other parts of the
world.  We believe this  interest and the need for our services will continue to
be fueled by the following factors:

Customers want simplified Internet products

     The digital  shift is happening  worldwide  and the need for  appropriately
programmed  products that can be understood by all subscribers is vital. Ease of
use and instant accessibility will be key growth factors for companies competing
in  this  sector  of  the  marketplace.   Our  E-Gate  products  are  understood
universally and fit naturally into the technical and service  functions they are
programmed to perform.

Long Term agreements are a financial burden for Companies

     We believe that financially oriented companies such as brokerage firms will
increasingly  elect to reduce their financial  exposure by eliminating long term
agreements for basic services like stock quotes  especially if there is a source
that  allows  for  monthly  commitments.  In  addition,  they might also seek to
outsource  any stock quote  service that they offer for their clients as a value
added  service so they can retain  their focus on their core  business  which is
asset accumulation and commission generation. Generally speaking, providing this
type of additional  service to a client base can be complicated  and may require
significant capital  investment.  In light of these factors, we expect brokerage
firms  especially  to rethink  their current  strategies  to  increasingly  seek
efficiencies and economies of scale through outsourcing.

The Technology Age

     The technology age has expanded greatly the amount of potential subscribers
available to use our service.  The markets are more complex than ever before and
use more sophisticated investment strategies that it is becoming imperative that
anyone  interested in investing  must have access to real time  streaming  stock
market information. It is an axiom that the more complex things become; the more
likely  people  will  need  more  information  with  which  to  make  investment
decisions.  We have made our product  exceedingly easy to access, cost effective
and  multi-lingual  therefore we expect to increase the number of subscribers as
our marketing efforts increase our exposure in the global marketplace.

Industry Consolidation

     Consolidation in the industry is a burgeoning trend caused at least in part
by increased  capital  requirements to meet ongoing demands to service equipment
or to add new equipment as old equipment  becomes  obsolete.  Competition in the
financial  portal  market  where  revenue   generation  has  been  dependent  on
advertising  rather than  subscriptions  has caused the demise of many operators
and those left are  inadequately  prepared  to compete in the stock  market data
dissemination  business.  Additionally  companies  are  still  required  to fund
capital  needs and  attract  and  develop  necessary  skills and  systems.  This
consolidation  tends to eliminate smaller companies or those companies that have
not advanced with the Internet  boom.  Conversely,  it tends to favor  companies
that have a versatile product that is easily adaptable to new markets

Our Business

     The Company provides real-time financial market data, fundamental research,
charting,   and  charting  to  professional  and  individual  investors  through
dedicated   telecommunication   lines  and  the   Internet.   The  Company  also
disseminates news and third-party database information from more than 45 sources
worldwide.

     The Company  delivers  mission  critical  information  to a wide variety of
investors and professionals in the financial community. Market data is delivered
direct  to  the  Company's   facilities,   where  the  data  is   simultaneously
redistributed to its customers.  Once the user is attached to the Company's host
server, the connection link is constant, like an open telephone connection. This
allows the system to provide  dynamically  updating stock quotes and news and to
immediately respond to all queries.

     Our business model is to acquire  subscribers for our E-Gate Internet stock
quote service. The E-Gate service includes:

1.       Stock quotes: each column can be customized, you can save preferences,
view 60 stocks per window and create your own alerts.
2.       Level II: easy to spot how the Market Makers and ECNs are lining up,
 identify  imbalances  in bid and ask prices,  view time and  sales as it
 happens,  and  subscribers  can open up to 12 Level II  screens  at once to
  compare  investment
                     choices.
3.       News: E-Gate provides the most  comprehensive  in-depth news coverage
from over 45 leading suppliers  including  BusinessWire,
                     PR NewsWire,  and more.  The news is symbol  sensitive
so as you watch  particular  stocks you know instantly when
                     there is current news.  No menus, no commands to remember
 just point and click to get the story.
4.       Charts - intraday and  historical:  E-Gates  charting  capabilities
are complex  subscribers can create dynamic charts in a
                     variety of formats including HCL,  candlestick,  relative
  performance and many more including your analysis tools
                     like simple moving average,  bollinger bands, weighted
close, momentum and many others.  1,5,15,30 minute, hourly,
                     daily and weekly  summaries of all North American and
German  equities.  Open up to 12 charts  simultaneously  and
                     compare different companies or indices using your own
particular trading strategies.
5.       Actives Most:  keep track of all the markets; change the display
with a single click.
6.       Mutual Funds, indices, option chains and scrolling stock ticker a
re also available.
7.       Time and Sales for the past three days for any listed equity.
8.       Alerts enable  subscribers  to set  customizeable  alerts for one
or more stocks with a variety of parameters  such as volume,
                     price highs or lows.
9.       Portfolio  managers:  enable  subscribers  to enter up to 600 equities
 in 10 separate  portfolios.  Each portfolio can display
                     multiple  currency  prices making  arbitrage  easier for
 clients  trading  companies  that are listed and trade on
                     multiple exchanges.

     E-Gate  is a  real-time  financial  market  data  feed  application,  which
collects,  analyzes,  processes,  stores,  compresses,  and transmits  financial
content.  Subscribers  have  access  to  comprehensive  information  on  stocks,
options,  indices, and news, including bid and ask prices, charts,  research and
other information for any listed or Nasdaq-traded  stock, all OTC-BB stocks, all
German listed companies and Canadian listed companies.

     E-Gate is designed to provide  subscribers access to real time stock market
information at less cost and greater  convenience than any product on the market
today.  Subscribers do not need to purchase, lease or download any software. All
of the financial  applications  are available via the Internet for a low monthly
subscription price.

EASE OF USE

     AlphaTrade  has  designed  the E-Gate  system to be user  friendly and very
simple to operate.  All functions are handled through an independent MENU, which
pops up after  you  login.  The Menu is a  collection  of  individual  financial
applications,  which can be  independently  opened from the user's desktop.  The
menu is also customized with our corporate  clients logo when we white-brand our
products.
     Remote Manager:  Our remote Client  Management  tool is a comprehensive  e-
business solution  providing  everything a business needs to quickly offer real-
time  quotes and news fully  integrated  into their site via the  Internet.  Our
Remote Manager  eliminates  lengthy  development  time and eases  administrative
processes. The Remote Manager is a turnkey solution to providing the client with
back-end  tools  such as  administrative  database,  online  sign-up  templates,
exchange  authorizations,  automatic  reports and  billing.  The Remote  Manager
provides  businesses with the back office processing  capabilities to set up and
maintain  a database  of their  clients.  The Remote  Manager  was  designed  to
interface   with  an   existing   back   office.   Features   include:   account
administration,  reporting  and  online  billing,  easy  sorting  and  searching
capabilities.  The Remote  Manager  allows for access  from  multiple  locations
through its browser-based  software and makes it easy to configure and customize
client data.

     E-Quote tools: Since AlphaTrade is a client-server java application;  their
products are not restricted by the limitations of HTML. With financial  products
using HTML displayed data remains static until a query is repeated. In contrast,
the E-Quote tools deliver and automatically update a continuous,  dynamic stream
of market  data to the  client's  screen.  The  Company  believes  this  product
provides a substantial  marketing edge over other web-based  products offered by
competitors.  Products  available here include  detailed  quote,  charts,  news,
streaming  stock ticker and snap quote all 15-20 minutes  delayed and offered at
no cost to the host site.

Key Marketing Points

     E-Gate is cost effective: only $17.00 US per month plus applicable exchange
fees.  No  long-term  contracts,  sign up for a month or a year.  At this price,
subscribers  can use E-Gate as a  supplementary  stock quote system,  to augment
their current system or as the system of choice for streaming stock market data.

Access is instant:  no matter when or where you sign up, access is immediate.

     E-Gate is  user-friendly:  no  complicated  manuals to read, no commands to
enter,  just login and start  using the  system.  A short 2 minute  tutorial  is
available in five different languages.

     E-Gate is mobile:  purchase one subscription;  use it at home, on the road,
from a cyber cafe,  in Germany or anywhere in the world,  at the office and from
any computer.

     E-Gate is multi-lingual: language preferences are chosen when you login and
the change is instant.  E-Gate is perfect for the  professional  who has clients
who speak a foreign  language or for those people who regularly  travel to other
countries to conduct
business.

     Upgrades  and  enhancements  are done  automatically:  no more  waiting for
software  before you upgrade,  as new products are developed  and  introduced by
Alphatrade, each subscriber is automatically upgraded the next time they login.

Operations :

Competition

     Our primary  competition in North America is from companies which have been
in  business  for many  years  and have a  pre-established  customer  base and a
product line that has been a staple for them for years.  AlphaTrades  financial
product  represents  a  material  change in the manner in which  financial  data
dissemination  is provided to the end user. Our product is  multi-lingual,  cost
effective,  no long-term  agreements  are required and it is browser  based thin
client application software,  which is server-side  technology.  We believe that
our products  cost and ease of use represents a material  threshold  barrier to
further  competition.  We do not believe it is likely,  although it is possible,
that any single  company  will develop a product that is identical to our E-Gate
product. For this reason, we believe it is essential to our competitive position
to continue to add enhancements and new product lines to our current offering.

     Attracting and retaining  customers will depend,  among other things,  upon
our  ability to continue to provide a reliable  and cost  effective  stock quote
service since our subscribers are not bound by long term  agreements.  It is our
belief that  consumers  are  becoming  less  willing to tie  themselves  up with
long-term  agreements  especially  in light of the  chaotic  state of the  stock
markets.  They want a real time stock quote  service  free from their  brokerage
house or they want a service that  provides a flexible  and  friendly  method to
subscribe  and  unsubscribe.  It is  incumbent  upon the company to ensure their
stock quote service  remains one of the best  available  services on an on-going
basis or our subscribers will change providers.

Customers

     Our customers consist principally of (1) brokerage firms that are providing
a customized  stock quote service to their client base (2) financially  oriented
websites  that want a customized  stock quote  service to entice people to visit
their websites more  frequently (3) other websites that are seeking new products
to offer their visitors (3) day traders (4) individual  investors and (5) public
and investor  relations  companies  that want to follow their  customers  stock
prices.

     Currently we have customers in 20 countries  worldwide with the majority of
our  subscribers  from the US.  We are not  primarily  dependent  on any  single
customer.

Sales and Marketing

     Our sales activities are generated through  relationships  developed by our
corporate  executives,   by  our  in-house  sales  personnel,  by  our  existing
subscribers and by our affiliates.

     The Companys marketing efforts include customizing and private labeling all
of the E-Gate  applications for online sites that have a demographic  similar to
the Companys target market. The Company has targeted active traders,  brokerage
firms  wanting to offer this type of service  to their  client  base,  financial
websites seeking new innovative products and other active investors. The Company
believes that their E-Gate  product is well suited to satisfy the needs of these
customers in their quest for reliable cost effective  stock market  information.
Further  features  and  enhancements  are  always   considered  and  implemented
regularly to satisfy the demands of the hyperactive trading community.

     The Company is marketing  E-Gate  through  advertisements  on TV, in print,
online,  direct mail,  telemarketing and other marketing  efforts.  The Companys
marketing  efforts  also  include  customizing  and private  labeling all of the
E-Gate  applications for online websites that have a demographic  similar to the
Companys target market.

     Private labeling websites:  The company determined that in order to compete
in this huge  fluctuating  internet  market,  they must  adopt an  original  and
animated  strategy  designed to provide  exceptional  service and  revolutionary
technologies  in a unique and  stimulating  way. By offering to customize all of
our E-Gate financial  tools,  AlphaTrade is being provided access to huge client
bases, all with similar underlying investing demographic tendencies.  AlphaTrade
will benefit  directly by dovetailing  their success with the expansion of their
clients business.

Key elements of the Companys marketing strategy are:

Expand the  Companys  relationship  with  existing  customers  and attract new
customers.  The Company offers a broad range of market information and will seek
to sell  existing  customers  additional  exchanges  to ensure  their  long-term
loyalty.  The  Company  will seek to  broaden  its  relationship  with  existing
customers to ensure that  existing  customers  are sending us new  referrals and
identifying  potential sales  opportunities  that might be opportunities for the
company.  In addition,  the Company will seek to increase its subscriber base by
enhancements of the existing product line.

Further  international  expansion.  The Company has  customers in 20 countries
however the US still dominates the generation of revenue.  Certain international
markets have been relaxing their taxation  rules,  which will ultimately make it
easier for investors to develop short term trading patterns thereby  requiring a
real time stock market  service.  The Company  believes that its E-Gate  product
will be readily accepted due to its  multi-lingual  capabilities and the ease of
use.
Extend  the  Companys   technology   leadership.   The  Companys  products  are
well-positioned to address the requirements for scale, complexity,  availability
and  integration  for browser  based market data.  The Company is  continuing to
develop  new  products  and new  capabilities  designed  specifically  with  the
consumer in mind.  Our  marketing  mandate is to attract and keep  customers and
provide  the best  customer  service  available  anywhere on the  Internet.  The
Companys  research and  development  efforts include adding products which will
assist the Company in acquiring new customers.

Seek  strategic  alliance  opportunities.  The stock  market data  dissemination
industry is in a state of innovation and change. New technologies, standards and
features are emerging often from early-stage  innovators like  Alphatrade.  More
seasoned companies and larger brokerage firms will seek alliances with companies
that  have  product  that will add  customer  value.  Alphatrade  will also seek
alliances  with  companies  that  can  assist  it  to  expand  into  high-growth
transaction  based  markets,   leverage  its  international  sales  and  support
infrastructure  and  help  build  market  presence  for the  Companys  existing
products.

     Improve   profitability.   Throughout   fiscal  2001,   the  Company  spent
considerable  time and effort enhancing  existing  products and developing sales
distribution  channels  with an emphasis on  identifying  potential  high growth
areas.  The Company  will  continue to review the  strategic  importance  of all
products,  services and sales  distribution  channels with a focus on developing
profitability within fiscal 2002.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.

     Certain statements in the Management's Discussion and Analysis of Financial
Condition and Results of Operations  and the  Financial  Statements  included in
this Annual Report on Form 10-KSB,  in the Company's  press releases and in oral
statements  made by or with the approval of an authorized  executive  officer of
the  Company  constitute  "forward-looking  statements"  as that term is defined
under the Private  Securities  Litigation  Reform Act of 1995. These may include
statements  projecting,   forecasting  or  estimating  Company  performance  and
industry trends.  The achievement of the projections,  forecasts or estimates is
subject to certain risks and uncertainties. Actual results and events may differ
materially from those projected,  forecasted or estimated.  The applicable risks
and uncertainties  include general economic and industry  conditions that affect
all  business,  as well as matters  that are  specific  to the  Company  and the
markets it serves.

     Specific  risks to the  Company  include  an  inability  of the  Company to
finance its working capital needs. In light of this and other uncertainties, the
inclusion  of a  forward-looking  statement  herein  should not be regarded as a
representation  by the Company that the Company's  plans and objectives  will be
achieved.

EMPLOYEES

As of December 31, 2001, we employed 14 full time people, none of whom are
represented by a collective bargaining unit. We believe we have a satisfactory
relationship with our employees. From time to time, we use the services of
outside consultants on an hourly basis.

COMPANY RISK FACTORS

     There are many competitors in the data feed industry:  The Company's market
data service  competes  with many  providers of financial  information  over the
Internet.  It competes on quality and  reliability,  as well as speed and price.
Principal competitors to E-Gate are Reuters, Standard & Poors Comstock and other
such companies with long-standing customers and a wide variety of products.

The Company expects competition to continue and intensify in the future.  The
Company also faces competition from discount and full service brokerage firms,
that provide similar proprietary services to their own customer bases.  Our
current market share is small.

     The  Company has  limited  operating  history:  We have  limited  operating
history with which to base an  evaluation  of our business  and  prospects.  Our
prospects  must  be  considered  in  light  of  the  risks,   difficulties   and
uncertainties   frequently  encountered  by  companies  in  an  early  stage  of
marketing,  particularly  companies in the turbulent  and bearish  financial and
technology markets.  These risks also include our ability to successfully market
and sell  our  E-Gate  tools,  effectively  develop  new and  maintain  existing
contracts with content providers and customers, our content providers staying in
business, responding quickly to competitive developments, successfully introduce
enhancements  to our  existing  products and  services,  address and embrace new
technologies  and  standards,  and  to  continue  to  develop  and  upgrade  our
technology and network infrastructure.

     Since our inception,  we have experienced  operating losses,  negative cash
flows from operations and net losses in each quarterly and annual period.  As of
December  31,  2001,  we had an  accumulated  net deficit of  approximately  $11
million.  Revenue from our E-Gate  subscriptions  alone may not be sufficient to
make us  profitable  in the  future  therefore  we may be  compelled  to add new
products  and develop for new  industries.  If we do achieve  profitability,  we
cannot be certain that we can sustain or increase  profitability  on a quarterly
or  annual  basis,   particularly  to  the  extent  that  we  face   significant
competition.  In  addition,  we expect  to  increase  our  sales  and  marketing
expenses, and administrative  expenses as we develop the business and market our
product.  As a result, we will need to generate increased revenue to achieve and
maintain  profitability.  To  date we have  not  had any  significant  operating
revenue.  There is no assurance we will achieve significant sales revenue in the
future.

There is no assurances that we will achieve profitability:  We expect to
continue to incur operating losses for the foreseeable future offset in part
by increasing sales from marketing the E-Gate product.  We need to generate
additional revenues to become cash flow positive and ultimately profitable.
There can be no assurances that we will achieve profitability or if we do
attain profitability, we cannot assure you that we can sustain profitability
on a quarterly or annual basis.  If revenues grow slower than we anticipate,
or if operating expenses exceed our expectations and cannot be adjusted
accordingly, our business will be materially and adversely affected.

Share issuances could be dilutive to shareholders:  If generated cash flow is
not sufficient to fund operations, we may have to raise additional capital
externally.  We have explored, and continue to explore, multiple alternatives
that may be available for the purpose of enhancing stockholder value. These
alternatives include a joint venture with another technology or financial
services firm or a future equity financing. There can be no assurances,
however, that we will conclude a transaction. Any capital raised through an
equity financing could be costly to us and dilutive to our existing
stockholders.

     We  may  continue  to  generate  operating  losses:  We  anticipate  making
investments to develop our sales and marketing programs,  personnel recruitment,
product development and infrastructure  improvements as funds are generated from
subscription revenues. The Company believes that it is possible we will continue
to  experience  operating  losses  on a  quarterly  and  annual  basis  for  the
foreseeable future. You must consider us and our prospects in light of the risks
and difficulties encountered by companies in the early stage of developing as we
are relative novices at marketing the E-Gate products.  We may not be successful
in meeting these challenges and addressing these risks and uncertainties.  If we
are unable to do so, our business will not be successful and your  investment in
our capital stock will  substantially  decline in value. Our business  currently
depends on revenue  related to the E-Gate suite of financial  products and it is
uncertain whether the market will increasingly accept this product.

The market may not accept our product:  We generate our revenue from services
related to the E-Gate products.  We expect that these products and future
upgraded versions of these products, will continue to account for a large
portion of our revenue for the foreseeable future. Our future financial
performance will depend on increasing acceptance of our current products and
on the successful development, introduction and customer acceptance of new and
enhanced versions of our products. Our business could be harmed if we fail to
deliver the enhancements to our products that customers want and are
requesting.

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, the 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.

     We may not be able to protect our  technology:  We principally  rely upon a
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 reduce our
sales.
Our  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. and Comtex New Network,  Inc.  Currently we have a two year  contract  with
Reuters  which  calls for  monthly  payments of $16,000 and one year left on our
agreement with Comtex which calls for monthly payments of $3,850. Both contracts
provide for automatic renewal unless both parties negotiate  otherwise or unless
the provider is unable to deliver the feed.  There are many competitors to these
feed  suppliers  and if necessary a contract  could be  negotiated  quickly with
little disruption to our subscriber base.

Our ability to maintain and build relationships with content providers is
critical to our future success. These content providers themselves may
experience financial pressures and be unable to deliver the content which
would require the Company to switch to another provider which could cause a
delay or interruption to our financial data services. Although many agreements
with third party content providers may be for initial terms of more than two
years, such agreements may not be renewed or may be terminated prior to the
expiration of their terms if the Company or the vendor does not fulfill their
contractual obligations.  Many agreements with content providers are
nonexclusive, and many of our competitors offer, or could offer, content that
is similar to or the same as that obtained by us from such nonexclusive
content providers. Such direct competition could adversely affect our
business.

Going Concern Issue:    Our independent auditors have expressed a going
concern issue.  The ability of the Company to continue as a going concern is
dependant upon its ability to successfully attain profitable operations.  The
company does not have an established source of funds sufficient to cover its
operating costs and accordingly there is substantial doubt about its ability
to continue as a going concern.

A decline in stock market investing has definitely affected the demand for stock
market quote service  products and has negatively  affected our marketing plans.
If this  downturn  in the  market  continues  this  would  limit our  ability to
generate profitability in the short term.

Penny Stock:  Our common stock in the past has been, and from time to time in
the future may be, subject to the "penny stock" rules as promulgated under the
Securities Exchange Act of 1934.  The penny stock rules may make buying or
selling our common stock difficult.  There is a limited public market for
shares trading over the counter bulletin board.

OUR STOCK PRICE MAY CONTINUE TO BE SUBJECT TO SIGNIFICANT VOLATILITY

The trading price of our common stock has been and may continue to be
subject to wide fluctuations. Trading prices of the common stock may fluctuate
in response to a number of factors, many of which are beyond our control. In
addition, the stock market in general, and the market for Internet-related and
technology companies in particular, has experienced extreme price and volume
downward fluctuations that have often been unrelated or disproportionate to
the operating performance of such companies. The trading prices of many
technology companies' stocks are at or near historical lows. There can be no
assurance that these trading prices will elevate or even sustain themselves.
These broad market and industry factors may adversely affect the market price
of the Common Stock, regardless of our operating performance.

ITEM 2.   DESCRIPTION OF PROPERTY

The Company's 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 $6,000.   We do not own any real estate.  The lease
expires in March, 2004.   The computer facilities are at this location.

ITEM 3. LEGAL PROCEEDINGS

     Subsequent to the fiscal year end,  discoveries were held and revealed that
AlphaTrade  is  the  proper  owner  and  operator  of its  computer  technology,
intellectual  property and business  plan.  Accordingly,  the parties  agreed to
terms for a settlement that did not adversely affect AlphaTrade.com. This was in
respect  to the  lawsuit  filed on June  8th,  1999  with the  Plaintiffs  being
Webdata, Joel Stone and Mike Razar.

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

None

                             PART II


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

Market Information

     Currently, the Company's common stock is traded over-the-counter and quoted
on the OTC Bulletin  Board of the NASD (the  "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. The reported bid prices reflect the 1 for
50 stock split that occurred on January 14th, 2002.



2001 Quarterly Information

                                     High             Low

First                               20.50               5.50
Second                              15.50               4.50
Third                               10.00               2.50
Fourth                               8.50               2.50

2000 Quarterly Information

First                               446.88            200.00
Second                              225.00             43.75
Third                               106.25             37.50
Fourth                               42.19              3.90



As of December 31, 2001 there were 170 stockholders of record of our common
stock.  This does not include an indeterminate number of shareholders who may
hold their shares in "street name".

Dividends

     The Company has never  declared any cash  dividends and does not anticipate
paying such dividends in the near future. The Company  anticipates all earnings,
if any,  over the next twelve  (12) to twenty  (20) months will be retained  for
future investments in business.  Any future  determination to pay cash dividends
will be at the  discretion of the Board of Directors and will be dependent  upon
the  Company's  results  of  operations,   financial   conditions,   contractual
restrictions,  and other factors deemed relevant by the Board of Directors.  The
Company is under no contractual restrictions in declaring or paying dividends to
its common or preferred shareholders.

The future sale of presently outstanding "unregistered" and "restricted"
common stock of the Company by present members of management and persons who
own more than five percent of the outstanding voting securities of the Company
may have an adverse effect on any market that may develop in the shares of the
common stock of the Company.

     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 1st, 2001
and are previously disclosed in the Company's  10-QSB's unless otherwise
noted:

                                                  Valued
Date               No. of Shares    Title        At          Reason

Jan. 11/01               17,000      Common      $   11.00   Services
Jan. 11/01                  200      Common      $   12.50   Exercise of Warrant
Jan. 12/01                  500      Common      $   14.00   Services
Jan. 18/01                1,000      Common      $   13.50   Services
Jan. 26/01                2,000      Common      $    9.50   Services
Feb. 5/01                 5,000      Common      $    5.00   Private Placement
March 5/01                1,000      Common      $    8.00   Services
April 1/01               17,000      Common      $   11.00   Services
April 9/01                  100      Common      $   12.50   Exercise of Warrant
April 11/01                  22      Common      $   42.50   Services
April 12/01               4,000      Common      $    6.00   Services
April 12/01              24,000      Common      $    3.75   Private Placement
April 20/01               1,600      Common      $    8.50   Services
May 29/01                   500      Common      $   13.50   For Charity
May 31/01                 1,000      Common      $   12.50   Services
June 25/01               12,000      Common      $    4.25   Private Placement
June 29/01               28,000      Common      $    8.50   Services
July 1/01                17,000      Common      $   11.00   Services
July 26/01                3,000      Common      $    7.00   Services
July 31/01                1,000      Common      $    6.50   Services
Aug. 27/01                2,200      Common      $    4.50   Services
Aug. 31/01                  835      Common      $    4.50   Services
Sept. 13/01               1,000      Common      $    6.00   Services
Sept. 17/01              33,600      Common      $    3.75   Private Placement
Sept. 25/01              32,000      Common      $    4.50   Services
Sept. 27/01              20,000      Common      $    2.50   Private Placement
Oct. 9/01                   500      Common      $    7.00   For Charity
Oct. 12/01                2,000      Common      $    6.50   Services
Nov. 1/01                 1,500      Common      $    6.50   Services
Nov. 7/01                 1,500      Common      $    5.00   Services
Nov. 7/01                40,000      Common      $    5.00   Services
Nov. 7/01                20,000      Common      $    2.50   Private Placement
Nov. 15/01                  200      Common      $    5.00   Services
Dec. 1/01                 2,000      Common      $    6.00   Services
Valued
Date                     No. of Share      Title       At          Reason

Dec. 11/01                  5,600       Common       $   2.50    Debt Settlement
Dec. 12/01                    500       Common       $   4.00    Services
Dec. 20/01                  4,800       Common       $   3.50    Services
Dec. 31/01                101,500       Common       $   4.00    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 Consultants or
Officers of the Company.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis contains historical information. It
Also contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995,
particularly in reference to statements regarding our expectations, plans and
objectives.  You can generally identify forward-looking statements by the use
of the words "may,", "will," "expect," "intend," "estimate," "anticipate,"
"believe," or "continue," or similar language. Forward-looking statements
involve substantial risks and uncertainties. You should give careful
consideration to cautionary statements made in this discussion and analysis.
We base our statements on our current expectations. Forward-looking statements
may be impacted by a number of factors, risks and uncertainties that could
cause actual results to differ materially from those described in the forward-
looking statements. Our filings with the Securities and Exchange Commission
identify factors that could cause material differences. Among these factors
are our ability to:

         (i)      fund our current and future business strategies either
                  through continuing operations or external financing;
         (ii)     attract and retain key employees;
         (iii)    compete successfully against competitive products and
                  services;
         (iv)     maintain relationships with key suppliers and providers of
                  market data; and
         (v)      respond to the effect of economic and business conditions
                  generally.
     Results of Operations.  During the fiscal year ended December 31, 2001, the
Company saw their revenue  gradually  increase each quarter  however revenue for
fiscal 2001 was  $238,189 and for fiscal 2000 was  $324,093.  The reason for the
reduced  revenue in 2001 was that effective  January 2001,  the Company  stopped
charging for delayed  information  because market  conditions were such that the
competition  was offering  delayed stock  information  for free. The bulk of our
revenue in fiscal 2000 was  realizing  the deferred  revenue from an  individual
block sale of delayed  information in the fourth quarter of 1999. We implemented
this change in the delayed  information  because the competition  from financial
portals and other  financial  companies who were providing this  information for
free limited our ability to market a similar  product for an annual fee.  Rather
we  wanted  to focus on  marketing  on  primary  product  which is the real time
streaming E-Gate product.  In addition,  we felt if we provided this information
to the delayed users at no cost,  some of these users might convert to real time
information  in the  future  and we could  keep  them  loyal  to the  Alphatrade
product.  We believed this would eventually result in a reduction of the cost of
acquiring new  customers.  Therefore we believe that a comparison of the results
of operations  for the fiscal year ended December 31, 2000 has limited value for
evaluating trends or as a basis for predicting future results. We also feel that
the stock  market  overall had some  serious  upheavals  during  2001  including
September  11, 2001 which caused many  disruptions  to companies in our industry
and caused many people to withdraw from investing and trading stock.  We did see
our revenues improve consistently each month in the final quarter of 2001 and it
is continuing to improve in 2002.

     We incurred a net loss of $5,416,979  for the year ended December 31, 2001.
The fiscal year loss resulted  primarily from development  costs associated with
professional  and consulting fees, sales and marketing costs and the issuance of
the Companys  stock for services.  Our net loss for the year ended December 31,
2000 was $3,645,904. The increase in 2001 was mainly the result of issuing stock
for services when the stock market was experiencing a downward trend.

     Although  revenues for the year ended  December 31, 2001 were  limited,  we
expect  future  revenues to grow steadily as we begin to implement our sales and
marketing  strategies,  increase our subscriber base through new markets and add
new features and  enhancements to our product line. Our growth is  significantly
dependent upon our ability to generate sales in the financial  sector.  Our main
priorities  relating to revenue  are:  (1) to develop  market  awareness  of our
E-Gate product through our strategic marketing plan, (2) develop cross marketing
platforms  with our  affiliate  partnerships,  (3) to  accomplish  technological
economies of scale and (4) to streamline and maximize efficiencies in our system
implementation model.

     General and administrative  costs.  General and  administrative  costs were
$5,507,001  for the year ended  December 31, 2001 compared to $3,725,124 for the
fiscal 2000. The increase is a direct result of the  development of our business
model, our expansion into new markets and the continued increase of professional
and consulting fees. We expect that our legal fees will be substantially less in
2002 with the Webdata lawsuit resolved.  To clarify,  non-cash  compensation for
the year  ended  December  31,  2001 was  $4,621,480  which is the fair value of
common stock, options and warrants issued for services, debt and loan fees.

     Interest  expense was $94,978 for the year ended December 31, 2001 compared
to $34,547  for  fiscal  2000  which was a result of  increased  debt load which
subsequent to fiscal 2001 has been settled.

     Liquidity  and Capital  Resources.  We finance our  operations  and capital
requirements primarily through private debt and equity offerings. For the twelve
months  ended  December  31,  2001 we  received  cash  totaling  $3,750 from the
issuance of our common stock pursuant to Rule 144. Subsequent to the fiscal year
end we  settled  approximately  $701,178  in debt from  senior  officers  of the
Company  and  other  parties  by the  issuance  of  stock  pursuant  to Rule 144
according to the generally  accepted market discount for restricted  stock. This
removed a  substantial  debt from the  Companys  books and makes the  Companys
financial  statements  more attractive from a capital raising point of view. All
of the stock issued for debt is subject to Rule 144 selling restrictions and the
senior  officers of the Company  are further  restricted  by the nature of their
position in the Company and their substantial  shareholdings.  From time to time
the company is required to raise capital to assist paying  monthly  expenses and
this will have the effect of diluting  current  shareholders.  It is anticipated
that the company will be in a cash flow  positive  situation in 2002 which would
minimize future stock issuances but there can be no assurances at this time that
the company will achieve that financial
goal.

     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 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.

OTHER:

     Except for historical information contained in this Report, the matters set
forth  above are  forward-looking  statements  that  involve  certain  risks and
uncertainties  that  could  cause  actual  results  to differ  from those in the
forward-looking  statements.  Investors  are directed to  consider,  among other
items, the risks and  uncertainties  discussed in documents filed by us with the
Securities and Exchange Commission.

Dependence on Key Personnel

     The Company is dependent  on the  services of certain key people,  i.e. the
President and the Chief  Executive  Officer.  The loss of these persons or other
key  executives  or  personnel,  or the  inability  to  attract  and  retain the
additional highly skilled employees  required for the expansion of the Company's
activities,  may have a material  adverse  effect on the  Company's  business or
future  operations.  The  Company  does not intend to  maintain  "Key-man"  life
insurance on any of its executive officers or other personnel at this time.


ITEM 7.     FINANCIAL STATEMENTS

Financial Statements for the year ended December 31, 2001

Independent Auditors Report

Consolidated Balance Sheet  - December 31, 2001

Consolidated Statement of Operations for the period ended December 31, 2001

Consolidated Statements of Stockholders Equity to December 31, 2001

Consolidated Statements of Cash Flows to December 31, 2001

Notes to Consolidated Financial Statements



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

None.

                             PART III


ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the executive
officers and directors of the Company:

Name               Age       Position

Gordon Muir       48       Founder, Chief Executive Officer, Chairman, Director
Penny Perfect     48       Founder, President, Director
Victor Cardenas*  51       Director, Chief Operating Officer
Lisa McVeigh*     38       Director
Raymond Hatch     70       Director


*  Member of the audit committee

The Directors and Officers 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.

GORDON MUIR has served as Chairman and a Director of AlphaTrade since October
21, 1999.  He became Chief Executive Officer in February, 2000. Mr. Muir is an
independent investor and business consultant.   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 expensive and cumbersome computers.  He has over 16 years
experience in senior level management in a variety of business mainly in the
automotive and industrial industries.

     PENNY PERFECT has served as President  and a Director of  AlphaTrade  since
October  21,  1999.  Ms.  Perfect  has  been in the  stock  market  and  related
industries  for  over 20  years  and was  President  of her own  firm  providing
Investment   Banking  and   Administration   services  early  stage  development
companies. Prior to establishing her own firm, Ms. Perfect was a stockbroker for
over five  years  with a firm  specializing  in  venture  capital  and micro cap
companies.  She was also involved in many aspects of tax  advantaged  investment
products  from  structuring  them and  raising  the  necessary  capital  for the
project.  These projects included  restaurants,  hotel  operations,  franchises,
apartment blocks, mining companies, wineries, medical companies and many others.

VICTOR D. CARDENAS is the Chief Operating Officer and Director. He has served
as a Director since December 23, 1998 and has served as the Chief Operating
Officer since October 1, 2000.   For over thirty years Mr. Cardenas was a
Senior Level Manager with IBM and as such was involved in marketing, sales and
computer software systems development.   Mr. Cardenas holds a Bachelors Degree
in Electrical Engineering from IPN in Mexico City, Mexico and has attended a
one year accelerated Business Management program in New York.  He has also
taken business education courses at Harvard University and Cambridge
University, UK.

     RAYMOND A. HATCH.  Mr. Hatch was appointed as a Director on September 13th,
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  joined  Ridgewood  Group  International  Ltd.  (RGI) as a Managing
Partner.  RGI is managed by William  Potter,  who was previously  Co-Chairman of
Prudential Securities International. 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
twelve years and serves on the audit committee for Alphatrade.com.

Family Relationships

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



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 the Company 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, 2001, 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.

ITEM 10.    EXECUTIVE COMPENSATION

     The following table shows  compensation  earned during fiscal 1999,2000 and
2001 by the Chief  Executive  Officer,  President and Chief  Operating  Officer.
Titles shown on the table are titles held at December 31, 2001. 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. No executive officer held office
in 1997 and therefore did not receive annual compensation in fiscal 1998.
                    SUMMARY COMPENSATION TABLE

                                                    Long Term and Other
                 Annual Compensation                Compensation
                 -------------------------------    --------------------------
                                                    Number of
                                            Other   Securities    All Other
Name and 2000      Fiscal                   Annual  Underlying    Compensation
Principal Positions Year  Salary(1) Bonus  Comp(3)  Options       (2)
------------------------------------------------------------------------------

Penny Perfect       1998   ----     ----     ----     ----          ----
President           1999 $120,000   ----    25,000  350,000         ----
                    2000 $120,000            ----     ----        8,000 shares
                    2001 $120,000  ----     ----     ----         124,000 shares
Gordon J. Muir      1998   ----     ----     ----     ----          ----
Chief Executive     1999 $120,000   ----    25,000  350,000         ----
Officer             2000 $120,000            ----     ----        8,000 shares
                   2001 $120,000  ----     ----     ----         124,000 shares


Victor D. Cardenas  1999   ----     ----     ----    25,000
Chief Operating     2000 $ 22,500            5,000    ----        1,000 shares
Officer             2001  ----      ----       ----     -----       3,000 shares

1)   Salaries are accrued but not paid.
2)   Shares issued to companies in which the executive officers have a
minority interest in lieu of participation in the year 2000 and 2001 stock
 option plans.  All shares are reported on a post 1 for 50
reverse split basis.
3)   The Board approved grants of restricted stock to companies in which the
above noted executive officers have a minority interest.  The above noted
disclosure should not be construed as an admission that he/she is the
beneficial owner of these shares of common stock.

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 of the Company.
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 the Company.

Director Compensation

Directors of the Company receive no cash compensation for their services as
directors, other than reimbursement for certain expenses in connection with
attendance at board meetings.   None of the Directors have stock options.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the stock
ownership as of March 26, 2002, of:  (i) each person who is known to the
Company to be the beneficial owner of more than 5 percent of the Company's
common stock; and (ii) directly or indirectly by each director, by each person
who was an executive officer during the fiscal year ending December 31, 2001
and by directors and executive officers of the Company as a group:
:

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

Penny Perfect                               941,620(3)             39%
Suite 400 - 1111 W. Georgia St.
Vancouver, B.C.

Gordon Muir                                 716,320(4)             30%
Suite 400 - 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)                   1,664,400            70%


Class A Preferred     All executive officers and directors
 As a group                                 2,000,000             100%


(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.
(2)  The percentages shown are calculated based upon 2,385,447 shares of
common stock outstanding on March 31, 2002.
(3)  Includes direct and indirect ownership.
(4)  Includes direct and indirect ownership.


1999 AND 2000 STOCK INCENTIVE PLANS

     Stock Incentive  Plans were adopted in 1999, 2000 and 2001  authorizing the
issuance of the following shares to Directors, Executive Officers, Employees and
Consultants of which the unexercised balances are as follows:
                  Exercise          Number           Number
                  Price          Authorized      Outstanding

1999 Plan         $1.00           1,200,000        none*
1999 Plan         $3.50             800,000         none*

2000 Plan         $0.20             327,000         none
2000 Plan         $0.50             803,000         none

2001 Plan         $0.10             2,147,800        none
2001 Plan         $1.50 (avg)  1,387,200    1,160,470**

     The 2001 stock  options are subject to a vesting  schedules.  The  exercise
price represents the fair market value of the common stock on the date the stock
option was granted.

     * All outstanding  options for the 1999 stock option plan were  voluntarily
cancelled.  The  unexercised  options did not have any value at fiscal  year-end
because the exercise price of all of the options was substantially  greater than
the closing  sales price of the common stock as quoted on the OTC:BB on December
31,  2001 and it was not  anticipated  that the  stock  would be able to  become
elevated to that price anytime soon.

2001 Plan

     ** As at December 31, 2001 there was 1,387,200 shares remaining unallocated
in the 2001 Stock Option Plan. Subsequent to fiscal 2001 the common stock of the
Company was consolidated on a 50:1 basis which brought the exercise price of the
remaining stock options up to an average exercise price of $1.50 per share.

PREFERRED SHARES

The Company has 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 of the Company;
  -  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

Transaction with Management and Others

During the past two years, there have been no material transactions, series of
similar transactions or currently proposed transactions, to which the Company
or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer, or
any security holder who is known to the Company to own of record or
beneficially more than five percent of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, had a material
interest.


Certain Business Relationships

During the past two years, there have been no material transactions, series of
similar transactions, currently proposed transactions, or series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeds $60,000 an in which any promoter
or founder, or any member of the immediate family of any of the foregoing
persons, had a material interest.

Related Party Loans Related parties loaned the Company $632,350 during the year.

Indebtedness of Management

During the past two years, there have been no material transactions, series of
similar transactions or currently proposed transactions, to which the Company
or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer, or
any security holder who is known to the Company to own of record or
beneficially more than five percent of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, had a material
interest.

Transactions with Promoters

During the past two years, there have been no material transactions, series of
similar transactions, currently proposed transactions, or series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeds $60,000 an in which any promoter
or founder, or any member of the immediate family of any of the foregoing
persons, had a material interest.


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


Exhibit
Number Description of Exhibits


Exhibits incorporated herein by reference - None.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                     ALPHATRADE.COM


Dated:  April 15, 2002                       By: /s/Penny Perfect
                                              Penny Perfect
                                                      President

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


  Signature                Title                    Date



/s/ Gordon Muir            Director            April 15, 2002
Gordon J. Muir


/s/  Penny Perfect         Director            April 15, 2002
Penny Perfect


/s/  Victor Cardenas       Director            April 15, 2002
Victor Cardenas

/s/ Lisa McVeigh           Director            April 15, 2002
Lisa McVeigh


/s/ Raymond Hatch          Director            April 15, 2002
Raymond Hatch





                                 ALPHATRADE.COM

                              FINANCIAL STATEMENTS

                                December 31, 2001








                                 C O N T E N T S



Independent Auditors Report............................................... 3

Balance Sheet.............................................................. 4

Statements of Operations................................................... 5

Statements of Stockholders Equity (Deficit)............................... 6

Statements of Cash Flows.................................................. 11

Notes to the Financial Statements......................................... 12







                                           INDEPENDENT AUDITORS REPORT



To the Stockholders of
AlphaTrade.com
Vancouver, B.C. Canada

     We have  audited  the  accompanying  balance  sheet  of  AlphaTrade.com  at
December 31,  2001,  and the related  statements  of  operations,  stockholders
equity  (deficit) and cash flows for the years ended December 31, 2001 and 2000.
These financial  statements are the responsibility of the Companys  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  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,  2001,  and the results of its  operations  and its cash flows for the years
ended  December  31,  2001 and 2000 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 8 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.  Managements  plans in regard to these
matters are also  described in Note 8. The  financial  statements do not include
any adjustments that might result from the outcome of these uncertainties.



HJ & Associates, LLC
                              Salt Lake City, Utah
                                 April 5, 2002
                                 ALPHATRADE.COM
                                  Balance Sheet



                                     ASSETS                       December 31,
                                                                   2001
CURRENT ASSETS

Cash$                                                                    20,650
Prepaid expenses                                                         11,880
Accounts Receivable - Trade                                               6,817

Total Current Assets                                                     39,347

FIXED ASSETS

Computer equipment                                                      133,044
Office equipment                                                         21,337
Software                                                                 68,175
Accumulated depreciation                                               (105,356)

Total Fixed Assets                                                      117,200

TOTAL ASSETS                                                       $    156,547


LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable                                                   $    551,219
Related party payable (Note 6)                                          632,350
Note payable (Note 9)                                                   351,559
Accrued liabilities (Note 10)                                           150,077
Deferred revenue (Note 1)                                                23,833

Total Current Liabilities                                             1,709,038

Total Liabilities                                                     1,709,038

STOCKHOLDERS EQUITY (DEFICIT)

Convertible preferred stock:
par value $0.001 per share;
10,000,000 shares authorized,
2,000,000 shares issued
and outstanding                                                           2,000
Common stock: $0.001 par value
100,000,000 shares
authorized; 846,517 shares
issued and outstanding                                                      847
Additional paid-in capital                                            9,693,254
Services prepaid with common stock                                      (11,848)
Accumulated deficit                                                 (11,236,744)

Total Stockholders Equity (Deficit)                                  (1,552,491)

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT)                                      $    156,547

The accompanying notes are an integral part of these financial statement.
                                       f-4

                                 ALPHATRADE.COM
                            Statements of Operations


                                          For the Years Ended
                                            December 31,
                                        2001                2000
REVENUE

Subscription revenue                 $   238,189    $   324,093

Total Revenue                            238,189        324,093

EXPENSES

Depreciation expense                      44,537         40,675
Rent expense                              89,766         91,187
General and a
dministrative expenses                 5,507,001      3,725,124

Total Expenses                         5,641,304      3,856,986

LOSS FROM OPERATIONS                  (5,403,115)    (3,532,893)

OTHER INCOME (EXPENSES)

Other income                               9,003              -
Interest expense                         (94,978)       (34,547)
Recognized loss
on investment                                  -       (125,000)

Total Other Income
(Expenses)                               (85,975)      (159,547)

LOSS BEFORE EXTRAORDINARY ITEM        (5,489,090)    (3,692,440)

EXTRAORDINARY ITEM

Gain on forgiveness of
debt (net of zero income
tax expense)                              72,111         46,536

NET LOSS                          $   (5,416,979) $    (3,645,904)

BASIC LOSS PER SHARE (Note 1)

Loss per share before
extraordinary item                    $(10.54) $       (14.35)
Extraordinary item                       0.14             0.18

$                                      (10.40) $        (14.17)

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                              520,698        257,248

The accompanying notes are an integral part of these financial statement.
                                       f-5
                                 ALPHATRADE.COM
             Statements of Stockholders Equity (Deficit)


                                               Preferred Stock         Common
                                            Shares        Amount        Shares
Balance, December 31, 1999               2,000,000      $   2,000        237,017

Stock issued on exercise of
warrants at $63 per share                        -              -          2,000

Stock issued for services at
$353 per share                                   -              -            500

Stock issued on exercise of
options and for services at
$50 per share                                    -              -          1,200

Stock issued for prepaid
expenses at $447 per share                       -              -            600

Balance Forward                          2,000,000      $   2,000        241,317


                                                        Additional
                                        Common stock    paid in    Subscriptions
                                          amount        capital     receivable


Balance, December 31, 1999             $      237     $2,255,168     $ (250,000)

Stock issued on exercise of
warrants at $63 per share                       2        124,998              -

Stock issued for services at
$353 per share                                  -        176,563              -

Stock issued on exercise of
options and for services at
$50 per share                                   1         59,999              -

Stock issued for prepaid
expenses at $447 per share                      1        268,109              -

Balance Forward                        $      241     $2,884,837       (250,000)






                                                      Other
                                                Comprehensive     Accumulated
                                                      Loss           Deficit

Balance, December 31, 1999                       $  (100,000)       $(2,173,861)

Stock issued on exercise of
warrants at $63 per share                                  -                  -

Stock issued for services at
$353 per share                                             -                  -

Stock issued on exercise of
options and for services at
$50 per share                                              -                  -

Stock issued for prepaid
expenses at $447 per share                                 -                  -

Balance Forward                                  $  (100,000)       $(2,173,861)


The accompanying notes are an integral part of these financial statement.
                                       f-6
                                               Preferred Stock      Common Stock
                                                Shares       Amount      Shares



Balance Forward                            2,000,000     $   2,000       241,317

Common stock issued for
cash at $288 per share                             -             -         1,239

Common stock issued for
cash at $100 per share                             -             -           115

Common stock issued for
exercise of options at $50
per share                                          -             -            80

Common stock issued for
exercise of options at $50
per share                                          -             -            40

Common stock issued for
exercise of options at
$175 per share                                     -             -           918

Common stock issued for
exercise of options at
$175 per share                                     -             -           605

Receipt of stock subscription                      -             -             -

Balance Forward                            2,000,000     $   2,000       244,314




                                               Additional
                              Common stock     paid in         Subscriptions
                                  Amount       Capital            receivable


Balance Forward                 $      241   $   2,884,837 $      (250,000)

Common stock issued for
cash at $288 per share                   1      356,252               -

Common stock issued for
cash at $100 per share                   -       11,500               -
Common stock issued for
exercise of options at $50
per share                                -        4,000               -
Common stock issued for
exercise of options at $50
per share                                -        2,000                 -
Common stock issued for
exercise of options at
$175 per share                           1      160,597               -

Common stock issued for
exercise of options at
$175 per share                           1      105,878               -

Receipt of stock subscription            -            -            250,000

Balance Forward                 $      244    $3,525,064               $-





                                     Other
                                Comprehensive         Accumulated
                                     loss               Deficit


Balance Forward                 $  (100,000)         $(2,173,861)

Common stock issued for
cash at $288 per share                    -              -

Common stock issued for
cash at $100 per share                    -              -

Common stock issued for
exercise of options at $50
per share                                 -              -

Common stock issued for
exercise of options at $50
per share                                 -              -

Common stock issued for
exercise of options at
$175 per share                            -              -

Common stock issued for
exercise of options at
$175 per share                            -              -

Receipt of stock subscription             -              -

Balance Forward                    (100,000)   $(2,173,861)

The accompanying notes are an integral part of these financial statement.
                                       f-7




                                        Preferred Stock      Common Stock
                                    Shares      Amount        Shares



Balance Forward                    2,000,000   $   2,000     244,314

Common stock issued for
exercise of options valued at
$175 per share                             -           -         304

Common stock issued for
cash at $25 per share                      -           -       7,000

Common stock issued for
exercise of options for services
valued at $50 per share                    -           -       1,000

Common stock issued for
exercise of options valued
at $10 per share                           -           -       2,000

Common stock issued for
cash at $25 per share                      -           -      15,500

Common stock issued for
services at $45 per share                  -           -          60

Common stock issued for
services at $50 per share                  -           -         300

Common stock issued for
services at $22 per share                  -           -       2,500

Common stock issued for
exercise of options at $175                -           -       1,773

Balance Forward                    2,000,000   $   2,000     274,751






                                                Additional
                                Common stock     paid in        Subscriptions
                                       Amount   capital            receivable


Balance Forward                    $      244   $3,525,064         $  -

Common stock issued for
exercise of options valued at
$175 per share                              -       53,200            -

Common stock issued for
cash at $25 per share                       7      174,993            -

Common stock issued for
exercise of options for services
valued at $50 per share                     1       49,999            -

Common stock issued for
exercise of options valued
at $10 per share                            2       99,998            -

Common stock issued for
cash at $25 per share                      16      387,484            -

Common stock issued for
services at $45 per share                   -        2,672            -

Common stock issued for
services at $50 per share                   -      15,000               -

Common stock issued for
services at $22 per share                   2       54,296            -

Common stock issued for
exercise of options at $175                 2      310,326            -

Balance Forward                    $      274   $4,673,032   $       -


The accompanying notes are an integral part of these financial statement.
                                       f-9





                                        Other
                                   Comprehensive    Accumulated
                                        Loss          deficit


Balance Forward                    $  (100,000)   $(2,173,861)

Common stock issued for
exercise of options valued at
$175 per share                               -              -

Common stock issued for
cash at $25 per share                        -              -

Common stock issued for
exercise of options for services
valued at $50 per share                      -              -

Common stock issued for
exercise of options valued
at $10 per share                             -              -

Common stock issued for
cash at $25 per share                        -              -

Common stock issued for
services at $45 per share                    -              -

Common stock issued for
services at $50 per share                    -              -

Common stock issued for
services at $22 per share                    -              -

Common stock issued for
exercise of options at $175                  -              -

Balance Forward                    $  (100,000)   $(2,173,861)
The accompanying notes are an integral part of these financial statement.
                                       f-8

                                        Preferred stock    Common stock
                                     SHARES        AMOUNT      SHARES
Balance forward                      2,000,000     2,000      274,751

Common stock issued for
services at $113 per share              -           -         500

Common stock issued for
services at $11 per share               -           -      17,000

Common stock issued for
services at $10 per share               -           -      11,500

Common stock issued for
services at $9 per share                -           -       1,000

Common stock issued for
services at $8 per share                -           -         500

Unrealized loss on investment           -           -           -

Recognized loss on valuation
of investment                           -           -           -

Net loss for the year ended
December 31, 2000                       -           -           -

Balance, December 31, 2000      2,000,000   $   2,000     305,251




                                              Additonal
                             Commom stock     paid in      Subscriptions
                                   amount     capital       receivable

Balance forward                      274      4,673,032      -

Common stock issued for
services at $113 per share               1       56,249      -

Common stock issued for
services at $11 per share               17      186,982      -

Common stock issued for
services at $10 per share               11      114,989      -

Common stock issued for
services at $9 per share                 1        8,949      -

Common stock issued for
services at $8 per share                 1        3,904      -

Unrealized loss on investment            -            -      -

Recognized loss on valuation
of investment                            -            -      -

Net loss for the year ended
December 31, 2000                        -            -      -

Balance, December 31, 2000      $      305   $5,044,105   $  -












                                        other
                                  comprehensive      accumulated
                                        loss             deficit
balnce forward                       (100,000)        (2,173,861)

Common stock issued for
services at $113 per share                -              -

Common stock issued for
services at $11 per share                 -              -

Common stock issued for
services at $10 per share                 -              -

Common stock issued for
services at $9 per share                  -              -

Common stock issued for
services at $8 per share                  -              -

Unrealized loss on investment       (25,000)             -

Recognized loss on valuation
of investment                       125,000              -

Net loss for the year ended
December 31, 2000                         -     (3,645,904)

Balance, December 31, 2000                -    $(5,819,765)

The accompanying notes are an integral part of these financial statement.
                                       f-9


                                    Preferred  stock    common stock
                                shares       amount        shares


Balance Forward                2,000,000   $   2,000     305,251

Common stock issued for
services at $3 to $25
per share                              -           -     326,996

Common stock issued for
exercise of options valued
at $25 to $175 per share               -           -      88,495

Common stock issued for
exercise of warrants valued
at $3 per share                        -           -         300

Common stock issued for
prepaid services at $3 to
$7 per share                           -           -       2,744

Common stock issued for
extinguishment of debt at
$3 to $5 per share                     -           -     121,731

Common stock issued for
charitable contributions
at $7 to $14 per share                 -           -       1,000

Options granted below market
value                                  -           -           -

Net loss for the year ended
December 31, 2001                      -           -           -

Balance, December 31, 2001     2,000,000   $   2,000     846,517





                                           Additional
                          Common stock      paid in             Subscriptions
                                amount      capital               receivable




Balance Forward                $      305   $5,044,105   $             -

Common stock issued for
services at $3 to $25
per share                             327    1,894,775                 -

Common stock issued for
exercise of options valued
at $25 to $175 per share               89    2,265,517                 -

Common stock issued for
exercise of warrants valued
at $3 per share                         -        3,750                 -

Common stock issued for
prepaid services at $3 to
$7 per share                            3       11,845                 -

Common stock issued for
extinguishment of debt at
$3 to $5 per share                    122      448,803                 -

Common stock issued for
charitable contributions
at $7 to $14 per share                  1       10,249                 -

Options granted below market
value                                   -       14,210                 -

Net loss for the year ended
December 31, 2001                       -            -                 -

Balance, December 31, 2001     $      847   $9,693,254              $  -


                                     Other
                                comprehensive    accumulated
                                      loss        deficit



Balance Forward                        $ -   $ (5,819,765)

Common stock issued for
services at $3 to $25
per share                                -              -

Common stock issued for
exercise of options valued
at $25 to $175 per share                 -              -

Common stock issued for
exercise of warrants valued
at $3 per share                          -              -

Common stock issued for
prepaid services at $3 to
$7 per share                             -              -

Common stock issued for
extinguishment of debt at
$3 to $5 per share                       -              -

Common stock issued for
charitable contributions
at $7 to $14 per share                   -              -

Options granted below market
value                                    -              -

Net loss for the year ended
December 31, 2001                        -     (5,416,979)

Balance, December 31, 2001     $         -   $(11,236,744)


The accompanying notes are an integral part of these financial statement.
                                       f-10

                                 ALPHATRADE.COM
                            Statements of Cash Flows


                                                 For the Years Ended
                                                       December 31,
                                              2001                 2000
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                               $    (5,416,979) $   (3,645,904)
Adjustments to reconcile
net loss to net cash (used)
by operating activities:
Common stock issued
for services                                   4,160,707      1,649,685
Common stock issued
for charitable contributions                      10,250
Depreciation expense                              44,537         40,675
Recognized loss on
investment                                             -        125,000
Gain on forgiveness
of debt                                          (72,111)       (46,536)
Options granted below
market value                                      14,210              -
Changes in operating
assets and liabilities:
(Increase) decrease
in accounts receivable                            (6,817)             -
(Increase) decrease
in prepaid expenses                               48,954        177,996
Increase (decrease)
in accounts payable and accrued expenses         764,567        368,326
Increase (decrease)
in deferred revenue                               23,833       (288,775)

Net Cash Used by
Operating Activities                            (428,849)    (1,619,533)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets                               -        (66,633)

Net Cash Used by
Investing Activities                                   -        (66,633)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from
notes payable                                    656,629              -
Payments on
notes payable                                   (305,069)             -
Proceeds from
notes payable -
elated parties                                   109,506        606,934
Payments on
notes payable -
related parties                                  (17,206)      (170,331)
Common stock
issued for cash                                    3,750      1,158,459

Net Cash Provided
by Financing Activities                          447,610      1,595,062

NET CHANGE IN CASH                                18,761        (91,104)

CASH AT BEGINNING OF YEAR                          1,889         92,993

CASH AT END OF YEAR                          $    20,650    $     1,889

SUPPLEMENTAL DISCLOSURE

OF CASH FLOW
INFORMATION:

Interest paid                                $    64,766 $            -
Income taxes paid                     $                - $            -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

Common stock issued
for prepaid services                         $    11,848$           -
Common stock issued
for services                                 $ 4,160,707    $ 1,649,685
Common stock issued
for debt                                     $   448,925  $             -

The accompanying notes are an integral part of these financial statement.
                                       f-11


                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2001 and 2000



NOTE 1 -      NATURE OF ORGANIZATION

     This  summary of  significant  accounting  policies  of  AlphaTrade.com  is
presented to assist in understanding  the Companys  financial  statements.  The
financial statements and notes are representations of the Companys  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 Gord 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  Companys  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.

              f. Basic Loss Per Share

     The  computation  of basic and  diluted  loss per share of common  stock is
based on the  weighted  average  number of shares  of common  stock  outstanding
during the periods  presented.  Common stock  equivalents have not been included
because they are antidilutive in nature.
                                f-12

                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2001 and 2000



NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              g.  Income Taxes

     At December 31, 2001, the Company had net operating loss  carryforwards  of
approximately  $ 4,900,000  that may be offset  against  future  taxable  income
through 2020.  No tax benefits has been  reported in the  financial  statements,
because the potential tax benefits of the net operating  loss carry forwards are
offset by a valuation allowance of the same amount.

              Deferred tax assets (liabilities) are comprised of the following:

                                          For the Years Ended
                                            December 31,
                                        2001                2000

Income tax benefit at statutory rate   $ 1,844,058    $ 1,428,382
Change in valuation allowance           (1,844,058)    (1,428,382)

                                       $   -           $      -

     The  income  tax  benefit  differs  from the  amount  computed  at  federal
statutory rates of approximately 38% as follows:

                                        For the Years Ended
                                            December 31,
                                      2001                2000

Income tax benefit at statutory rate   $ 415,676    $ 559,336
Change in valuation allowance           (415,676)    (559,336)

                                      $    -        $       -

     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 the future.

              h.  Revenue Recognition

     The Company  recognizes  subscription  fees 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 $23,833 at December 31, 2001.

                        f-13

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              i.  Newly Issued Accounting Pronouncements

     SFAS No.s 141 and 142 -- In June 2001, the Financial  Accounting  Standards
Board (FASB) adopted Statement of Financial  Accounting  Standards SFAS No. 141,
Business  Combinations,  and SFAS No. 142, Goodwill and Other Intangible Assets.
SFAS No. 141 is effective as to any business  combination  occurring  after June
30, 2001 and certain  transition  provisions that affect accounting for business
combinations  prior to June 30, 2001 are  effective as of the date that SFAS No.
142 is applied in its  entirety,  which will be January 1, 2002 for the Company.
SFAS No. 142 is effective,  generally,  in fiscal years beginning after December
15,  2001,  which will be the  fiscal  year  ending  December  31,  2002 for the
Company.

     SFAS No. 141 provides  standards for accounting for business  combinations.
Among other things,  it requires that only the purchase  method of accounting be
used and that certain intangible assets acquired in a business combination (i.e.
those that result from  contractual  or other legal rights or are  separable) be
recorded as an asset apart from goodwill. The transition provisions require that
an assessment be made of previous  business  combinations  and, if  appropriate,
reclassifications  be  made to or from  goodwill  to  adjust  the  recording  of
intangible  assets such that the criteria for recording  intangible assets apart
from goodwill is applied to the previous business combinations.

     SFAS No. 142  provides,  among other things,  that goodwill and  intangible
assets  with  indeterminate  lives  shall not be  amortized.  Goodwill  shall be
assigned to a reporting unit and annually  assessed for  impairment.  Intangible
assets with  determinate  lives shall be amortized over their  estimated  useful
lives, with the useful lives reassessed continuously,  and shall be assessed for
impairment  under the provisions of SFAS No. 121,  Accounting for the Impairment
of Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of.  Goodwill is
also assessed for  impairment on an interim basis when events and  circumstances
warrant.  Upon  adoption of SFAS No. 142,  the  Company  will assess  whether an
impairment loss should be recognized and measured by comparing the fair value of
the reporting unit to the carrying value,  including goodwill. If the carrying
value  exceeds fair value,  then the Company will compare the implied fair value
of the  goodwill  (as  defined in SFAS No. 142) to the  carrying  amount of the
goodwill. If the carrying amount of the goodwill exceeds the implied fair value,
then the goodwill will be adjusted to the implied fair value.

     While the Company has not completed the process of  determining  the effect
of these new accounting pronouncements on its financial statements,  the Company
currently expects that there will be no  reclassification in connection with the
transition  provisions of SFAS No. 141 based on clarifications of the transition
provisions issued by the FASB in October 2001. Accordingly,  the Company expects
that,  after  implementation  of SFAS No.  142,  all  intangible  assets will be
amortizable and the goodwill will not be amortizable.

                        f-14


NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              i.  Newly Issued Accounting Pronouncements (Continued)

     SFAS No.  143 -- On  August  16,  2001,  the  FASB  issued  SFAS  No.  143,
Accounting  for Asset  Retirement  Obligations,  which is effective  for fiscal
years  beginning  after June 15, 2002. It requires that  obligations  associated
with the  retirement of a tangible  long-lived  asset be recorded as a liability
when those obligations are incurred,  with the amount of the liability initially
measured at fair value.  Upon  initially  recognizing a liability for an accrued
retirement  obligation,  an entity must  capitalize  the cost by  recognizing an
increase in the carrying amount of the related long-lived asset.
Over time,  the liability is accreted to its present value each period,  and the
capitalized cost is depreciated over the useful life of the related asset.  Upon
settlement of the  liability,  an entity either  settles the  obligation for its
recorded amount or incurs a gain or loss upon settlement.  While the Company has
not  completed  the  process of  determining  the effect of this new  accounting
pronouncement on its financial  statements,  the Company  currently expects that
the effect of SFAS No. 143 on the Companys financial statements, when it becomes
effective, will not be significant.

     SFAS No. 144 On October 3, 2001, the Financial Accounting Standards Board
issued SFAS No. 144,  Accounting  for the  Impairment or Disposal of Long-Lived
Assets  which is effective  for  financial  statements  issued for fiscal years
beginning  after  December 15, 2001 and,  generally,  its  provisions  are to be
applied  prospectively.  SFAS 144  supercedes  SFAS Statement No. 121 (FAS 121),
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of.  SFAS  144  applies  to  all  long-lived   assets  (including
discontinued  operations) and consequently  amends  Accounting  Principles Board
Opinion No. 30 (APB 30),Reporting Results of Operations  Reporting the Effects
of Disposal of a Segment of a Business.

     SFAS 144 develops one accounting model (based on the model in SFAS 121) for
long-lived  assets that are to be disposed of by sale,  as well as addresses the
principal  implementation  issues. SFAS 144 requires that long-lived assets that
are to be  disposed  of by sale be  measured  at the lower of book value or fair
value less cost to sell. That  requirement  eliminates the requirement of APB 30
that  discontinued  operations  be  measured  at net  realizable  value  or that
entities  include under  discontinued  operations in the financial  statements
amounts for operating losses that have not yet occurred.

     Additionally,  FAS 144  expands  the scope of  discontinued  operations  to
include  all  components  of  an  entity  with   operations   that  (1)  can  be
distinguished  from the rest of the entity and (2) will be  eliminated  from the
ongoing operations of the entity in a disposal transaction.

     While the Company has not completed the process of  determining  the effect
of this new accounting  pronouncement on its consolidated  financial statements,
the Company  currently  expects that the effect of SFAS No. 144 on the Companys
financial statements, when it becomes effective, will not be significant.

                        f-15

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              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, 2001
and 2000 was $49,085 and $114,718, respectively.

              k.  Stock Options

     As  permitted  by  FASB   Statement   123  Accounting   for  Stock  Based
Compensation  (SFAS No.  123),  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.

NOTE 2 -      FIXED ASSETS

              Fixed assets at December 31, 2001 consisted of the following:

Office equipment                $  21,337
Computer equipment                133,044
Software                           68,175
Less accumulated depreciation    (105,356)

                                $ 117,200

     Depreciation  expense  for the years ended  December  31, 2001 and 2000 was
$44,537 and $40,675, respectively.

NOTE 3 -      CONVERTIBLE PREFERRED STOCK

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

C        Each preferred  share is convertible  into five  underlying
common shares at a conversion  price of $0.05
                  per common share.
C        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.
C        The preferred shares are assignable.
C        The preferred shares vest immediately to the holder upon issuance
 and cannot be canceled.

                        f-16
NOTE 4 -      OPTIONS

     At December 31, 2001,  the Company had  authorized  the  following  options
pursuant to the 2001 stock option plan:

                   Exercise          Number           Number            Number
                    Price          Authorized        Exercised     Outstanding

                Market value on
               date of grant         3,535,000      2,147,800       1,387,200
                                     3,535,000                     1,387,200

     Had compensation cost for the Companys  stock-based  compensation plan been
determined based on the fair value at the grant dates for awards under such plan
consistent  with the method of FASB  Statement 123,  Accounting for  Stock-Based
Compensation, the Companys net income (loss) and earnings (loss) per share would
have been reduced to the pro forma amounts indicated below:
                                                     December 31,
                                                    2001                2000

              Net (loss) as reported       $   (5,416,979) $       (3,645,904)
              Proforma                         (5,875,595)         (4,328,177)
              Basic and diluted (loss)
           per share as reported                   (11.28)             (14.18)
              Pro forma                                 -              (17.00)

     The Company estimates the fair value of each stock option at the grant date
by  using  the  Black-Scholes  option  pricing  model  based  on  the  following
assumptions:
                                                       2001

              Average risk free interest rate          4.25%
              Average expected life                     1.0
              Average expected volatility               166%
              Dividend yield                             -

                        f-17
NOTE 5 -      WARRANTS

              The Company had the following warrants outstanding at
December 31, 2001:

                                         Number of
                              Number of  Shares
Grant         Exercise          Shares  Exercised/     Total     piration
Date            Price          Granted  Cancelled    Remaining      Date

1/7/1999     $    12.50         20,000    6,000          14,000    1/7/2005
6/7/1999     $    12.50         10,000   10,000         -          6/7/2005
10/19/1999   $    12.50         12,000      200         11,800    10/19/2005
11/16/1999   $   312.50            100        -            100    11/10/2002
11/11/99     $    12.50          3,000        -           3,000   11/11/2005
2/7/2000     $    12.50          2,478    2,478               -    2/7/2005
4/7/2000     $    12.50         13,115   13,100             15     4/7/2005
5/1/2000     $    12.50          3,000        -            3,000   5/1/2005
7/27/2000    $    12.50         28,000        -           28,000   7/27/2005
1/3/2001     $     6.00          5,000        -            5,000   7/27/2005
4/11/2001    $     5.50         21,500        -           21,500   4/11/2006
7/15/2001    $     7.50            500        -              500   7/15/2002

     Subsequent to year-end,  the warrants  granted in January and April of 2001
were cancelled and replaced with 50,000 warrants exercisable at $2.15 per share.

NOTE 6 -      RELATED PARTY PAYABLE

     During the year ended December 31, 2001, related parties loaned the Company
$392,350 and have accrued salaries of $240,000, all bearing interest at 10%, due
on demand and unsecured.  The balances have accrued interest of $-0- at December
31, 2001.

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 lease  expires in March 2004.  The monthly  lease payment is $6,000.
Rent  expense  for the years  ended  December  31, 2001 and 2000 was $89,766 and
$91,187, respectively, which includes Common Area Maintenance charges.

              Management Agreement

     The  Company  has  consulting  agreements  with  its  president  and  chief
executive officer to provide services at a rate of $10,000 each per month.

                                f-18

NOTE 7 -      COMMITMENTS AND CONTINGENCIES (Continued)

              Third Party Providers

     The Company has a contract with Reuters which calls for monthly payments of
$16,000 and an agreement with Comtex News Network,  Inc. which calls for monthly
payments of $3,850.  Both contracts renew annually unless otherwise  terminated.
The Company has resigned  with  Reuters for a two year  contract  which  expires
March 2004.

NOTE 8 -      GOING CONCERN

     The Companys  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 had limited revenues, has generated significant losses
from operations and had a deficit in its working capital.

     In order to develop a reliable source of revenues, and achieve a profitable
level of  operations,  the Company  will need,  among other  things,  additional
capital  resources.  Managements  plans  include  concentrating  its efforts on
marketing the  Companys  services and products and raising  additional  capital
through the sale of exclusive marketing territories,  or through the sale of its
common stock. The proceeds will be used to pay for general  operating  expenses,
pursue  acquisitions  and form  strategic  alliances  that  could  expedite  the
Companys growth. The Company expects that it will need $1,000,000 to $5,000,000
of additional  funds for operations and expansion in 2002.  However,  management
cannot  provide  any   assurances   that  the  Company  will  be  successful  in
accomplishing any of its plans.

     The ability of the Company to continue as a going concern is dependent upon
its ability to  successfully  accomplish  the plan  described  in the  preceding
paragraph  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 9 -      NOTE PAYABLE

              Note payable to the Company, due on demand,
                bearing interest at 10% per annum, unsecured $351,559

                        f-19

NOTE 10 -     ACCRUED LIABILITIES

      Accrued liabilities consisted of the following at December 31, 2001:

Fredi Zapp Consulting                     $    260
Irwin Renneisen Consulting                   4,000
Frank Gagel Consulting                       1,300
Coffin Communications Group Consulting       7,500
Euromerica Group Consulting                  4,000
Other accruals                               8,087
CNC Global Consulting                       25,116
Settlement accrual                          99,814

                                          $150,077

NOTE 11 -     SUBSEQUENT EVENTS

              Common Stock
     Subsequent  to December  31,  2001,  the Company  authorized a 1:50 reverse
stock split. The financial statements have been retroactively restated.

     Subsequent  to December 31, 2001,  the Company  issued  options to purchase
367,130  shares of common  stock for  services at an average  price of $2.12 per
share.

     Subsequent to December 31, 2001, the Company issued 10,000 shares of common
stock for charitable contributions at $2.30 per share.

     Subsequent to December 31, 2001,  the Company  issued  1,275,000  shares to
related parties for the conversion of debt of $701,178.


                        f-20