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, 2003

                         or

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

                For the transition period from    to

                         Commission file number 0-25631


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

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

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

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

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

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













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

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

The Issuer's revenue for its most recent fiscal year is $939,868.

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

As of March 10, 2004, the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant was approximately $4,864,455
based on approximately 8,107,425 shares held by non affiliates at a price of
$0.60.

The number of shares of common stock outstanding as of December 31, 2003 was
18,415,365.

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





























                                       ii

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                                 ALPHATRADE.COM
                            FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS
                                                                       Page No.
                                                                       --------
                                     PART I
Item 1.  Description of Business.....................................      2
Item 2.  Description of Properties...................................     13
Item 3.  Legal Proceedings...........................................     13
Item 4.  Submission of Matters to a Vote of Security Holders.........     14

                                     PART II
Item 5.  Market for Common Equity and Related Stockholder Matters....     14
Item 6.  Management's Discussion and Analysis or plan of Operations..     16


Item 7.  Financial Statements                                             20
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure....................................     21
Item 8A. Controls and Procedures.....................................     21

                                    PART III
Item 9.  Directors and Executive Officers, Promoters and Control Persons:
         Compliance with Section 16(a) of the Exchange Act...........     21
Item 10. Executive Compensation......................................     22
Item 11. Security Ownership of Certain Beneficial Owners and
         Management..................................................     24
Item 12. Certain Relationships and Related Transactions..............     26

Item 13. Exhibits, and Reports on Form 8-K...........................     26
Item 14. Principal Accountant Fees and Services......................     27

         Signatures..................................................     28
























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ITEM 1.   DESCRIPTION OF BUSINESS

Forward-Looking and Cautionary Statements

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

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

History

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

Overview:

AlphaTrade.com specializes in delivering a high-performance stock market data
product that was designed to provide investors, day traders and professionals
with a low cost, state-of-the-art product. E-Gate is a component based system
that is comprised of a comprehensive suite of applications.

E-Gate combines real-time, streaming stock market data with key fundamental data
within these applications. All of the applications are easily personalized by
each subscriber for quick access to relevant stock market information. We also
offer a customized E-Gate product to corporate customers primarily in market
segments such as banking, insurance, mutual funds, brokerage firms, public
relations and financially oriented websites. E-Gate is rapidly integrated into
corporate websites and can be utilized as value added services to attract new
customers and maintain the loyalty of existing customers. E-Gate is a
multi-lingual service currently offering 10 languages and other languages will
be added on as needed basis.

AlphaTrade is a cost-effective solution for streaming, multi-lingual stock
market data for individuals interested in real time market information and for
companies that require value added products to augment their client retention
programs.

E-Gate is marketed as a complete suite of integrated financial products that
provide instant access to stock market data, research, news, analytics and



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industry events. E-Gate's open framework and proprietary backend allows
subscribers to access detailed stock market information easily through separate
applications. All of the applications can be configured directly into the host
website during the customization process thereby enhancing the corporate
identity for the website.

AlphaTrade's main corporate customers for the real time subscription services
are brokerage firms, however, our website applications are used by a diverse
group of companies which include banks, insurance companies, communication
companies, radio and TV stations. AlphaTrade's affiliate and partnership program
is very cost effective for both AlphaTrade and for the host website. In general
the host website can expect increased length of time visitors will stay at their
site and these visitors may be more easily engaged to visit other areas of the
website with the intention of increasing business for the host site. AlphaTrade
benefits from greater exposure which results in more subscriptions and a reduced
marketing cost.

E-Gate can be upgraded with new products or features "on the fly" which
maintains the integrity of our user-friendly technology. E-Gate also has a
modular architecture and is additionally enhanced by the proprietary network
system. For the consumer, this means each application is independent of the
other and therefore not co-dependent on the system itself therefore the
subscriber can totally customize his own system on a daily basis if necessary
all within a user-friendly working environment.

This flexible technological feature contributes to our ability to rapidly
increase the number of subscribers without any loss of quality. AlphaTrade could
easily add all of the clients of a large brokerage firm in days and maintain the
inherent structure of E-Gate. During 2003, we maximized the performance of
E-Gate products and minimized the load to the servers by streamlining the core
internal communications of the E-Gate system.

We believe that our growing network of affiliates will assist the company
advance its marketing goals in combination with other more direct marketing
venues such as direct mail, trade shows, banner ads, radio, TV and print as well
as highly targeted email campaigns. Our goal from a marketing campaign is to
offer quality customer service and reliable products and thus generate new
subscribers for our E-Gate service.

We believe that our business strategy will allow us to continue to gain market
share, extend our industry leadership and improve our financial performance.

BUSINESS DEVELOPMENT

AlphaTrade.com has a multi-lingual, user-friendly, browser-based suite of
applications called E-Gate. E-Gate is available online for $17.00* per month
(*exchange fees are additional). The E-Gate applications differ from more
expensive mainstream competitive products because AlphaTrade's business model is
built around disseminating information on the Internet while competing products
have designed their corporate structures around software updates and cumbersome
servicing programs. E-Gate needs no software downloads or plug-ins to view any
of the real-time, streaming market applications. The subscriber has the ability
to access their personal E-Gate account from anywhere in the world with no
additional charges.



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<PAGE>
AlphaTrade is devoting 2004 to expanding their subscriber base by targeting
expansion into financial institutions and generating greater exposure in the
marketplace. The professional market, meaning stock brokers and other
financially oriented individuals, is not only a much smaller market than the
retail sector, but this market is often encumbered by lengthy and pricey
agreements with competing products thereby slowing down the selling cycle.
However, due to the flexible nature of the E-Gate system, we can offer these
same firms a high quality, customized stock quote service for their customers at
a fraction of the cost of competing products. This market sector is vast and due
to the multi-lingual capabilities of E-Gate could span continents. All of the
large brokerage firms could potentially become a customer for AlphaTrade because
implementation is seamless and the E-Gate product is a first class product.

AlphaTrade is a financial market content provider with products suitable for the
professional and retail sectors. We collect financial content directly from our
content providers and financial information sources. This information is
manipulated by our proprietary technology and then merged into a suite of
financial applications to suit the needs of our subscriber demographics.

AlphaTrade's data warehouse includes information on equities, futures, options
and mutual funds for all world exchanges. Currently, we distribute market data
for North American exchanges. AlphaTrade uses proprietary extraction routines
and compression algorithms to display the data via the E-Gate system. Once the
financial data has been merged with the news and other financial content it is
then distributed to our subscribers. Our primary data distribution center is
located in Vancouver, British Columbia.

Subscribers can access E-Gate from anywhere in the world with any type of
Internet connection. AlphaTrade provides every subscriber with the same
institutional grade financial data without the need for special hardware or
complicated software.

Our revenue is derived primarily from subscription fees charged for access to
E-Gate. Additionally, we generate revenue from technological developments and
licensing agreements. Our E-Gate products are used primarily for monitoring
market data, trading review and analysis. Our customer base consists primarily
of brokerage firms, stockbrokers, active traders, professional traders, public
companies, financial websites, banks, investor relations companies and
investors.

Network infrastructure

AlphaTrade's network infrastructure consists of local directors, firewalls and
other related network equipment to allow AlphaTrade the ability to offer a
reliable, uninterrupted service. During 2003, AlphaTrade moved our server farm
to a high-speed infrastructure co-location in British Columbia to ensure our
support coverage was manned 24/7/365. This entire infrastructure is managed and
monitored locally and/or remotely. The monitoring system has the ability to send
e-mails or pager signals the moment a malfunction is detected to ensure no
disruption of the E-Gate service. The new co-location has multiple high-speed
bandwidth hubs to provide a secure, redundant and continual connection to
AlphaTrade's intranet.

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

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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

Internet Streaming Stock Market Data is becoming mainstream.

The market for our specialized Internet financial services is experiencing
increased acceptance in the marketplace. The Internet created an open market
situation for buyers of all products thereby making price and feature
comparisons easy and more critical to the buying decision. Consumers have become
extremely savvy and demanding when they are searching for products on the
Internet. Currently, customer demand for a cost-effective, professional grade
stock quote service is at an all time high and has definitely shifted away from
the hardwired systems.

Browser-based stock quote services are user friendly, easily accessed and
generally less expensive. The Internet revolution is firmly entrenched in our
society and it is our belief that it will continue to gain momentum and
ultimately will most likely dominate the industry.

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

The Stock Market Data Delivery Sector

Until recently, the dominant growth in this industry stayed with monolithic
companies with huge infrastructures and billions of dollars of annual revenues.
Their customers were predominantly large corporate clients such as brokerage
firms, banks, financial institutions and their products were priced accordingly.
This conservative business strategy severely limits the expansion of the market
for streaming stock quote business beyond the confines of large corporate
customers. These companies have invested heavily in their infrastructure and
their product mix which lead to a continual stream of software upgrades,
complicated hardware installations and long term contractual obligations from
their clients thus perpetuating high prices for the consumer.

It is the belief of AlphaTrade's management that the market is much more
expansive today than it ever has been because of the Internet and the consumer
is more receptive to a cost effective pricing structure.

This trend bodes well for financial products like E-Gate. The financial
industry's move to greater acceptance of products delivered via the Internet
offers expanded opportunities for a larger demographic of users. The cost of an
E-Gate subscription is a fraction of the cost of competing products so
management foresees a continually expanding market for products such as E-Gate.

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Our Business

We provide real-time financial market data, fundamental research, news and
charting to professional, institutional and individual investors through the
Internet. We disseminate news and third-party database information from more
than 45 sources worldwide.

Market data is delivered direct to our facilities, where the data is
simultaneously redistributed to its customers. Once the user is attached to our
host server, the connection link is constant, like an open telephone connection.
This allows the system to provide updating stock quotes and news and to
instantly respond to all queries.

Our business model is focused on increasing the number of subscribers for our
E-Gate Internet stock quote service. The E-Gate service includes:

   o     Stock quotes for all North American exchanges
   o     Level II - up to 12 screens simultaneously
   o     News
   o     Charts - intraday and historical
   o     Most active list - top 50 stocks
   o     Mutual Funds
   o     Time and sales for the past 21 days for any listed equity
   o     Alerts
   o     Portfolio manager - up to 10 with 60 stocks in each portfolio for a
         total of 600 stocks

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 and research.

E-Gate is designed to provide subscribers access to real time stock market
information. 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.

AlphaTrade has designed the E-Gate system to be user friendly and self directive
- meaning that all subscribers will innately understand the operating
procedures. All functions are handled through an independent Menu which opens
after you login. The Menu is a collection of individual financial applications,
which can be independently opened from the menu. The menu is fully customizable
with our corporate clients logo.

Remote Manager: Our remote Client Management tool provides the means for
business 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


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<PAGE>
through its browser-based software and makes it easy to configure and customize
client data.

E-Quote web applications: Since AlphaTrade is a client-server java application,
our 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 applications deliver and automatically update a continuous
stream of market data to the client's screen. Products available 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.

Marketing

E-Gate is marketed at a cost of $17.00 US per month - exchange fees are
additional. Customers need not enter into long-term agreements and can sign up
for a month or a year. At this price, subscribers can integrate E-Gate as a
supplementary stock quote service, to augment their current system or as their
system of choice for streaming stock market data.

E-Gate is user-friendly and comes with a short two minute tutorial available in
five languages. E-Gate's mobility permits the subscriber to access the service
anywhere in the world. E-Gate users select the language preference when they
login.

Upgrades and enhancements are done automatically. As new products are developed
and introduced by AlphaTrade, each subscriber is automatically upgraded the next
time they login.

Competition

Our primary competition in North America is from long-established companies who
conduct their business with extensive and lengthy agreements with their
customers. We believe E-Gate is representative of a material change in the
manner in which financial data dissemination is provided to the end user. We
also believe that we can compete with existing services because E-Gate is
multi-lingual, cost effective and requires no long term financial commitment.
E-Gate requires no servicing from the subscriber as enhancements and adjustments
are made automatically at source.

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 recent chaotic state of the stock markets.

Customers

Our customers consist principally of

   o     brokerage firms for their stock brokers and customers
   o     financially oriented websites that seek to improve customer retention
   o     other websites that are seeking new products to offer their visitors
   o     active traders, investors, hedge funds, money managers and investment
         banking clients
   o     public and investor relations companies


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Currently we have customers in 40 countries worldwide with the majority of our
subscribers from the US. We are not dependent on any single customer.

Sales and Marketing

AlphaTrade has dramatically changed the focus of the company from development to
marketing. Our main focus for the later part of 2003 and into 2004 was to
establish a marketing program for 2004 that would generate new sales for our
E-Gate product at a faster pace.

AlphaTrade's past marketing efforts focused on customizing and private labeling
all of the E-Gate applications for online sites that have a demographic similar
to AlphaTrade's target market. While this was relatively effective, our progress
was slow and the results were hard to delineate.

Marketing strategies

Gain greater market exposure through advertising and market events. Our strong
relationships with existing customers enables us to attract new customers and to
embark on new marketing initiatives. AlphaTrade actively seeks referrals from
existing customers and continuously seeks to identify potential sales
opportunities.

Greater focus on gaining more exposure in the international marketplace.
Although we have customers in 40 countries, the dominant number of subscribers
is from the US. We believe that adding more international business will enable
us to continue to gain market share, extend our industry leadership and improve
our financial performance. Management believes that the E-Gate product will be
accepted in foreign markets due to its multi-lingual capabilities and ease of
use.

Continually seek to position E-Gate as user-friendly and cost-effective. We
believe our products are well-positioned to address the requirements for scale,
complexity, availability and integration for the powerful web based marketplace.
We continually develop new products and new capabilities that are at the
forefront of the industry. Our marketing mandate is to attract and keep
customers by providing the highest quality product and the best customer service
for the most cost effective price.

AlphaTrade is actively seeking strategic alliance opportunities with industry
masters that would assist us in advancing our business faster. This industry is
characterized by new technologies, standards and features and the status quo is
frequently challenged. AlphaTrade has the agility of the fast paced smaller
company mentality and is receptive to all alliances that will fast track our
growth.

AlphaTrade's primary focus is profitability. Throughout fiscal 2003, it was
necessary to devote time, money and man hours to enhancing E-Gate's reliability,
redundancy and market acceptance. In fiscal 2004 we are dedicated to achieving
greater revenues and more exposure in the marketplace

EMPLOYEES

We currently retain, through contracts with corporations, the services of two
executive officers on a full time basis. In addition, through a Canadian


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management company, we employ ten contract employees consisting of five
programmers/technical staff, three sales/marketing personnel, and two customer
service/administration staff. Our contractors are not members of any union, nor
have we entered into any collective bargaining agreements. We believe that our
relationship with our contractors is good. We may retain additional
employees/contractors in the next year to handle anticipated growth.


COMPANY RISK FACTORS

         There are many competitors in the data feed industry

Our data service competes with many providers of financial information over the
Internet. Principal competitors to E-Gate are Reuters, Thomson Financial and
other such companies who have long-standing customers and a wide variety of
products. We expect competition to continue and intensify in the future. We also
face competition from discount and full service brokerage firms that provide
similar proprietary services to their own customer bases.

         Our extremely limited operating history makes it difficult to evaluate
         our business and prospects

We commenced operations in January 2001 and have conducted limited business

operations since that time. As a result of our short operating history, we have
only limited financial data and business information with which to evaluate our
business strategies, past performance and an investment in our common stock.

We have a history of losses and anticipate future losses

In 2003 our revenues increased, however we may not achieve or subsequently
maintain profitability if anticipated growth in revenues occurs more slowly than
we expect, or not at all. We also have experienced operating losses, negative
cash flow from operations and net losses in each quarterly and annual period. As
of December 31, 2003, our accumulated deficit was approximately $24 million. We
expect to continue to incur significant expenses in connection with:

         *     costs of our sales and marketing efforts;

         *     management personnel;

         *     increased general and administrative expenses

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

         Additional share issuances could be dilutive

If we do not generate necessary cash from our operations to finance our future
business, we will need to raise additional funds through public or private
financing opportunities. Selling additional stock could dilute the equity
interests of our stockholders. If we borrow more money, we will have to pay
interest and may also have to agree to restrictions that limit our operating
flexibility. We may not be able to obtain funds needed to finance our operations

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at all or may be able to obtain them only on very unattractive terms. We may
also explore other alternatives such as a joint venture with another technology
or financial services firm. There can be no assurances, however, that we will
conclude any such transaction.

         The market may not continue to accept E-Gate

We generate revenue from subscribers who pay monthly for the E-Gate service. We
expect E-Gate to continue to account for a large portion of our revenue for
fiscal 2004. 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 a reliable service
to our customers.

We are striving to increase our subscriber base which would serve to reduce the
data costs on a per subscriber basis. We are also planning to license our
applications which would further reduce our data costs on a per subscriber
basis. As our subscriber base increases, the amount of revenue from advertising
is expected to increase and the amount we can charge for advertising increases
as the demographics of our subscribers is appropriate for certain companies. If
we are unable to generate sufficient revenues to cover the cost of our operating
expenses, our business will be adversely affected and the price of our stock may
decline.

         Outside factors may influence our business development

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

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

         *     our efforts to expand into international markets;

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

         *     competitive factors that affect our pricing;

         *     the mix of products and services we sell;

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

         *     hiring and retention of key personnel;

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

         *     new government legislation or regulation.

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



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<PAGE>
         If we lose key personnel, we may be unable to successfully operate our
         business

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

         If we are unable to attract and retain additional qualified personnel,
         our future business may suffer

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

         Our limited ability to protect our intellectual property may prevent us
         from retaining our competitive advantage

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

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

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

Reliance on third party  providers

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

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Currently we have a one year contract with Reuters which calls for monthly
payments of $20,000 and a one year contract 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. Although there are many competitors to these feed suppliers and if
necessary a new contract could be negotiated, a temporary disruption in these
feed suppliers could have a negative effect on our business.

         Going Concern Issue

Our independent auditors have expressed a going concern issue. Our ability to
continue as a going concern is dependant upon our ability to achieve a
profitable level of operations. We will need, among other things, additional
capital resources. Management's plans include concentrating its efforts on
increasing our subscriber base and raising additional capital through a private
placement of the Company's common stock. We expect that we will need $75,000
over the next 2 months to cover our negative cash flow until subscription fees
are adequate to cover our operating costs. However, management cannot provide
any assurances that we will be successful in accomplishing any of its plans.

Until 2003 a decline in stock market investing definitely affected the demand
for stock market quote service products and has negatively affected our
marketing plans. With the resurgence of the stock market in 2003 and 2004 we are
optimistic that we will meet our projections. However if a downturn in the
market occurs it would limit our ability to generate profitability in the
short-term.

Risks relating to ownership of our common stock

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

Our stock is presently traded on the OTC Bulletin Board, although there is no
assurance that a viable market will continue. The price of our common stock in

the public market is highly volatile and may fluctuate substantially because of:

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

         We do not intend to pay dividends

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

         Possible "Penny Stock" Regulation

Trading of our common stock on the OTC Bulletin Board may be subject to certain

                                       12
<PAGE>
provisions of the Securities Exchange Act of 1934, commonly referred to as the
"penny stock" rule. A penny stock is generally defined to be any equity security
that has a market price less than $5.00 per share, subject to certain

exceptions. If our stock is deemed to be a penny stock, trading in our stock
will be subject to additional sales practice requirements on broker-dealers.
These may require a broker dealer to:

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

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

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

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

ITEM 2.   DESCRIPTION OF PROPERTY

Our executive offices are located in Vancouver, B.C., Canada in a 4,500 square
foot facility. AlphaTrade has a month-to-month sub-lease at a current monthly
rent of $6,000. The lease expires in February, 2007. During 2003, AlphaTrade
moved our server farm to a high-speed infrastructure co-location in British
Columbia to ensure our support coverage was manned 24/7/365. We do not own any
real estate.

ITEM 3.   LEGAL PROCEEDINGS

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

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

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

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

                                       13
<PAGE>
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fiscal
year ended December 31, 2003.


                                     PART II

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

Market Information

Currently, our common stock is traded over-the-counter and quoted on the OTC
Bulletin Board under the symbol "APTD" and is also traded on the Frankfurt Stock
Exchange under the symbol "TDR". The high and low bid prices for the Common
Stock as reported by our content provider, Reuters Information Ltd. are listed
below. The prices in the table reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions. The
reported bid prices reflect the 1 for 50 stock split that occurred on January
14, 2002.

2003 Quarterly Information
                                                     High              Low

First                                                1.20              0.66
Second                                               1.60              0.62
Third                                                1.20              0.86
Fourth                                               1.21              0.45

2002 Quarterly Information
                                                     High              Low

First                                                3.75              1.24
Second                                               1.67              0.18
Third                                                0.80              0.25
Fourth                                               1.03              0.20

As of December 31, 2003 there were 231 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

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

The future sale of presently outstanding "unregistered" and "restricted" common
stock by present members of management and persons who own more than 5% of our



                                       14
<PAGE>
outstanding voting securities may have an adverse effect on the trading market
for our shares.

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

Recent Sales of "Unregistered" Securities

The following unregistered securities have been issued since January 1, 2003 and
are previously disclosed in our Form 10-QSB's unless otherwise noted:

                                               Valued
Date              No. of Shares     Title      At       Reason

Jan. 10/03        99,000            Common     $0.25    Services
Jan. 15/03        20,000            Common     $0.30    Services
Feb. 5/03         2,000,000         Common     $0.58    Services
Feb. 13/03        30,000            Common     $0.83    Services
Feb. 20/03        10,000            Common     $0.91    Services
Feb. 20/03        20,000            Common     $0.91    Charitable Donation
May 2/03          4,000,000         Common     $1.03    Accrued Bonus
May 2/03          120,000           Common     $0.90    Services
May 2/03          100,000           Common     $0.55    Private Placement
May 2/03          25,000            Common     $0.90    Services
May 2/03          108,000           Common     $0.30    Warrants
June 10/03        92,000            Common     $0.30    Warrants
June 10/03        72,500            Common     $0.40    Warrants
June 10/03        200,000           Common     $0.90    Services
June 10/03        800,000           Common     $0.45    Private Placement
June 11/03        25,000            Common     $1.01    Services
July 22/03        20,000            Common     $1.25    Services
July 22/03        50,000            Common     $1.25    Charitable Donation
July 22/03        25,000            Common     $0.60    Private Placement
July 22/03        100,000           Common     $0.55    Private Placement
July 22/03        107,500           Common     $0.45    Private Placement
July 22/03        45,000            Common     $1.25    Services
Aug. 20/03        20,000            Common     $0.85    Services
Sept. 3/03        30,000            Common     $0.78    Services
Sept. 11/03       25,000            Common     $0.81    Services
Sept. 23/03       71,429            Common     $0.35    Private Placement
Sept. 23/03       10,000            Common     $0.70    Services
Oct. 15/03        28,572            Common     $0.35    Private Placement
Nov. 3/03         450,000           Common     $0.30    Private Placement
Nov. 3/03         42,857            Common     $0.35    Private Placement
Nov. 14/03        100,000           Common     $1.01    Services
Nov. 21/03        10,527            Common     $0.95    Services
Dec. 10/03        75,000            Common     $0.79    Services
Dec. 10/03        25,000            Common     $0.79    Charitable Donation


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



                                       15
<PAGE>
ITEM 6.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF OPERATIONS

Results of Operations. During the fiscal year ended December 31, 2003, we saw
revenue increase each quarter. Total revenue for fiscal 2003 was $939,868 which
is an 83% increase over fiscal 2002 sales of $513,697. The increase in revenue
is directly attributable to subscriber acceptance of the E-Gate product. Our
sales have increased by the word of mouth recommendation from existing customers
and by advertising to potential users such as on the Pink Sheet website. We also
recognized our first development and licensing revenue. A company paid us
$19,480 to develop a trading platform and to integrate our E-Gate service into
this new platform. We retained ownership of that product and the technology. We
subsequently licensed the trade execution product to that company. The license
is on a graduated scale and currently generates $6,000 per month for us. We
expect additional licenses to be granted in 2004.

Our cost of sales is the cost incurred to purchase and disseminate the financial
content we provide our customers. For the calendar year ended December 31, 2003
the cost was $849,641 compared to $548,109 in 2002. This represents a cost of
sales to revenues percentage of 90% in 2003 compared to 107% in 2002. Most of
our financial content costs are fixed meaning that the data and exchange
providers charge a flat monthly fee. As our subscription volume goes up our cost
of sales does not go up proportionately. Accordingly, we expect the cost of
sales percentage to decline further in 2004.

We have contracted with two companies for the services of two of the Company's
officers and directors. These companies are not owned by the officers but the
compensation earned by them is to the future benefit of the officers. We have
been unable to pay the officers the cash compensation they were contracted to
receive in 2003 or 2002. However the amounts due under the contracts have been
accrued in our financial statements. Under the terms of the contracts in 2003
the companies are to receive a base salary of $240,000 each per year. The
contracts also provide for annual bonuses equal to the annual salary and for
stock options and bonuses of 3,000,000 shares each. At the time the options were
issued the shares were valued at an average of $0.88 per share. We felt it was
necessary to provide these incentive compensation programs for the officers in
2003 in order to keep from losing their services to other companies.

The total compensation expense to these entities was $6,720,000 in 2003 compared
to $2,227,817 in 2002. The amount of the expense recorded is a factor of the
trading price of our shares at the time the options or bonus shares are issued.
The companies have agreed to forgo the cash and stock bonuses as per the
contracts in 2004 and to forgo any raises. Accordingly, the related party
compensation expense is expected to be $480,000 in 2004. The Company does not
expect to have sufficient cash to pay any of this compensation in 2004.

We incurred $956,161 in professional fees in 2003 compared to $1,248,680 in
2002. This represents a decrease of $292,519 or 23%. Professional fees include
fees paid to accountants, attorneys and investor relation firms. We had limited
cash available to pay our professional consultants, in 2002, so we paid many of
them with shares of common stock. The shares were valued at market value for
accounting purposes but discounted by the consultants for their services. As we
were able to pay for more services with cash in 2003 we were able to reduce the
expense effect of this discounting.




                                       16
<PAGE>
We recorded research and development expense of $259,259 for 2003 compared
$470,297 in 2002. This decrease of 45% reflects the completion of the bulk of
the development of our E-gate product. We continue to refine and add features to
the product. However as the product in substantially completed the costs for
research and development are expected to decline further in 2004.

We expended $215,687 for marketing in 2003 compared to $178,913 in 2002. Now
that our E-gate product is marketable we are gradually increasing our marketing
budget. We are limited by our cash resources as to how much we can spend on
marketing. Unless we raise additional capital in 2004 we expect the marketing
expense to increase only slightly.

Our general and administrative expenses increased only 19% in 2003 from $315,787
to $376,798. The increase was due to adding the personnel and resources to
handle our increased sales volume. We expect a similar increase in 2004.

In 2003 and 2002 we recorded a gain of $150,872 and $289,040,respectively, from
the extinguishment of debt. In its early years the Company incurred some
expenses which it was unable to pay for an extended period of time. When our
cash resources finally allowed us to pay them we were able to negotiate a
discount on the liability. We are current on all of our debts at the present
time and we do not expect to have any such gains in the future. Interest expense
was $49,223 for the year ended December 31, 2002 compared to $-0- for fiscal
2003. The decrease was a result of eliminating $1,080,308 in debt. The debt was
to senior officers and other parties and was settled by the issuance of
"restricted" stock in 2002.

We incurred a net loss of $8,314,028 for the year ended December 31, 2003
compared to $4,236,089 for the year ended December 31, 2002. Included in the
loss for 2002 was $3,801,933 as the value of shares and warrants issued for
services. In 2003, $6,696,366 of the loss was the value of the shares and
warrants issued. Excluding these non cash expenses the losses for 2003 and 2002
would have been $1,617,662 and $434,156, respectively. This is a 240% increase
in our net loss.

Liquidity and Capital Resources.

AlphaTrade has consistently been financed through loans from related parties and
from raising capital through private equity offerings. We used $354,759 and
$944,717 of cash in operating activities in 2002 and 2003, respectively. This
was an increase of 166%. For the twelve months ended December 31, 2003 we
received cash totaling $937,367 compared to $277,650 for the same period of 2002
from the issuance of our common stock. We also received $755,282 in 2003
compared to $280,992 in 2002 from related party loans.

We expect that in 2004 we will need $75,000 to cover our operating needs until
operating revenues are adequate to cover cash flow. Management intends to offer
our applications to companies in the investment community for cash and to
continue to receive loans from shareholders to meet these needs.

Given the right circumstances, we would entertain a secondary financing if it
would expand our market penetration and bring extra revenue to us. We are
actively seeking acquisition targets and may decide to use our stock as the
compensation for any acquisition.



                                       17
<PAGE>
We currently have no material commitments for capital requirements. At the
present time we have no need to purchase new equipment or replace the equipment
we are currently using. We believe that our capital infrastructure is adequate
to handle the expected growth in 2004.

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

Recent Accounting Pronouncements

         SFAS No. 143 -- In August 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations, which established a uniform
methodology for accounting for estimated reclamation and abandonment costs. The
statement was effective for fiscal years beginning after June 15, 2002. The
adoption of SFAS No. 143 did not have a material effect on the financial
statements of the Company.

         SFAS No. 145 -- On April 30, 2002, the FASB issued FASB Statement No.
145 (SFAS 145), "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections." SFAS 145 rescinds both FASB
Statement No. 4 (SFAS 4), "Reporting Gains and Losses from Extinguishment of
Debt," and the amendment to SFAS 4, FASB Statement No. 64 (SFAS 64),
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." Through
this rescission, SFAS 145 eliminates the requirement (in both SFAS 4 and SFAS
64) that gains and losses from the extinguishment of debt be aggregated and, if
material, classified as an extraordinary item, net of the related income tax
effect. However, an entity is not prohibited from classifying such gains and
losses as extraordinary items, so long as it meets the criteria in paragraph 20
of Accounting Principles Board Opinion No. 30, Reporting the Results of
Operations Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions.
Further, SFAS 145 amends paragraph 14(a) of FASB Statement No. 13, "Accounting
for Leases", to eliminate an inconsistency between the accounting for
sale-leaseback transactions and certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. The amendment requires
that a lease modification (1) results in recognition of the gain or loss in the
9 financial statements, (2) is subject to FASB Statement No. 66, "Accounting for
Sales of Real Estate," if the leased asset is real estate (including integral
equipment), and (3) is subject (in its entirety) to the sale-leaseback rules of
FASB Statement No. 98, "Accounting for Leases: Sale-Leaseback Transactions
Involving Real Estate, Sales-Type Leases of Real Estate, Definition of the Lease
Term, and Initial Direct Costs of Direct Financing Leases." Generally, FAS 145
is effective for transactions occurring after May 15, 2002. The adoption of SFAS
145 did not have a material effect on the financial statements of the Company.

         SFAS No. 146 -- In June 2002, the FASB issued SFAS No. 146, "Accounting
for Exit or Disposal Activities" (SFAS 146). SFAS 146 addresses significant
issues regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for under EITF No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The scope of SFAS 146



                                       18
<PAGE>
also includes costs related to terminating a contract that is not a capital
lease and termination benefits that employees who are involuntarily terminated
receive under the terms of a one-time benefit arrangement that is not an ongoing
benefit arrangement or an individual deferred-compensation contract. SFAS 146
will be effective for exit or disposal activities that are initiated after
December 31, 2002 and early application is encouraged. The provisions of EITF
No. 94-3 shall continue to apply for an exit activity initiated under an exit
plan that met the criteria of EITF No. 94-3 prior to the adoption of SFAS 146.
The effect on adoption of SFAS 146 will change on a prospective basis the timing
of when the restructuring charges are recorded from a commitment date approach
to when the liability is incurred. The adoption of SFAS 146 did not have a
material effect on the financial statements of the Company.

         SFAS No. 147 -- In October 2002, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 147,

"Acquisitions of Certain Financial Institutions" which is effective for
acquisitions on or after October 1, 2002. This statement provides interpretive
guidance on the application of the purchase method to acquisitions of financial
institutions. Except for transactions between two or more mutual enterprises,
this Statement removes acquisitions of financial institutions from the scope of
both SFAS 72 and Interpretation 9 and requires that those transactions be
accounted for in accordance with SFAS No. 141, "Business Combinations" and No.
142, "Goodwill and Other Intangible Assets". The adoption of SFAS No. 147 did
not have a material effect on the financial statements of the Company.

         SFAS No. 148 - In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123" which is effective for financial statements
issued for fiscal years ending after December 15, 2002. This Statement amends
SFAS 123, Accounting for Stock-Based Compensation, to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of SFAS 123 to require prominent disclosures
in both annual and interim financial statements about the method of accounting
for stock-based compensation and the effect of the method used on reported
results. The adoption of SFAS No. 148 did not have a material effect on the
financial statement of the Company.

         SFAS No. 149 -- In April 2003, the FASB issued SFAS No. 149, "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities" which is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. This statement amends and
clarifies financial accounting for derivative instruments embedded in other
contracts (collectively referred to as derivatives) and hedging activities under
SFAS 133. The adoption of SFAS No. 149 did not have a material effect on the
financial statements of the Company.

         SFAS No. 150 -- In May 2003, the FASB issued SFAS No. 150, "Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity" which is effective for financial instruments entered into or modified
after May 31, 2003, and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. This Statement establishes
standards for how an issuer classifies and measures in its statement of
financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial

                                       19
<PAGE>
instrument that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. The adoption of SFAS No. 150 did not have a material effect on the
financial statements of the Company.

         FASB Interpretation No. 45 -- "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others - an Interpretation of FASB Statements No. 5, 57 and 107". The initial
recognition and initial measurement provisions of this Interpretation are to be
applied prospectively to guarantees issued or modified after December 31, 2002.
The disclosure requirements in the Interpretation were effective for financial
statements of interim or annual periods ending after December 15, 2002. The
adoption of FASB Interpretation No. 45 did not have a material effect on the
financial statements of the Company.

         FASB Interpretation No. 46 -- In January 2003, the FASB issued FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46
provides guidance on the identification of entities for which control is
achieved through means other than through voting rights, variable interest
entities, and how to determine when and which business enterprises should
consolidate variable interest entities. This interpretation applies immediately
to variable interest entities created after January 31, 2003. It applies in the

first fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The adoption of FIN 46 did not have a material
impact on the Company's financial statements.

During the year ended December 31, 2003, the Company adopted the following
Emerging Issues Task Force Consensuses: EITF Issue No. 00-21 "Revenue
Arrangements with Multiple Deliverables", EITF Issue No. 01 -8 " Determining

Whether an Arrangement Contains a Lease", EITF Issue No. 02-3 "Issues Related to
Accounting for Contracts Involved in Energy Trading and Risk Management
Activities", EITF Issue No. 02-9 "Accounting by a Reseller for Certain
Consideration Received from a Vendor", EITF Issue No. 02-17, "Recognition of
Customer Relationship Intangible Assets Acquired in a Business Combination",
EITF Issue No. 02-18 "Accounting for Subsequent Investments in an Investee after
Suspension of Equity Method Loss Recognition", EITF Issue No. 03-1, "The Meaning
of Other Than Temporary and its Application to Certain Instruments", EITF Issue
No. 03-5, "Applicability of AICPA Statement of Position 9702, `Software Revenue
Recognition' to Non-Software Deliverables in an Arrangement Containing More Than
Incidental Software", EITF Issue No. 03-7, "Accounting for the Settlement of the
Equity Settled Portion of a Convertible Debt Instrument That Permits or Requires
the Conversion Spread to be Settled in Stock", EITF Issue No. 03-10,
"Application of EITF Issue No. 02-16 by Resellers to Sales Incentives Offered to
Consumers by Manufacturers.

ITEM 7.   FINANCIAL STATEMENTS

Financial statements as of and for the fiscal years ended December 31, 2003 and
2002 have all been examined to the extent indicated in their report by H J &
Associates, LLC, independent certified public accountants, and have been
prepared in accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the SEC. The aforementioned
financial statements are included herein under Item 14 starting with page F-1.

                                       20
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

Item 8A.  Controls and Procedures

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

                             PART III


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

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

Name              Age  Position

Penny Perfect*    50   Founder, Chief Executive Officer, President, Director
Gordon Muir       50   Founder, Chief Technology Officer,Chairman, Director
Lisa McVeigh*     40   Director
Raymond Hatch     72   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 and resigned from
that position and was appointed Chief Technology Officer in January, 2004.  Mr.
Muir has been an independent investor and business consultant since 1990. He was
the founder of Navmaster Technologies, a company credited with developing the
first GPS charting systems for the Marine Industry that relied on optical
imaging rather than computers. He has over 16 years experience in senior level
management in a variety of business mainly in the automotive and industrial
industries.



                                       21
<PAGE>
PENNY PERFECT has served as President  and a Director of  AlphaTrade  since
October 21, 1999. In January, 2004 she was appointed also as the Chief Executive
Officer. Ms. Perfect has been in the stock market and related industries for
over 20 years and was President of her own firm from 1990 to 1999 providing
Investment Banking and Administration services to 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.

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

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

Family Relationships

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

Compliance with Section 16 of the Exchange Act.

Section 16(a) of the Exchange Act requires directors, officers and persons who
own more than 10% of a registered class of our equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Directors, officers and greater than 10% shareholders are required
by SEC regulations to furnish us with copies of all Section 16(a) forms they
file. Based solely upon our review of the copies of such forms that we received
during the fiscal year ended December 31, 2003, we believe that each person who
at any time during the fiscal year was a director, officer or beneficial owner
of more than 10% of our common stock complied with all Section 16(a) filing
requirements during such fiscal year. Form 4's have been filed for all stock
transactions.

ITEM 10.  EXECUTIVE COMPENSATION

The following table shows compensation earned during fiscal 2001 to 2003 by the
Chief Executive Officer and President. Titles shown on the table are titles held
at December 31, 2003. 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.




                                       22

<PAGE>
                          SUMMARY COMPENSATION TABLE

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

Penny Perfect       2001 $120,000             --       --       124,000 shares
CEO & President     2002 $180,000                             1,050,000 shares
                    2003 $240,000   $240,000                  3,000,000 shares

Gordon J. Muir      2001 $120,000             --       --       124,000 shares
Chairman            2002 $180,000                             1,050,000 shares
                    2003 $240,000   $240,000                  3,000,000 shares


1) Salaries and bonuses are accrued and remain unpaid.
2) Shares issued to companies in which the executive officers have a minority
   interest. All shares are reported on a post 1 for 50 reverse split basis.

Employment Agreements

On January 1, 2003 we executed Consulting Agreements with Jupiter Consultants,
Inc. for the services of Penny Perfect and Micro-American, Inc. for the services
of Gordon Muir for a three year term ending December 31, 2006. The contracts
will automatically renew unless terminated by giving notice by either party. The
contracts provide for the same compensation to each of Ms. Perfect and Mr. Muir
as noted below. On January 1, 2004 Amendments were executed for each of the
above noted Consulting Agreements wherein Jupiter and Micro-American agreed to
forego their annual cash bonuses of $240,000 each for 2004, forego their stock
bonus of 2,000,000 shares each to be issued on March 31, 2004 and to relinquish
some benefits.

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

         (b) Signing Bonus. We issued a signing bonus of 1,000,000 common shares
and an option to purchase 2,500,000 shares of our common shares, vesting
immediately at an exercise price of $0.45 per share.

         (c) Cash Bonus. For each full fiscal year beginning January 1, 2003, as
shall be determined by the Board of Directors based on the achievement by
AlphaTrade of performance goals established by Management for each such fiscal
year.
         (d) Bonus Stock Options. In addition to the monthly base salary and any
other benefits available to all employees and consultants, including standard
incentive qualified stock options, we will grant bonus stock options to purchase
5,000,000 common shares of AlphaTrade.com restricted common shares, vesting
2,000,000 common shares on March 31, 2003, 2,000,000 common shares on March 31,
2004 and 1,000,000 common shares on March 31, 2005. The Bonus Stock Options



                                       23
<PAGE>
carry an anti-dilution provision and are not subject to a reverse split. For all
purposes related to the Grant for these options, the Board of Directors
determined that the date of such grant is January 8, 2003 and the Fair Market
Value per share as of the date of such grant is US $0.45

         (e) Stock Bonus. A restricted stock bonus of 2,000,000 common shares
annually by March 31st of each year of the agreement beginning March 31, 2003.
The restricted stock bonus carry an anti-dilution provision and are not subject
to a reverse split prior to issuance.

AlphaTrade.com 2001, 2002 and 2003 Stock Option Plans

     Stock Incentive Plans were adopted in 2001, 2002 and 2003 authorizing the
issuance of the following shares to the Employees and Consultants of which the
unexercised balances are as follows:

                Exercise         Number         Number
                Price            Authorized     Outstanding

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

2002 Plan       $0.25            1,200,000      322,970

2003 Plan       $0.62            2,300,000      2,300,000


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

Bonuses and Deferred Compensation

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

Compensation Pursuant to Plans -  None

Pension Table -  None   not applicable

Other Compensation

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

Director Compensation

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

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the stock
ownership as of December 31, 2003, of each person who is known to be the

                                       24
<PAGE>
beneficial owner of more than 5% of our common stock; held directly or
indirectly by each director; or by each person who was an executive officer
during the fiscal year ending December 31, 2003; and by directors and executive
officers as a group.


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

Penny Perfect                     10,241,620(3)             44%
Suite 1322 - 1111 W. Georgia St.
Vancouver, B.C.

Gordon Muir                       10,016,320(4)             43%
Suite 1322 - 1111 W. Georgia St.
Vancouver, B.C.

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


All executive officers and directors
as a group (four persons)         20,307,940(5)             71%

(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) Percentage ownership is based upon 18,415,365 shares of common stock
outstanding on December 31, 2003 and is calculated separately for each person on
the basis of the actual number of outstanding shares beneficially owned as of
December 31, 2003 and assumes the conversion of preferred shares held by such
person (but not by anyone else).
(3) Includes direct and indirect ownership of common shares and includes
5,000,000 shares to be issued upon the conversion of preferred shares. (4)
Includes direct and indirect ownership of common shares and includes 5,000,000
shares to be issued upon the conversion of preferred shares. (5) Include
10,000,000 shares to be issued upon the conversion of preferred shares.

PREFERRED SHARES

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

  -  Each share is convertible into five shares of common stock at a conversion
     price of $0.05 per share;
  -  Each share is accorded five votes on any matter submitted to the
     stockholders;
  -  There shares are assignable, subject to compliance with any applicable
     securities laws, rules and regulations;



                                       25
<PAGE>
  -  Ownership of these shares vests on issuance, and they are not subject to
     cancellation.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Payables

Related parties loaned us $9,254 and $35,140 during the years ended December 31,
2003 and 2002, respectively. The remaining sum of $990,819 is owed equally to
Jupiter Consultants Inc. and Micro-American Inc. Jupiter Consultants, Inc. and
Micro American Inc. have consulting agreements with Penny Perfect (CEO &
President) and Gordon Muir (Chairman).

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

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

    (a)      Exhibits

    Exhibit No. Exhibit Name
    ----------- ------------
      3.1(1)   Initial Articles of Incorporation dated June 6, 1995
      3.2(1)   By-laws
      3.3(1)   Certificate of Amendment increasing the authorized capital to
               25,000,000 shares of common stock, par value $0.001, and effected
               an 80 for one forward split of the outstanding common stock
               (10/21/98)
      3.4(1)   Certificate of Amendment changing the name of the company to
               "Honor One Corporation" (10/29/98)
      3.5(1)   Certificate of Amendment effecting a three for one forward split
               of the outstanding common stock (12/18/98)
      3.6(1)   Certificate of Amendment increasing the authorized capital to
               100,000,000 shares of common stock, par value $0.001; 10,000,000
               shares of preferred stock, par value $0.001; created a series of
               2,000,000 shares of Class A Preferred Stock; and changed its name
               from "Honor One Corporation" to "AlphaTrade.com" (1/5/99)
      10.1(1)  Asset Purchase Agreement between the Company and Unicorn, dated
               January 6, 1999
      10.2(2)  1999 Stock Incentive Plan 10.3(1) Licensing Agreement with
               PhantomFilm.com 10.4(3) 2000 Stock Incentive Plan 10.5(4)
               Consultant Compensation Agreement No. 2 10.6(5) AlphaTrade.com
               2001 Stock Option Plan
      10.7(6)  AlphaTrade.com 2002 Stock Option Plan 10.8(7) Consultancy
               Agreement with Penny Perfect 10.9(7) Consultancy Agreement with
               Gordon Muir
      10.10(8) AlphaTrade.com 2003 Stock Incentive Plan

      31.1     Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-
               Oxley Act of 2002
      31.2     Certification of Principal Accounting Officer Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002
      32.1     Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as
               Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                                       26
<PAGE>
      32.2     Certification of Principal Accounting Officer Pursuant to 18
               U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002
      -----------------------
          (1)     Incorporated by reference to the Form 10-SB/A filed November
                  23, 1999.
          (2)     Incorporated by reference to the Form  S-8 filed December 20,
                  1999.
          (3)     Incorporated by reference to the Form  S-8 filed October 19,
                  2000.
          (4)     Incorporated by reference to the Form  S-8 filed January 11,
                  2001.
          (5)     Incorporated by reference to the Form  S-8 filed December 10,
                  2001.
Incorporated by reference to the Form  S-8 filed January 3, 2003.
Incorporated by reference to the Form 10-KSB for the year ended December 31,
2002 and filed March 28, 2003. Incorporated by reference to the Form S-8 filed
March 3, 2004.

    (b)      Reports on Form 8-K

             None

Item 14. Principal Accountant Fees and Services

      The following is a summary of the fees billed to us by HJ & Associates,
LLC for professional services rendered for the fiscal years ended December 31,
2002 and December 31, 2003:

             Fee Category          Fiscal 2003 Fees   Fiscal 2002 Fees
      -------------------------    ----------------   ----------------
      Audit Fees ..............    $21,218.79         $18,466.45
      Audit-Related Fees ......         --                 --
      Tax Fees ................         --                 --
      All Other Fees ..........         --                 --
                                   ----------         ----------
      Total Fees ..............    $21,218.79         $18,466.45

         Audit Fees. Consists of fees billed for professional services rendered
for the audit of our financial statements and review of the interim financial
statements included in quarterly reports and services that are normally provided
by HJ & Associates in connection with statutory and regulatory filings or
engagements.

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

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

                                       27
<PAGE>






















                                 ALPHATRADE.COM

                              FINANCIAL STATEMENTS

                                December 31, 2003






























                                    Page F-1
<PAGE>


                                 C O N T E N T S



Independent Auditors' Report............................................ F-3

Balance Sheet........................................................... F-4

Statements of Operations................................................ F-6

Statements of Stockholders' Equity (Deficit)............................ F-7

Statements of Cash Flows................................................ F-9

Notes to the Financial Statements....................................... F-10








































                                    Page F-2
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


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

We have audited the accompanying balance sheet of AlphaTrade.com at December 31,
2003, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the years ended December 31, 2003 and 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with 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,
2003, and the results of its operations and its cash flows for the years ended
December 31, 2003 and 2002 in conformity with accounting principles generally
accepted in the United States of America.

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




HJ & Associates, LLC
Salt Lake City, Utah
February 6, 2004











                                    Page F-3


<PAGE>
                                 ALPHATRADE.COM
                                  Balance Sheet

                                     ASSETS
                                     ------

                                                                December 31,
                                                                    2003
                                                               -------------
CURRENT ASSETS

   Cash                                                        $       6,562
   Accounts receivable - trade, net of zero allowance                  7,004
   Prepaid expenses                                                    1,000
                                                               -------------

     Total Current Assets                                             14,566
                                                               -------------

FIXED ASSETS, NET (Note 2)                                            34,360
                                                               -------------

OTHER ASSETS

   Deposit (Note 8)                                                   16,035
                                                               -------------

     Total Other Assets                                               16,035
                                                               -------------

     TOTAL ASSETS                                              $      64,961
                                                               =============
























   The accompanying notes are an integral part of these financial statements.
                                    Page F-4
<PAGE>
                                 ALPHATRADE.COM
                            Balance Sheet (Continued)

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

                                                               December 31,
                                                                   2003
                                                               ------------

CURRENT LIABILITIES

   Accounts payable and accrued expenses                       $    156,838
   Related party payables (Note 5)                                1,035,213
   Stock subscription payable                                        40,447
   Deferred revenue (Note 1)                                         65,882
                                                               ------------

     Total Current Liabilities                                    1,298,380
                                                               ------------

     Total Liabilities                                            1,298,380
                                                               ------------

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;18,415,365 shares issued outstanding                  18,415
   Additional paid-in capital                                    22,560,348
   Deferred consulting fees                                         (27,321)
   Accumulated deficit                                          (23,786,861)
                                                               ------------

     Total Stockholders' Equity (Deficit)                        (1,233,419)
                                                               ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $ 64,961
                                                               ============















   The accompanying notes are an integral part of these financial statements.
                                    Page F-5
<PAGE>
                                 ALPHATRADE.COM
                            Statements of Operations

                                                      For the Years Ended
                                                          December 31,
                                               ---------------------------------
                                                      2003             2002
                                               ----------------  ---------------
REVENUE

   Subscription revenue                        $        894,388  $      513,697
   Licensing revenue                                     26,000               -
   Development revenue                                   19,480               -
                                               ----------------  --------------
     Total Revenue                                      939,868         513,697

COST OF SALES

   Financial content (Note 1)                           849,641         548,109
                                               ----------------  --------------
   Gross profit (deficit)                                90,227         (34,412)
                                               ----------------  --------------

EXPENSES

   Related party compensation                         6,720,000       2,227,817
   Professional fees                                    956,161       1,248,680
   Research and development                             259,259         470,297
   Marketing expense                                    215,687         178,913
   General and administrative expenses                  376,798         315,787
                                               ----------------  --------------
     Total Expenses                                   8,527,905       4,441,494
                                               ----------------  --------------
LOSS FROM OPERATIONS                                 (8,437,678)     (4,475,906)
                                               ----------------  --------------
OTHER INCOME (EXPENSES)

   Interest expense                                           -         (49,223)
   Loss on extinguishment of debt                       (27,222)              -
   Gain on release of debt                              150,872         289,040
                                               ----------------  --------------
     Total Other Income (Expenses)                      123,650         239,817
                                               ----------------  --------------
NET LOSS                                       $     (8,314,028) $   (4,236,089)
                                               ================  ==============
BASIC LOSS PER SHARE
   Loss per share                              $          (0.56) $        (0.96)
                                               ================  ==============
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                         14,943,654       4,401,942
                                               ================  ==============





   The accompanying notes are an integral part of these financial statements.
                                    Page F-6
<PAGE>
                                 ALPHATRADE.COM
                   Statement of Stockholders' Equity (Deficit)
<TABLE>
<S>                       <C>       <C>    <C>       <C>      <C>         <C>        <C>
                           Preferred Stock   Common Stock     Additional   Deferred
                          ---------------- ------------------  Paid-In    Consulting  Accumulated
                            Shares  Amount  Shares    Amount   Capital       Fees       Deficit
                          --------- ------ --------- -------- ----------- ---------- -------------
Balance,
 December 31, 2001        2,000,000 $2,000   846,517 $   847  $ 9,693,254 $        - $(11,236,744)

Common stock issued
 for cash at an average
 price of $0.15 per share         -      - 1,767,500   1,767      265,428          -            -

Common stock issued for
 services at an average
 price of $0.94 per share         -      - 4,030,030   4,030    3,755,589          -            -

Common stock issued for
 extinguishments of debt
 at an average price of
 $0.57 per share                  -      - 1,901,250   1,901    1,078,407          -            -

Warrants granted at fair
 value                            -      -         -       -       42,314          -            -

Net loss for the year
 ended December 31, 2002          -      -         -       -            -          -   (4,236,089)
                          --------- ------ --------- -------  ----------- ---------- ------------
Balance,
 December 31, 2002        2,000,000  2,000 8,545,297   8,545   14,834,992          -  (15,472,833)

Common stock issued for
 cash at average price
 of $0.38 per share               -      - 2,380,541   2,381      904,994          -            -

Stock offering costs              -      -         -       -      (48,525)         -            -
</TABLE>























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

                                    Page F-7
<PAGE>
                                 ALPHATRADE.COM
             Statement of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<S>                       <C>       <C>    <C>        <C>      <C>         <C>        <C>
                           Preferred Stock    Common Stock     Additional   Deferred
                          ---------------- -------------------  Paid-In    Consulting  Accumulated
                            Shares  Amount   Shares    Amount   Capital       Fees       Deficit
                          --------- ------ ---------- -------- ----------- ---------- -------------
Common stock issued
 charitable donations
 at $1.06 per share               -      -     95,000       95     100,355          -             -

Common stock issued
 for related party
 services at $0.88
 per share                        -      -  6,000,000    6,000   5,274,000          -             -
                          --------- ------ ---------- -------- ----------- ---------- -------------
Balance forward           2,000,000 $2,000 17,020,838 $ 17,021 $21,065,816 $        - $ (15,472,833)
                          --------- ------ ---------- -------- ----------- ---------- -------------
Common stock issued for
 services at $0.74 per
 share                            -      -  1,269,527    1,269     930,811          -             -

Common stock issued for
 the extinguishments of
 debt at $0.97 per share          -      -    125,000      125     120,975          -             -

Fair value of options and
 warrants granted to
 unrelated parties                -      -          -        -     411,157    (27,321)            -

Gain on sale of assets
 to related party                 -      -          -        -      31,589          -             -

Net loss for year
 ended December 31, 2003          -      -          -        -           -          -    (8,314,028)
                          --------- ------ ---------- -------- ----------- ---------- -------------
Balance,
 December 31,  2003       2,000,000 $2,000 18,415,365 $ 18,415 $22,560,348 $  (27,321)$ (23,786,861)
                          ========= ====== ========== ======== =========== ========== =============
</TABLE>





















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

                                    Page F-8
<PAGE>
                                 ALPHATRADE.COM
                             Statement of Cash Flows
<TABLE>
<S>                                                              <C>          <C>
                                                                        December 31,
                                                                 -------------------------
                                                                     2003        2002
CASH FLOWS FROM OPERATING ACTIVITIES                             ------------ ------------
   Net loss                                                      $(8,314,028) $(4,236,089)
   Adjustments to reconcile net loss to net cash used
    by operating activities:
     Common stock issued for services and contributions            6,312,530    3,759,619
     Depreciation expense                                             46,585       45,511
     Services for note payable                                             -      270,000
     Net gain on forgiveness of debt                                (123,650)    (289,040)
     Warrants and options granted at fair market value               383,836       42,314
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                       11,007      (11,194)
     (Increase) decrease in prepaid expenses                         (17,035)      23,728
     Increase (decrease) in accounts payable and accrued expenses    (20,855)      19,954
     Increase (decrease) in deferred revenue                          21,611       20,438
     Increase is related party payable                               755,282            -
                                                                 -----------  -----------
       Net Cash Used by Operating Activities                        (944,717)    (354,759)
                                                                 -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sale of assets- related party                        40,000            -
Change in related party receivable                                     5,116       (5,116)
      Purchase of fixed assets                                       (12,647)      (5,000)
                                                                 -----------  -----------
       Net Cash Provided (Used) by Investing Activities               32,469      (10,116)
                                                                 -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Change in cash overdraft                                             (268)         268
   Proceeds from notes payable - related parties                           -      280,992
   Payments on notes payable - related parties                             -     (184,449)
   Proceeds from stock subscription                                   29,992       10,455
   Common stock issued for cash                                      907,375      267,195
   Stock offering costs                                              (48,525)           -
                                                                 -----------  -----------
       Net Cash Provided by Financing Activities                     888,574      374,461
                                                                 -----------  -----------
NET CHANGE IN CASH                                                   (23,674)       9,586
CASH AT BEGINNING OF YEAR                                             30,236       20,650
                                                                 -----------  -----------
CASH AT END OF YEAR                                              $     6,562  $    30,236
                                                                 ===========  ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid                                                 $         -  $         -
   Income taxes paid                                             $         -  $         -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
   Common stock issued for services and contributions            $ 6,312,530  $ 3,759,619
   Common stock issued for extinguishments of debt               $   121,100  $ 1,080,308
   Warrants and options granted at fair market value             $   383,836  $    42,314
</TABLE>








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

                                    Page F-9
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 1 -      NATURE OF ORGANIZATION

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

              a.  Organization and Business Activities

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

              b.  Depreciation

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

              c.  Accounting Method

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

              d.  Cash and Cash Equivalents

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

              e.  Estimates

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






                                   Page F-10
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              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.  The  Company  has  excluded  20,917,815  common  stock
              equivalents comprised of convertible preferred stock, options, and
              warrants.

              g.  Income Taxes

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

              Net deferred tax assets consist of the following  components as of
              December 31, 2003 and 2002:


                                                 2003          2002
                                          --------------- ---------------
              Deferred tax assets:
                NOL Carryover             $    2,654,447  $    2,123,204
                Contribution Carryover            87,925               -
                Depreciation                       2,160               -

              Deferred tax liabilities:                -               -

              Valuation allowance             (2,744,532)     (2,123,204)
                                          --------------  --------------

              Net deferred tax asset      $            -  $            -
                                          ==============  ==============

              g.  Income Taxes (Continued)

              The income  tax  provision  differs  from the amount of income tax
              determined by applying the U.S. federal and state income tax rates
              of 39% to pretax income from  continuing  operations for the years
              ended December 31, 2003 and 2002 due to the following:


                                   Page F-11
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

                                                    2003          2002
                                              -------------- --------------
              Book Income                     $ (3,242,470)  $ (1,650,485)
              Stock for Services/Options         2,467,135      1,482,754
              Accrued Bonus                        187,200              -
              Accrued Interest                      (4,375)             -
              Contributions                         39,176              -
              Gain/Loss                             13,830              -
              Depreciation                           4,855          6,045
              Other                                  1,023          2,740
              Valuation allowance                  533,626        158,946
                                              ------------   ------------
                                              $          -   $          -
                                              ============   ============

              At  December  31,  2003,   the  Company  had  net  operating  loss
              carryforwards  of  approximately  $6,800,000  that  may be  offset
              against  future taxable income from the year 2003 through 2023. No
              tax benefit has been  reported in the December 31, 2003  financial
              statements  since  the  potential  tax  benefit  is  offset  by  a
              valuation allowance of the same amount.

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

              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  $65,882  at
              December  31, 2003.  The cost of sales are  comprised of data feed
              expenses  charged by various stock market  exchanges.  The Company
              has one customer which accounted for 10% of the revenue during the
              year ended December 31, 2003.

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

              The Company occasionally develops modified products for customers.
              In these  situations,  the Company  recognizes  revenue  after the
              development is complete, the product has been approved and payment
              has been received.




                                   Page F-12
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              i.  Newly Issued Accounting Pronouncements

              During the year ended December 31, 2003,  the Company  adopted the
              following accounting pronouncements:

              SFAS No. 143 -- In August  2001,  the FASB  issued  SFAS No.  143,
              Accounting for Asset Retirement  Obligations,  which established a
              uniform  methodology for accounting for estimated  reclamation and
              abandonment  costs.  The  statement was effective for fiscal years
              beginning  after June 15,  2002.  The adoption of SFAS No. 143 did
              not have a  material  effect on the  financial  statements  of the
              Company.

              SFAS No. 145 -- On April 30, 2002,  the FASB issued FASB Statement
              No. 145 (SFAS 145),  "Rescission of FASB Statements No. 4, 44, and
              64,   Amendment   of  FASB   Statement   No.  13,  and   Technical
              Corrections."  SFAS 145 rescinds  both FASB  Statement No. 4 (SFAS
              4), "Reporting Gains and Losses from  Extinguishment of Debt," and
              the  amendment  to  SFAS 4,  FASB  Statement  No.  64  (SFAS  64),
              "Extinguishments   of   Debt   Made   to   Satisfy    Sinking-Fund
              Requirements."  Through this  rescission,  SFAS 145 eliminates the
              requirement  (in both SFAS 4 and SFAS 64) that  gains  and  losses
              from the  extinguishment  of debt be aggregated  and, if material,
              classified as an extraordinary item, net of the related income tax
              effect. However, an entity is not prohibited from classifying such
              gains and losses as  extraordinary  items, so long as it meets the
              criteria in paragraph 20 of  Accounting  Principles  Board Opinion
              No. 30, Reporting the Results of Operations  Reporting the Effects
              of Disposal of a Segment of a Business, and Extraordinary, Unusual
              and Infrequently Occurring Events and Transactions.  Further, SFAS
              145 amends  paragraph 14(a) of FASB Statement No. 13,  "Accounting
              for Leases", to eliminate an inconsistency  between the accounting
              for  sale-leaseback  transactions and certain lease  modifications
              that have  economic  effects  that are  similar to  sale-leaseback
              transactions. The amendment requires that a lease modification (1)
              results  in  recognition  of the  gain or loss in the 9  financial
              statements,  (2) is subject to FASB Statement No. 66,  "Accounting
              for Sales of Real  Estate,"  if the  leased  asset is real  estate
              (including  integral  equipment),  and  (3)  is  subject  (in  its
              entirety) to the  sale-leaseback  rules of FASB  Statement No. 98,
              "Accounting for Leases: Sale-Leaseback Transactions Involving Real
              Estate,  Sales-Type Leases of Real Estate, Definition of the Lease
              Term,  and  Initial  Direct  Costs of  Direct  Financing  Leases."
              Generally,  FAS 145 is effective for transactions  occurring after
              May 15,  2002.  The  adoption  of SFAS 145 did not have a material
              effect on the financial statements of the Company.





                                   Page F-13
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              i.  Newly Issued Accounting Pronouncements (Continued)

              SFAS No.  146 -- In June  2002,  the  FASB  issued  SFAS No.  146,
              "Accounting for Exit or Disposal  Activities" (SFAS 146). SFAS 146
              addresses    significant   issues   regarding   the   recognition,
              measurement,  and reporting of costs that are associated with exit
              and disposal activities,  including restructuring  activities that
              are  currently  accounted  for  under  EITF No.  94-3,  "Liability
              Recognition for Certain  Employee  Termination  Benefits and Other
              Costs to Exit an Activity  (including  Certain Costs Incurred in a
              Restructuring)." The scope of SFAS 146 also includes costs related
              to  terminating  a  contract  that  is  not a  capital  lease  and
              termination   benefits  that   employees  who  are   involuntarily
              terminated   receive  under  the  terms  of  a  one-time   benefit
              arrangement  that  is not an  ongoing  benefit  arrangement  or an
              individual   deferred-compensation  contract.  SFAS  146  will  be
              effective for exit or disposal activities that are initiated after
              December  31,  2002  and  early  application  is  encouraged.  The
              provisions  of EITF No.  94-3 shall  continue to apply for an exit
              activity  initiated  under an exit plan that met the  criteria  of
              EITF No.  94-3 prior to the  adoption  of SFAS 146.  The effect on
              adoption of SFAS 146 will change on a prospective basis the timing
              of when the  restructuring  charges are recorded from a commitment
              date approach to when the  liability is incurred.  The adoption of
              SFAS  146  did  not  have  a  material  effect  on  the  financial
              statements of the Company.

              SFAS No. 147 --In October 2002, the Financial Accounting Standards
              Board (FASB) issued  Statement of Financial  Accounting  Standards
              (SFAS) No. 147,  "Acquisitions of Certain Financial  Institutions"
              which is effective for  acquisitions  on or after October 1, 2002.
              This statement provides  interpretive  guidance on the application
              of the purchase method to acquisitions of financial  institutions.
              Except for  transactions  between two or more mutual  enterprises,
              this Statement removes acquisitions of financial institutions from
              the scope of both SFAS 72 and  Interpretation  9 and requires that
              those  transactions  be accounted for in accordance  with SFAS No.
              141,  "Business  Combinations"  and No. 142,  "Goodwill  and Other
              Intangible  Assets".  The  adoption of SFAS No. 147 did not have a
              material effect on the financial statements of the Company.

              SFAS No. 148 - In  December  2002,  the FASB  issued SFAS No. 148,
              "Accounting   for  Stock  Based   Compensation  -  Transition  and
              Disclosure - an amendment of FASB

              Statement  No. 123" which is effective  for  financial  statements
              issued for fiscal  years ending  after  December  15,  2002.  This
              Statement   amends   SFAS   123,    Accounting   for   Stock-Based



                                   Page F-14
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              i.  Newly Issued Accounting Pronouncements (Continued)

              Compensation,  to provide  alternative methods of transition for a
              voluntary  change to the fair value based method of accounting for
              stock-based  employee  compensation.  In addition,  this Statement
              amends  the  disclosure   requirements  of  SFAS  123  to  require
              prominent   disclosures  in  both  annual  and  interim  financial
              statements   about  the  method  of  accounting  for   stock-based
              compensation  and  the  effect  of the  method  used  on  reported
              results.  The  adoption  of SFAS No.  148 did not have a  material
              effect on the financial statement of the Company.

              SFAS No.  149 -- In April  2003,  the FASB  issued  SFAS No.  149,
              "Amendment of Statement 133 on Derivative  Instruments and Hedging
              Activities"  which is  effective  for  contracts  entered  into or
              modified  after  June  30,  2003  and  for  hedging  relationships
              designated   after  June  30,  2003.  This  statement  amends  and
              clarifies financial accounting for derivative instruments embedded
              in other contracts  (collectively  referred to as derivatives) and
              hedging  activities  under SFAS 133.  The adoption of SFAS No. 149
              did not have a material effect on the financial  statements of the
              Company.

              SFAS No.  150 -- In May  2003,  the  FASB  issued  SFAS  No.  150,
              "Accounting for Certain Financial Instruments with Characteristics
              of both  Liabilities  and Equity" which is effective for financial
              instruments  entered into or modified  after May 31, 2003,  and is
              otherwise  effective at the beginning of the first interim  period
              beginning  after  June  15,  2003.   This  Statement   establishes
              standards  for  how  an  issuer  classifies  and  measures  in its
              statement of financial position certain financial instruments with
              characteristics  of both liabilities and equity.  It requires that
              an issuer classify a financial instrument that is within its scope
              as a liability  (or an asset in some  circumstances)  because that
              financial  instrument  embodies an obligation  of the issuer.  The
              adoption  of SFAS No.  150 did not have a  material  effect on the
              financial statements of the Company.

              FASB   Interpretation  No.  45  --  "Guarantor's   Accounting  and
              Disclosure   Requirements  for  Guarantees,   Including   Indirect
              Guarantees of Indebtedness of Others - an  Interpretation  of FASB
              Statements No. 5, 57 and 107". The initial recognition and initial
              measurement  provisions of this  Interpretation  are to be applied
              prospectively to guarantees  issued or modified after December 31,
              2002.  The  disclosure  requirements  in the  Interpretation  were
              effective  for financial  statements of interim or annual  periods
              ending   after   December   15,   2002.   The   adoption  of  FASB
              Interpretation  No.  45 did  not  have a  material  effect  on the
              financial statements of the Company.


                                   Page F-15
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              i.  Newly Issued Accounting Pronouncements (Continued)

              FASB  Interpretation  No. 46 -- In January  2003,  the FASB issued
              FASB  Interpretation  No. 46  "Consolidation  of Variable Interest
              Entities."  FIN 46  provides  guidance  on the  identification  of
              entities for which  control is achieved  through  means other than
              through  voting rights,  variable  interest  entities,  and how to
              determine when and which business  enterprises  should consolidate
              variable   interest   entities.    This   interpretation   applies
              immediately to variable  interest  entities  created after January
              31, 2003.  It applies in the first  fiscal year or interim  period
              beginning  after June 15, 2003, to variable  interest  entities in
              which an  enterprise  holds a variable  interest  that it acquired
              before  February  1, 2003.  The  adoption of FIN 46 did not have a
              material impact on the Company's financial statements.

              During the year ended December 31, 2003,  the Company  adopted the
              following Emerging Issues Task Force  Consensuses:  EITF Issue No.
              00-21  "Revenue  Arrangements  with Multiple  Deliverables",  EITF
              Issue No. 01 -8 " Determining  Whether an  Arrangement  Contains a
              Lease",  EITF Issue No. 02-3  "Issues  Related to  Accounting  for
              Contracts   Involved  in  Energy   Trading  and  Risk   Management
              Activities",  EITF Issue No. 02-9  "Accounting  by a Reseller  for
              Certain  Consideration  Received  from a  Vendor",  EITF Issue No.
              02-17,  "Recognition of Customer  Relationship  Intangible  Assets
              Acquired  in  a  Business  Combination",   EITF  Issue  No.  02-18
              "Accounting  for  Subsequent  Investments  in  an  Investee  after
              Suspension  of Equity  Method  Loss  Recognition",  EITF Issue No.
              03-1,  "The Meaning of Other Than Temporary and its Application to
              Certain Instruments", EITF Issue No. 03-5, "Applicability of AICPA
              Statement of Position  9702,  `Software  Revenue  Recognition'  to
              Non-Software  Deliverables in an Arrangement  Containing More Than
              Incidental  Software",  EITF Issue No. 03-7,  "Accounting  for the
              Settlement of the Equity  Settled  Portion of a  Convertible  Debt
              Instrument  That Permits or Requires the  Conversion  Spread to be
              Settled in  Stock",  EITF Issue No.  03-10,  "Application  of EITF
              Issue  No.  02-16 by  Resellers  to Sales  Incentives  Offered  to
              Consumers by Manufacturers.

              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, 2003 and 2002 was $78,123 and  $63,171,
              respectively.






                                   Page F-16
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              k.  Stock Options

              As permitted by FASB  Statement  148  "Accounting  for Stock Based
              Compensation",   the   Company   elected  to  measure  and  record
              compensation  cost  relative to  employee  stock  option  costs in
              accordance  with Accounting  Principles  Board ("APB") Opinion 25,
              "Accounting   for  Stock   Issued  to   Employees,"   and  related
              interpretations  and make proforma  disclosures  of net income and
              earnings  per share as if the fair value  method of valuing  stock
              options had been applied.  Under APB Opinion 25, compensation cost
              is  recognized  for stock  options  granted to employees  when the
              option  price is less  than  the  market  price of the  underlying
              common stock on the date of grant.

              l.  Reclassification

              Certain  2002 income  statement  items have been  reclassified  to
              conform with the 2003 presentation.

              m.  Cost of Sales

              The  Company's  cost of sales is the cost of the  stock  quotation
              data it  purchases  from the  various  stock  markets to which its
              customers subscribe.

NOTE 2 -      FIXED ASSETS

              Fixed assets at December 31, 2003 consisted of the following:

                  Office equipment                     $           124,131
                  Computer equipment                                21,337
                  Software                                          68,175
                  Less accumulated depreciation                   (179,283)

                                                       -------------------
                                                       $            34,360
                                                       ===================

              Depreciation  expense  for the years ended  December  31, 2003 and
              2002 was $46,585 and $45,511, respectively.

NOTE 3 -      CONVERTIBLE PREFERRED STOCK

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

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



                                   Page F-17
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 3 -      CONVERTIBLE PREFERRED STOCK (Continued)

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

NOTE 4 -      OUTSTANDING STOCK OPTIONS AND PURCHASE WARRANTS

              Under FASB Statement 123, the Company  estimates the fair value of
              each  stock  award at the grant  date by using  the  Black-Scholes
              option   pricing  model  with  the  following   weighted   average
              assumptions used for grants, respectively;  dividend yield of zero
              percent for all years;  expected  volatility of 151.20% and 0.00%;
              risk-free  interest  rates of 2.14 and 2.77  percent and  expected
              lives of 5.0 and 0.0,  for the years ended  December  31, 2003 and
              2002, respectively.

              Had  compensation  cost for the Company's stock options granted to
              directors and employees been based on the fair value as determined
              by the Black-Scholes  option pricing model at the grant date under
              the accounting  provisions of SFAS No. 123, the Company would have
              recorded  an  additional  expense of  $3,602,439  and $-0- for the
              years ended December 31, 2003 and 2002,  respectively.  Also under
              these  same  provisions,  the  Company's  net loss would have been
              changed by the pro forma amounts indicated below:

                                                    For the Years Ended
                                                        December 31,
                                          --------------------------------------
                                                 2003                 2002
                                          -----------------  -------------------
              Net loss:
                As reported               $       (8,314,028) $      (4,236,089)
                Pro forma                 $      (11,916,467) $      (4,236,089)

                                                         December 31,
                                          --------------------------------------
                                                 2003                 2002
                                          -----------------  -------------------
              Basic loss per share:
              As reported                 $            (0.56) $           (0.96)
              Pro forma                   $            (0.80) $           (0.96)

              A  summary  of the  status  of the  Company's  stock  options  and
              warrants as of December 30, 2002 and changes during the year ended
              December 31, 2003 is presented below:



                                   Page F-18
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 4 -      OUTSTANDING STOCK OPTIONS AND PURCHASE WARRANTS (Continued)

                                                            Weighted   Weighted
                                                Options     Average    Average
                                                  and       Exercise  Grant Date
                                                Warrants     Price    Fair Value
                                             -------------- --------  ----------
              Outstanding, December 31, 2002     1,741,193  $   0.53  $    0.68
               Granted                          18,062,500      0.49       0.72
               Expired/Canceled                   (335,078)     0.58       0.65
               Exercised                          (825,800)     0.59       0.65
                                             -------------  --------  ---------
              Outstanding, December 31, 2003    18,642,815  $   0.53  $    0.71
                                             =============  ========  =========
              Exercisable, December 31, 2003    10,917,815  $   0.58  $    0.72
                                             =============  ========  =========

NOTE 5 -      RELATED PARTY TRANSACTIONS

              Compensation
              ------------
              During the year ended December 31, 2003, two companies,  owned for
              the benefit of two  officers of the  Company  earned  compensation
              valued at  $6,720,000.  This  compensation  consisted of 6,000,000
              shares of common stock  valued at the closing  prices on the dates
              of  authorization  of $5,280,000 plus accrued salaries of $480,000
              and  accrued  bonuses of  $480,000.  Additionally  each  officer's
              company was granted  2,500,000  options  which vested  immediately
              during the first Quarter of 2003. Additionally, the companies were
              each granted 5,000,000 bonus stock options on March 31, 2003 which
              vest  2,000,000  each on  March  31,  2003,  March  31,  2004  and
              1,000,000 on March 31, 2005.

              During the year ended  December 31,  2002,  the  companies  earned
              compensation valued at $2,227,817.  This compensation consisted of
              $360,000 of salaries and  $1,867,817  of  compensation  associated
              with stock issuances.

              Related Party Payables
              ----------------------
              As of December 31, 2003 the Company accrued bonuses payable to two
              companies,  owned for the benefit of two  officers of the Company,
              in the amount of $480,000.  Additionally,  the Company has accrued
              salary  to  these  two  companies  totaling  $510,817.  These  two
              companies  had also  advanced  $44,396 to the  Company.  The total
              owing to these two companies at December 31, 2003 was $1,035,213.

              Notes Payable
              -------------
              During the year ended December 31, 2002 the Company received loans
              of $280,992  from related  parties.  These loans bore  interest at
              10%,  were  unsecured  and were due upon demand.  The Company also

                                   Page F-19
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 5 -      RELATED PARTY TRANSACTIONS (Continued)

              made  payments of $184,499  and on the related  party loans during
              the year ended December 31, 2002.

              Stock Issuances
              ---------------
              During the year ended December 31, 2002, related parties converted
              $1,079,347  of notes  payable  into  equity.  The related  parties
              received 1,897,475 shares of common stock. Each conversion of debt
              to equity was  recorded at the closing  share price on the date of
              conversion.

              Sale of Assets
              --------------
              In 2003, the Company sold some of its excess computer equipment to
              a company  managed by common  management for $40,000.  The Company
              shares office space with that Company. The Company realized a gain
              of $31,589  on the sale  which was  recorded  as  contribution  to
              capital.

NOTE 6 -      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 February  2004.  The
              monthly lease payment is $6,000.  Rent expense for the years ended
              December 31, 2003 and 2002 was $88,152 and $94,359,  respectively,
              which includes common area maintenance charges.

              Third Party Providers

              ---------------------
              The Company has a contract  with  Reuters  which calls for monthly
              payments of $20,000  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
              re-signed with Reuters for a one-year contract which expires March
              2005.

              Contingencies
              -------------
              During the year ended December 31, 2002, a company filed a Writ of
              Summons and a Statement  of Claim in the Supreme  Court of British
              Columbia  claiming   unspecified  damages.  The  Company  filed  a
              statement  of  defence  in  August  2002.  The  Company  plans  to

              vigorously defend itself. As of December 31, 2003, no amounts have
              been accrued.



                                   Page F-20
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 6 -      COMMITMENTS AND CONTINGENCIES (Continued)

              During the year ended  December  31, 2003 a company  filed suit in
              the supreme court of British Columbia  claiming $279,664 in unpaid
              services.  The Company plans to vigorously  defend  itself.  As of
              December  31, 2003,  it was too early to determine  the outcome of
              the suit. No amounts have been accrued.

NOTE 7 -      GOING CONCERN

              The Company's  financial  statements are prepared using  generally
              accepted accounting principles applicable to a going concern which
              contemplates   the   realization  of  assets  and  liquidation  of
              liabilities in the normal course of business.  The Company has had
              limited revenues, has generated significant losses from operations
              and has a deficit in its working capital.

              In order to continue as a going  concern and achieve a  profitable
              level of  operations,  the Company will need,  among other things,
              additional  capital  resources  and revenues.  Management's  plans
              include  concentrating  its  efforts on  increasing  the number of
              subscribers to its stock-tracking  product. The Company expects to
              become cash flow positive  from  operations in 2004 and has raised
              $62,000 of additional  capital.  The Company  expects that it will
              need to raise a total of $75,000 to cover its  negative  cash flow
              in 2004.


              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 8 -      DEPOSIT

              The  Company  has  deposited  with the  Supreme  Court of  British
              Columbia  $16,035.  This amount was deposited in connection with a
              dispute  over  alleged past  consulting  services.  On February 4,
              2004, the Company  settled this dispute by agreeing to pay $9,347.
              The balance of the deposit  account was  returned to the  Company.
              The settled liability of $9,347 is included in accrued expenses as
              of December 31, 2003.

NOTE 9 - SUBSEQUENT EVENTS

              Subsequent  to  year-end,  the Company  issued  290,000  shares of
              common stock for $104,500 of cash.  The Company also issued 25,000
              shares  of common  stock  for the  extinguishment  of  $28,500  of
              accrued expenses.  Additionally, the Company issued 428,000 shares
              of common stock for services, which were valued at $349,840.

                                   Page F-21
<PAGE>
SIGNATURES


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


                                                     ALPHATRADE.COM


Dated:  March 25, 2004                               By: /s/ Penny Perfect
                                                     ---------------------
                                                     Penny Perfect
                                                     President


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



  Signature                Title                    Date



/s/ Gordon Muir            Director            March 25, 2004
------------------
Gordon J. Muir


/s/  Penny Perfect         Director            March 25, 2004
------------------
Penny Perfect

/s/ Lisa McVeigh           Director            March 25, 2004
------------------
Lisa McVeigh


/s/ Raymond Hatch          Director            March 25, 2004
------------------
Raymond Hatch













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