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, 2004

                         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 $1,918,756.

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 February 28, 2005, the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant was approximately $2,515,480
based on approximately 9,674,925 shares held by non affiliates at a price of
$0.26.

The number of shares of common stock outstanding as of December 31, 2004 was
23,032,865.

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.....................................      1
Item 2.  Description of Properties...................................     12
Item 3.  Legal Proceedings...........................................     12
Item 4.  Submission of Matters to a Vote of Security Holders.........     12

                                     PART II
Item 5.  Market for Common Equity and Related Stockholder Matters....     13
Item 6.  Management's Discussion and Analysis or plan of Operations..     14


Item 7.  Financial Statements                                             18
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure....................................     18
Item 8A. Controls and Procedures.....................................     18

                                    PART III
Item 9.  Directors and Executive Officers, Promoters and Control Persons:
         Compliance with Section 16(a) of the Exchange Act...........     18
Item 10. Executive Compensation......................................     20
Item 11. Security Ownership of Certain Beneficial Owners and
         Management..................................................     22
Item 12. Certain Relationships and Related Transactions..............     23

Item 13. Exhibits, and Reports on Form 8-K...........................     23
Item 14. Principal Accountant Fees and Services......................     24

         Signatures..................................................     26





















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ITEM 1.   DESCRIPTION OF BUSINESS

Forward-Looking and Cautionary Statements

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

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

History

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

Overview:

AlphaTrade.com is a technology company that specializes in building internet
products. Our primary product is E-Gate, a high performance stock market data
product that was designed to provide professionals, institutions, investors and
day traders with a low cost, state-of-the-art product. E-Gate is a modular
system comprised of a comprehensive suite of applications which allows the
company to upgrade or add components without affecting the end user's ability to
navigate through the system.

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 thereby providing each subscriber with the ability to create
their own workstation. We also white-brand and customize E-Gate at no extra
charge for our professional and corporate customers to enhance their corporate
loyalty programs. This service is valuable when companies are seeking ways to
maximize client retention and create customer loyalty. Additionally, E-Gate is
multi-lingual which allows us to penetrate foreign markets and create
international marketing programs to expose our service to other markets.

E-Gate is marketed as a monthly subscription service with a complete suite of
integrated financial products providing real time, dynamically updating access
to stock market data, research, news, analytics and industry events. E-Gate's
open framework and proprietary back-end permits subscribers to access detailed
stock market information easily through separate applications.

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AlphaTrade's customer base for our monthly subscriptions service is primarily
brokerage firms and active traders. Our customer base for our advertising is
companies that are public or have a product to market to our database. Our
customer base for our financial web tools are for the most part, financially
oriented websites. AlphaTrade also has an affiliate and partnership program that
is easy to implement and has proven to be very successful in getting new
subscribers. AlphaTrade benefits from greater exposure which results in more
subscriptions and a reduced marketing cost and the host website benefits from
customer loyalty and an enhanced image.

E-Gate is 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 which has fully been developed by AlphaTrade. For the
consumer, this means each application is independent of the other and therefore
not co-dependent on any other application. This flexible technological feature
contributes to our ability to rapidly increase the number of subscribers without
any loss of quality. For instance, we could easily add hundreds of thousands of
new subscribers or even all of the clients of a large brokerage firm in a matter
of days and still maintain the first class quality of the E-Gate product.

During 2004, we added new features and enhancements to E-Gate and continually
add new languages as we expand our business into new countries. New business in
Korea and China prompted the addition of Korean and Chinese in our language
choices.

We believe that our growing number of international subscribers has been a
strong network and has assisted in fast-tracking our 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 marketing is definitely augmented by our customer referral
program. Our marketing campaign focuses on our quality customer service, product
reliability and attractive pricing. We believe that our business strategy will
allow us to continue to gain market share, extend our industry leadership and
continue to 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). 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
on any computer.

AlphaTrade is devoting 2005 to expanding their subscriber base by targeting
International subscribers. The professional market, comprised of brokerage
firms, hedge funds and institutions are rapidly realizing they could
substantially reduce overheads by switching to a browser-based stock quote
service however, the selling process is often encumbered by pre-existing
agreements with competitors. However, these same firms are often seeking value
added products for their own customer base and because we can offer a
white-branded solution their interest is strong. We expect in 2005 to complete
on some business that was initiated in 2004.

AlphaTrade's data warehouse includes information on equities, futures, options

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and mutual funds for all world 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 advertising website development
and licensing agreements. Our E-Gate products are used 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 private
investors.

Network infrastructure

AlphaTrade's network infrastructure consists of firewalls, load balancers,
redundant high-end servers and other related network equipment to allow
AlphaTrade the ability to offer a reliable, uninterrupted service. Our
infrastructure is managed and monitored on a 24/7 basis locally and if
necessary, 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 location has multiple high-speed bandwidth hubs to
provide a secure, redundant and continual connection to AlphaTrade's intranet.


AlphaTrade's network redundant application server tier consists of a set of
servers that provide application services to the clients. The overall
application tier functionality is distributed across multiple host machines. The
middle tier applications are stateless and high availability is maintained by
having server farm clusters of identical middle tier hosts providing the same
key functionality. A highly available network infrastructure includes redundant
devices such as Firewall servers, routing between primary and secondary link's,
load balancers to route to any available application servers and load physical
layer switches.

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

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




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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.

Our Business

We provide real-time financial market data, fundamental research, news and
charting to professional, institutional and individual investors through the
Internet.

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<PAGE>


Market data is delivered direct to our facilities, where the data is
simultaneously redistributed to our customers. Once the user is connected 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 unique in that we provide access to product on the
Internet - we have no packaging costs, no delivery or manufacturing costs and a
reduced need for service personnel. Revenue growth is dependent solely on market
exposure compared to product availability.


The E-Gate service includes:


          - Real time, streaming stock quotes for all North American exchanges
          - Detailed Level 2 information - open 1-12 screens simultaneously
          - Unlimited Tic-by-Tic Charts with comprehensive technical indicators
          - Streaming News - symbol notification or industry sector
          - 50 Most Actives for all exchanges by Volume, % and $ Gainers/Losers
          - 10 Portfolio Mgrs with 60 stocks per portfolio plus a Currency
            tracker
          - Sophisticated streaming Option Chain
          - Stock Ticker
          - Streaming Snap Quote - open more than one
          - Investment Management tool - calculates realized and unrealized
            capital gains for tax purposes and for trading purposes
          - Streaming Time, Sales & Quotes
          - Bonds, Currencies, Precious Metals, Mutual Fund Data



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


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E-Gate 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 do 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 multi-lingual. 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
comprehensive, institutional quality product that is also multi-lingual, cost
effective and requires no long term financial commitment.

Attracting and retaining customers will depend, among other things, upon our
ability to continue to provide a quality product that is reliable since our
subscribers are not bound by long-term agreements. It is our belief that the
retail market is less likely to bind themselves into long term agreements and
the professional market is becoming more friendly to the concept of browser
based stock quote services especially if the price is right.

Customers

Our customers consist principally of

   o brokerage firms - dual purpose - to replace or augment their stock quote
     service for their brokers and to provide a value added service for their
     clients
   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

Currently we have customers in approximately 45 countries worldwide with the
majority of our subscribers from the US. We are not dependent on any single
customer.
                                       6

<PAGE>

Sales and Marketing

AlphaTrade has dramatically changed the focus of the company from development to
marketing. Our main focus for 2004 was to establish a marketing program that
would generate new sales for our E-Gate product at a faster pace. In 2005 we
plan to continue this marketing approach.

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.

Marketing strategies

Gain greater market exposure through direct sales: This will include a variety
of advertising mediums and trade show participation. AlphaTrade will continue to
build relationships with key decision makers at brokerage firms and to build our
brand through various advertising and promotion initiatives. As well, we will
continue to leverage our strong affiliate network to promote our E-Gate product.

Currently, the dominant number of customers is still from the United States,
however, the international marketplace represents a tremendous growth
opportunity for AlphaTrade. We have established a strong base of customers in
South America, China, Korea, Russia and other parts of Asia are coming on stream
regularly. We believe that our international business will begin to eclipse the
growth of our North American growth because we will be actively pursing
strategic partnerships and will engage in some local marketing campaigns
designed to generate more exposure for our E-Gate product. The E-Gate product is
widely accepted in foreign markets due to its multi-lingual capabilities and
ease of use.

We will continually seek to position E-Gate as a quality service that is
feature-rich, user-friendly and cost-effective. We believe E-Gate is best
in-class among the web based products and well positioned to meet the needs of
all traders be they professional, long-term or short term investors.
We continue to develop new products and new features that keep us at the
forefront of the industry. Our marketing mandate is to attract and keep
customers by providing the highest quality product and giving the best customer
service for the most cost effective
price.

AlphaTrade is actively seeking strategic alliance opportunities with industry
leaders in foreign marketplaces that would allow us to fast track our growth in
those areas. The financial industry is struggling to overcome a loss of investor
confidence and renewed scrutiny by regulators which challenges the status quo on
a regular basis. E-Gate is a product that once the financial community embraces
the concept of providing their clients with more information could become the
mainstream product for the investing public.

AlphaTrade's primary focus for 2005 is profitability. Throughout calendar 2004,
we have focused our resources to expand E-Gate's services and generate greater
market awareness.

In 2005 we are dedicated to achieving greater revenues and more exposure in the
marketplace with the goal of becoming one of the premier stock market data
providers.

                                       7

<PAGE>

EMPLOYEES

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


COMPANY RISK FACTORS

         There are many competitors in the data feed industry

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.

         We have a history of losses and anticipate future losses

In 2004 our revenues more than doubled over 2003, 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, 2004, our accumulated deficit was
approximately $26 million.

Accordingly, we will need to generate increased 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
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


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fiscal 2005. 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.

         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.


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<PAGE>

         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 News Network, Inc.
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.


                                       10

<PAGE>

         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 6 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.

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

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

         We do not intend to pay dividends

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

         Possible "Penny Stock" Regulation

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



                                       11


<PAGE>

         *     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 Defense in August, 2002. There has been
no further developments in this action. AlphaTrade plans to vigorously defend
itself.

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

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, 2004.








                                       12

<PAGE>


                                  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

2004 Quarterly Information
                                                     High              Low

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

As of December 31, 2004 there were 232 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
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.


                                       13

<PAGE>

Recent Sales of "Unregistered" Securities

The following unregistered securities have been issued since January 1, 2004 and
are previously disclosed in our Form 10-QSB's unless otherwise noted:


                                              Valued
Date              No. of Shares     Title      At       Reason

Jan. 7/04        100,000            Common     $0.35    Private Placement
Jan. 7/04         60,000            Common     $0.35    Private Placement
Jan. 7/04         25,000            Common     $1.14    Debt Extinguishment
Jan. 20/04        50,000            Common     $0.84    Services
Feb. 4/04        200,000            Common     $0.93    Services
Feb. 18/04       103,000            Common     $0.68    Services
Feb. 18/04        35,000            Common     $0.68    Services
Feb. 25/04        40,000            Common     $0.70    Services
Feb. 25/04       100,000            Common     $0.35    Private Placement
Apr.  5/04         5,000            Common     $0.43    Services
Apr. 12/04        15,000            Common     $0.40    Services
May  26/04       250,000            Common     $0.20    Private Placement
June  2/04        30,000            Common     $0.38    Services
July 19/04        80,000            Common     $0.33    Services
July 21/04       850,000            Common     $0.15    Cash
Sep.  3/04     1,080,000            Common     $0.26    Services
Sep.  3/04       500,000            Common     $0.12    Cash
Oct. 14/04        38,000            Common     $0.35    Services
Nov.  1/04       143,200            Common     $0.29    Services
Nov.  4/04        82,000            Common     $0.24    Services
Nov.  8/04       100,000            Common     $0.24    Services
Nov. 18/04        35,000            Common     $0.28    Services
Dec.  1/04       102,700            Common     $0.32    Services
Dec. 14/04       360,000            Common     $0.22    Services
Dec. 14/04        96,100            Common     $0.22    Services
Dec. 29/04         7,500            Common     $0.21    Services

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

ITEM 6.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF OPERATIONS

Results of Operations. During the fiscal year ended December 31, 2004, we saw
revenue increase every quarter. Total revenues for fiscal 2004 were $1,918,756
which is a 204% increase over fiscal 2003 sales of $939,868. 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
subscribers and from our minimal advertising efforts in 2004. We also recognized
development and licensing revenue. A brokerage firm paid us $19,850 to customize
our web-based trading platform for them and to integrate our E-Gate service into
their corporate website. We generate revenue each month on the basis of the
trading activity for the brokerage firm. We have an agreement with the brokerage
firm that provides us with revenue on a graduated scale and currently generates
$6,000 per month for us. We expect additional licenses to be initiated in 2005.

                                       14

<PAGE>
Our cost of sales is the cost incurred to purchase and disseminate the financial
content we provide to our subscribers. For the calendar year ended December 31,
2004 the cost was $1,319,568 compared to $849,641 in 2003. This represents a
cost of sales to revenues percentage of 69% in 2004 compared to 90% in 2003.
Most of our financial content costs are fixed, meaning that the data and
exchange providers charge a flat monthly fee. As our subscription volume goes up
our cost of sales does not go up proportionately. Accordingly, as revenues
increase in 2005 we expect the cost of sales percentage to decline
further.

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 the companies is to the future benefit of the officers.
We have been unable to pay the cash compensation they were contracted to receive
in 2004 or 2003. However the unpaid amounts due under the company contracts have
been accrued in our financial statements. Under the terms of the contracts in
2004 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 1,000,000 shares each. The companies have forgiven
the payment of the cash bonuses for 2004. At the time the options were issued
the shares were valued at an average of $0.22 per share. We felt it was
necessary to provide these incentive compensation programs for the officers in
2004 in order to keep from losing their services to other companies.

We incurred $351,386 in professional fees in 2004 compared to $956,161 in 2003.
This represents a decrease of $604,775 or 63%. Professional fees include fees
paid to accountants, attorneys and investor relation firms. We had limited cash
available to pay our professional consultants in 2003, 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 2004 we were able to reduce the
expense effect of this discounting.

We recorded research and development expense of $426,157 for 2004 compared
$259,259 in 2003. This increase of 64% reflects the cost of refining and adding
additional features to our E-gate product. We plan to continue to refine and add
features to the product, however, the E-Gate product is in its final form and
only minor adjustments and improvements are expected in 2005. We expect the
costs for research and development to decline in 2005.

We expended $678,403 for marketing in 2004 compared to $215,687 in 2003. As our
revenues increase, 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 2005 we expect the marketing expense to increase
in relation to our revenue growth.

Our general and administrative expenses decreased by 27% in 2004 from $376,798
to $284,218. The decrease was due to reducing our administrative personnelcosts.
We expect a small increase in 2004 as our business grows.

In 2004 and 2003 we recorded a net gain of $-0- and $123,650,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.

                                       15

<PAGE>

We incurred a net loss of $2,060,976 for the year ended December 31, 2004
compared to $8,314,028 for the year ended December 31, 2003. This is a 75%
decrease in our net loss. Included in the loss for 2004 was $696,879 as the
value of shares 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 2004 and 2003 would have been $1,364,097 and $1,617,662,
respectively. Due to our improved cash position we no longer need to issue so
many shares of stock for services which also decreases our related expense.

Liquidity and Capital Resources.

AlphaTrade has consistently been financed through loans from related parties and
from raising capital through private equity offerings. We used $52,713 and
$944,717 of cash in operating activities in 2004 and 2003, respectively. This
was a decrease of 94%. For the twelve months ended December 31, 2004 we received
net cash of $148,557 compared to $888,842 for the same period of 2003, from the
issuance of our common stock. We also received $689,089 in 20043 compared to
$755,282 in 2003, 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
continue to receive loans from shareholders to meet these needs if they are
necessary in the future.

We have proposed a private placement of shares of our common stock priced at
$.40 per share. The net proceeds would be used to expand our marketing program
and increase our revenue through an increase of subscribers. It will also assist
us in closing some business with brokerage firms that will feel more comfortable
with AlphaTrade having a large amount of money in the bank. We are also
investigating acquisition targets and may decide to use our stock as the
consideration for any acquisition.

We currently have no material commitments for capital requirements. At the
present time we have no immediate 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 2005 and there is a replacement
program in place for all the equipment at AlphaTrade.

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. 123(R) -- In December 2004, the FASB issued SFAS No. 123 (Revised
2004) (SFAS 123 (R)) "Share-based payment". SFAS 123 (R) will require
compensation costs related to share-based payment transactions to be recognized
in the financial statements. With limited exceptions, the amount of compensation
cost will be measured based on the grant-date fair value of the equity or
liability instruments issued. In addition, liability awards will be re-measured
each reporting period. Compensation cost will be recognized over the period that
an employee provides service in exchange for the award. FASB 123 (R) replaces
FASB 123, Accounting for Stock-Based Compensation and supersedes APB option No.


                                       16

<PAGE>

25, Accounting for Stock Issued to Employees. This guidance is effective as of
the first interim or annual reporting period after December 15, 2005 for Small
Business filers.

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.

SFAS No. 151 -- In November 2004, the FASB issued SFAS No. 151 (SFAS 151),
"Inventory Costs". SFAS 151 amends ARB No. 43, Chapter 4. This statement
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). SFAS 151 is the result of a
broader effort by the FASB and the IASB to improve financial reporting by
eliminating certain narrow differences between their existing accounting
standards. This statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. The adoption of SFAS 151 will not
have a material impact on the results of operations or financial position of the
company as it does not have inventory.

SFAS No. 153 -- In December 2004, the FASB issued SFAS No. 153 (SFAS 153)
"Exchange of Non-monetary assets". This statement was a result of a joint effort
by the FASB and the IASB to improve financial reporting by eliminating certain
narrow differences between their existing accounting standards. One such
difference was the exception from fair value measurement in APB Opinion No. 29,
Accounting for Non-Monetary Transactions, for non-monetary exchanges of similar
productive assets. SFAS 153 replaces this exception with a general exception
from fair value measurement for exchanges of non-monetary assets that do not
have commercial substance. A non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. This statement is effective for non-monetary assets
exchanges occurring in fiscal periods beginning after June 15, 2005. The
adoption of SFAS 153 will not have a material effect on the Company's financial
position or results of operations.

FASB Interpretation No. 46(R) -- 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.



                                       17

<PAGE>

ITEM 7.   FINANCIAL STATEMENTS

Financial statements as of and for the fiscal years ended December 31, 2004 and
2003 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.

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*       52   Founder, Chief Executive Officer, President, Director
Gordon Muir          52   Founder, Chief Technology Officer,Chairman, Director
Katherine Johnston*  51   Managing Director
Lisa McVeigh*        42   Director
Raymond Hatch        74   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.


                                       18

<PAGE>

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.

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.

KATHARINE JOHNSTON was appointed a Director in January, 2005.  Mrs. Johnston
has been with the Company since inception and holds the position of Managing
Director of 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



                                       19

<PAGE>

during the fiscal year ended December 31, 2004, 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 2002 to 2004 by the
Chief Executive Officer and President. Titles shown on the table are titles held
at December 31, 2004. The information in the table includes salaries, bonuses,
stock options granted, restricted stock awards granted and other miscellaneous
compensation. We have no long term compensation benefits other than stock
options.


                       SUMMARY COMPENSATION TABLE

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

Penny Perfect       2002 $180,000             --       --     1,050,000 shares
CEO & President     2003 $240,000                             3,000,000 shares
                    2004 $240,000   $220,000                  1,000,000 shares

Gordon J. Muir      2002 $120,000             --       --     1,050,000 shares
Chairman            2003 $240,000                             3,000,000 shares
                    2004 $240,000   $220,000                  1,000,000 shares


1) Salaries and bonuses for 2003 and 2002 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 and 2005, 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.

                                       20

<PAGE>

         (b) Signing Bonus. We issued a signing bonus of 1,000,000 common shares
and a warrant 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
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  2002, 2003 and 2004 Stock Option Plans

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

                Exercise         Number         Number
                Price            Authorized     Outstanding

2002 Plan       $0.25            1,200,000      none

2003 Plan       $0.62            2,300,000      1,605,997

2004 Plan       $0.25            3,000,000      3,000,000


All employees and consultants are eligible to participate in the 2002, 2003 and
2004 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




                                       21


<PAGE>

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, 2004, of each person who is known to be the
beneficial owner of more than 5% of our common stock; held directly or
indirectly by each director; or by each person who was an executive officer
during the fiscal year ending December 31, 2004; and by directors and executive
officers as a group.


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

Penny Perfect                        11,741,620(4)             36%
Suite 1322 - 1111 W. Georgia St.
Vancouver, B.C.

Gordon Muir                          11,516,320(4)             35%
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)            23,357,940(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 23,032,865 shares of common stock
outstanding on December 31, 2004 and is calculated separately for each person on
the basis of the actual number of outstanding shares beneficially owned as of
December 31, 2004 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.
                                       22

<PAGE>

PREFERRED SHARES

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

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


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Payables

Related parties advanced us $689,089 and $755,282 during the years ended
December 31,2004 and 2003, respectively. The liability of $1,569,680 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)


                                       23

<PAGE>

      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
      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,
2004 and December 31, 2003:

             Fee Category          Fiscal 2004 Fees   Fiscal 2003 Fees
      -------------------------    ----------------   ----------------
      Audit Fees ..............    $25,066.00         $21,218.79
      Audit-Related Fees ......         --                 --
      Tax Fees ................        550.00              --
      All Other Fees ..........         --                 --
                                   ----------         ----------
      Total Fees ..............    $25,616.00         $21,218.79



                                       24


<PAGE>

      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.





































                                       25


<PAGE>












                                 ALPHATRADE.COM

                              FINANCIAL STATEMENTS

                                December 31, 2004








































                                    Page F-1


<PAGE>





                                 C O N T E N T S



Report of Independent Registered Public Accounting Firm................. 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>



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


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

We have audited the accompanying balance sheet of AlphaTrade.com at December 31,
2004, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the years ended December 31, 2004 and 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AlphaTrade.com at December 31,
2004, and the results of its operations and its cash flows for the years ended
December 31, 2004 and 2003 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
January 28, 2005








                                    Page F-3

<PAGE>



                                 ALPHATRADE.COM
                                  Balance Sheet

                                     ASSETS
                                     ------

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

   Cash                                                        $      79,339
   Accounts receivable - trade, net of zero allowance                    212
   Prepaid expenses                                                    1,000
                                                               -------------

     Total Current Assets                                             80,551
                                                               -------------

FIXED ASSETS, NET (Note 2)                                            29,825
                                                               -------------

     TOTAL ASSETS                                              $     110,376
                                                               =============




























   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,
                                                                   2004
                                                               ------------

CURRENT LIABILITIES

   Accounts payable and accrued expenses                       $    379,424
   Related party payables (Note 5)                                1,569,680
   Deferred revenue (Note 1)                                        181,963
                                                               ------------

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

     Total Liabilities                                            2,131,067
                                                               ------------

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;23,032,865 shares issued outstanding                  23,033
   Additional paid-in capital                                    23,901,910
   Stock subscription payable                                        16,753
   Stock subscription receivable                                   (116,550)
   Accumulated deficit                                          (25,847,837)
                                                               ------------

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

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











   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,
                                               ---------------------------------
                                                      2004             2003
                                               ----------------  ---------------
REVENUE

   Subscription revenue                        $      1,826,906  $      894,388
   Licensing revenue                                     72,000          26,000
   Development revenue                                   19,850          19,480
                                               ----------------  --------------
     Total Revenue                                    1,918,756         939,868

COST OF SALES

   Financial content (Note 1)                         1,319,568         848,641
                                               ----------------  --------------
   Gross profit (deficit)                               599,188          90,227
                                               ----------------  --------------

EXPENSES

   Related party compensation                           920,000       6,720,000
   Professional fees                                    351,386         956,161
   Research and development                             426,157         259,259
   Marketing expense                                    678,403         215,687
   General and administrative expenses                  284,218         376,798
                                               ----------------  --------------
     Total Expenses                                   2,660,164       8,527,905
                                               ----------------  --------------
LOSS FROM OPERATIONS                                 (2,060,976)     (8,437,678)
                                               ----------------  --------------
OTHER INCOME (EXPENSES)

   Loss on extinguishment of debt                             -         (27,222)
   Gain on release of debt                                    -         150,872
                                               ----------------  --------------
     Total Other Income (Expenses)                            -         123,650
                                               ----------------  --------------
NET LOSS                                       $     (2,060,976) $   (8,314,028)
                                               ================  ==============
BASIC LOSS PER SHARE
   Loss per share                              $          (0.10) $        (0.56)
                                               ================  ==============
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                         20,416,168      14,943,654
                                               ================  ==============


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

                                    Page F-6


<PAGE>



                                 ALPHATRADE.COM
                   Statements of Stockholders' Equity (Deficit)

<TABLE>
<S>                    <C>       <C>    <C>        <C>      <C>         <C>      <C>       <C>
                         Preferred Stock   Common Stock   Additional  Deferred     Net
                         ---------------- --------------- Paid-In   Consulting Subscription Accumulated
                         Shares  Amount  Shares    Amount   Capital    Fees     (Receivable)  Deficit
                         ------  ------  ------    ------  ---------- ---------- ----------- ----------
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)        -         -            -

Common stock issued for
 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         -         -            -

Common stock issued for
 services at an average
 price of $0.74 per share      -      - 1,269,527   1,269      930,811         -         -            -

Common stock issued for
 extinguishment of debt
 at an average price of
 $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 the 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-7

<PAGE>



                                 ALPHATRADE.COM
             Statements of Stockholders' Equity (Deficit) (Continued)

<TABLE>

                         Preferred Stock   Common Stock   Additional  Deferred     Net
                         ---------------- --------------- Paid-In   Consulting Subscription Accumulated
                         Shares  Amount  Shares    Amount   Capital    Fees     (Receivable)  Deficit
                         ------  ------  ------    ------  ---------- ---------- ----------- ----------
<S>                    <C>       <C>    <C>        <C>      <C>         <C>      <C>       <C>
Balance,
 December 31, 2003     2,000,000 $2,000  18,415,365 $ 18,415$22,560,348 $(27,321)$      -  $(23,786,861)

Amortization of
 consulting fees               -      -           -       -           -   27,321        -             -

Common stock issued for
 cash at an average price
 of $0.24 per share            -      -   1,660,000    1,660    302,841        -  (90,797)            -

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

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

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

Net loss for year
 ended December 31, 2004       -      -           -        -          -        -         -   (2,060,976)
                       --------- ------ ----------- ------- ----------- -------- ---------  -----------
Balance,
 December 31, 2004     2,000,000 $2,000 23,032,865 $ 23,033 $23,901,910 $      - $ (90,797)$(25,847,837)
                       ========= ====== ========== ======== =========== ======== ========= ============

</TABLE>




















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

                                    Page F-8


<PAGE>
                                 ALPHATRADE.COM
                            Statements of Cash Flows

<TABLE>
                                                                   For the Years Ended
                                                                       December 31,
                                                                 -------------------------
                                                                     2004        2003
CASH FLOWS FROM OPERATING ACTIVITIES                             ------------ ------------
<S>                                                              <C>          <C>
   Net loss                                                      $(2,060,976) $(8,314,028)
   Adjustments to reconcile net loss to net cash used
    by operating activities:
     Common stock issued for services and contributions              696,879    6,312,530
     Depreciation expense                                             27,602       46,585
     Amortization of services prepaid by common stock                 27,321            -
     Net gain on forgiveness of debt                                       -     (123,650)
     Warrants and options granted at fair market value                     -      383,836
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                        6,792       11,007
     (Increase) decrease in prepaid expenses                          16,035      (17,035)
     Increase (decrease) in accounts payable and accrued expenses    428,464     (20,855)
     Increase (decrease) in deferred revenue                         116,081       21,611
     Increase is related party payable                               689,089      755,282
                                                                 -----------  -----------
       Net Cash Used by Operating Activities                         (52,713)    (944,717)
                                                                 -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sale of assets- related party                             -       40,000
   Change in related party receivable                                      -        5,116
   Purchase of fixed assets                                          (23,067)     (12,647)
                                                                 -----------  -----------
       Net Cash Provided (Used) by Investing Activities              (23,067)      32,469
                                                                 -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Change in cash overdraft                                                -         (268)
   Proceeds from stock subscription                                        -       29,992
   Common stock issued for cash                                      164,257      907,375
   Stock offering costs                                              (15,700)     (48,525)
                                                                 -----------  -----------
       Net Cash Provided by Financing Activities                     148,557      888,574
                                                                 -----------  -----------
NET CHANGE IN CASH                                                    72,777     (23,674)
CASH AT BEGINNING OF YEAR                                              6,562       30,236
                                                                 -----------  -----------
CASH AT END OF YEAR                                              $    79,339  $     6,562
                                                                 ===========  ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid                                                 $         -  $         -
   Income taxes paid                                             $         -  $         -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
   Common stock issued for services and contributions            $   696,879  $ 6,312,530
   Common stock issued for extinguishments of debt               $   360,500  $   121,100
   Warrants and options granted at fair market value             $         -  $   383,836

</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, 2004 and 2003

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, 2004 and 2003

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 24,838,812 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, 2004 and 2003:


                                                 2004          2003
                                          --------------- ---------------
              Deferred tax assets:
                NOL Carryover             $    3,020,432  $    2,654,447
                Contribution Carryover             4,678          87,925
                Capital Loss                      48,507               -
                Depreciation                       2,284           2,160
                Accrued expenses                 358,800               -
              Deferred tax liabilities:                -               -

              Valuation allowance             (3,434,701)     (2,744,532)
                                          --------------  --------------

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


              The income tax provision differs from the amount of income tax
              determined by applying the U.S. federal and state income tax rates
              of 39% to pretax income from continuing operations for the years
              ended December 31, 2004 and 2003 due to the following:


                                    Page F-11

<PAGE>



                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              g.  Income Taxes (Continued)          2004          2003
                                              -------------- --------------
              Book Income                     $   (811,506)  $ (3,242,470)
              Stock for Services/Options           271,780      2,467,135
              Accrued Bonus                              -        187,200
              Accrued Interest                           -         (4,375)
              Contributions                              -         39,176
              Gain/Loss                                  -         13,830
              Depreciation                               -          4,855
              Other                                  2,013          1,023
              Valuation allowance                  537,713        533,626
                                              ------------   ------------
                                              $          -   $          -
                                              ============   ============

              At December 31, 2004, the Company had net operating loss
              carryforwards of approximately $7,740,000 that may be offset
              against future taxable income from the year 2004 through 2024. No
              tax benefit has been reported in the December 31, 2004 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 $181,963 at
              December 31, 2004. 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, 2004.

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

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


                                    Page F-12


<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              i.  Newly Issued Accounting Pronouncements

              During the year ended December 31, 2004, the Company adopted the
              following accounting pronouncements:

              SFAS No. 123(R) -- In December 2004, the FASB issued SFAS No. 123
              (Revised 2004) (SFAS 123 (R)) "Share-based payment". SFAS 123 (R)
              will require compensation costs related to share-based payment
              transactions to be recognized in the financial statements. With
              limited exceptions, the amount of compensation cost will be
              measured based on the grant-date fair value of the equity or
              liability instruments issued. In addition, liability awards will
              be re-measured each reporting period. Compensation cost will be
              recognized over the period that an employee provides service in
              exchange for the award. FASB 123 (R) replaces FASB 123, Accounting
              for Stock-Based Compensation and supersedes APB option No. 25,
              Accounting for Stock Issued to Employees. This guidance is
              effective as of the first interim or annual reporting period after
              December 15, 2005 for Small Business filers.

              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.

              SFAS No. 151 -- In November 2004, the FASB issued SFAS No. 151
              (SFAS 151), "Inventory Costs". SFAS 151 amends ARB No. 43, Chapter
              4. This statement clarifies the accounting for abnormal amounts of
              idle facility expense, freight, handling costs, and wasted
              material (spoilage). SFAS 151 is the result of a broader effort by
              the FASB and the IASB to improve financial reporting by
              eliminating certain narrow differences between their existing
              accounting standards. This statement is effective for inventory
              costs incurred during fiscal years beginning after June 15, 2005.
              The adoption of SFAS 151 will not have a material impact on the
              results of operations or financial position of the company as it
              does not have inventory.




                                    Page F-13
<PAGE>



                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              i. Newly Issued Accounting Pronouncements (Continued)

              SFAS No. 153 -- In December 2004, the FASB issued SFAS No. 153
              (SFAS 153) "Exchange of Non-monetary assets". This statement was a
              result of a joint effort by the FASB and the IASB to improve
              financial reporting by eliminating certain narrow differences
              between their existing accounting standards. One such difference
              was the exception from fair value measurement in APB Opinion No.
              29, Accounting for Non-Monetary Transactions, for non-monetary
              exchanges of similar productive assets. SFAS 153 replaces this
              exception with a general exception from fair value measurement for
              exchanges of non-monetary assets that do not have commercial
              substance. A non-monetary exchange has commercial substance if the
              future cash flows of the entity are expected to change
              significantly as a result of the exchange. This statement is
              effective for non-monetary assets exchanges occurring in fiscal
              periods beginning after June 15, 2005. The adoption of SFAS 153
              will not have a material effect on the Company's financial
              position or results of operations.

              FASB Interpretation No. 46(R) -- 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.

              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, 2004 and 2003 was $113,326 and $78,123,
              respectively.

              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,

                                    Page F-14
<PAGE>


                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              "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. Financial Content

              The Company's cost of sales is the cost of the stock quotation
              data it purchases from the various stock markets to which its
              customers subscribe. At December 31, 2004, the accounts payable
              included $300,693 due to various markets and quotation services.

NOTE 2 -      FIXED ASSETS

              Fixed assets at December 31, 2004 consisted of the following:

                  Office equipment                     $           147,197
                  Computer equipment                                21,337
                  Software                                          68,175
                  Less accumulated depreciation                   (206,884)
                                                       -------------------
                                                       $            29,825
                                                       ===================

              Depreciation expense for the years ended December 31, 2004 and
              2003 was $27,602 and $46,585, 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.

              * 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.




                                    Page F-15


<PAGE>




                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2004 and 2003


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, 2004 and
              2003, 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 $2,275,941 and $3,602,439 for
              the years ended December 31, 2004 and 2003, 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,
                                          --------------------------------------
                                                 2004                 2003
                                          -----------------   ------------------
              Net loss:
                As reported               $      (2,060,976)  $      (8,314,028)
                Pro forma                 $      (4,336,917)  $     (11,916,467)


                                                        December 31,
                                          --------------------------------------
                                                 2004                 2003
                                          -----------------   ------------------
              Basic loss per share:
              As reported                 $           (0.10)  $           (0.56)
              Pro forma                   $           (0.21)  $           (0.80)









                                    Page F-16

<PAGE>





                               ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2004 and 2003



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

              A summary of the status of the Company's stock options and
              warrants as of December 31, 2004 and changes during the year ended
              December 31, 2004 is presented below:



                                                            Weighted   Weighted
                                                 Options     Average    Average
                                                  and       Exercise  Grant Date
                                                Warrants     Price    Fair Value
                                             -------------- --------  ----------
              Outstanding, December 31, 2003    19,142,815  $   0.49  $    0.49
               Granted                           3,000,000      0.25       0.25
               Expired/Canceled                 (1,262,500)     0.84       0.84
               Exercised                        (1,901,503)     0.44       0.44
                                             -------------  --------  ---------
              Outstanding, December 31, 2004    19,788,812  $   0.46  $    0.46
                                             =============  ========  =========
              Exercisable, December 31, 2004    14,838,812  $   0.62  $    0.62
                                             =============  ========  =========






                             Outstanding                            Exercisable
                     --------------------------------------- ------------------
                                     Weighted
                                      Average     Weighted              Weighted
                          Number     Remaining     Average  Number       Average
          Range of  Outstanding    Contractual    Exercise Exercisable  Exercise
        Exercise Prices   at 12/31/04  Life        Price at 12/31/04     Price
        ---------------   -----------  ------   ----------------------  --------
       $  0.00 - 0.30      3,000,000     3.93  $   0.25        750,000  $   0.25
          0.30 - 0.45     15,000,000     3.29      0.45     13,000,000      0.45
          0.50 - 1.45      1,605,997     2.48      0.90        905,997      0.90
          1.50 -12.50        182,815     1.82  $   3.05        182,815  $   3.05
                          ----------    -----               ----------
       $ 0.00 - 12.50     19,788,812                        14,838,812
                          ==========                        ==========



                                    Page F-17


<PAGE>


                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2004 and 2003



NOTE 5 -      RELATED PARTY TRANSACTIONS

              Compensation
              ------------
                   During the year ended December 31, 2004, two companies, owned
              for the benefit of two officers of the Company, earned
              compensation valued at $920,000. This compensation consisted of
              $480,000 of salaries and $440,000 of accrued bonuses. These
              amounts were accrued and unpaid at December 31, 2004.

              During the year ended December 31, 2003, these same two companies,
              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.

              In December 2004, the Company awarded two (2) 1,000,000 share
              bonuses to its executive officers for services rendered. These
              shares were issued on January 11t, 2005 which was subsequent to
              December 31, 2004, so the Company accrued the value of the shares
              which was $0.22 per share for a total accrual of $440,000.

              Related Party Payables

                           Officer bonus from 2003           $          480,000
                           Officer bonus from 2004                      440,000
                           Officer accrued wages                        649,680
                                                              ------------------
                                                             $        1,569,680

              In November 2004, the Company granted 1,600,000 options to its
              executive officers as part of its 2004 option plan. 400,000 of
              these options vested upon grant, the balance vest 25% per year.

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



                                    Page F-18

<PAGE>



                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2004 and 2003



NOTE 5 -      RELATED PARTY TRANSACTIONS (Continued)

              Sale of Assets
              --------------
              In 2003, the Company sold some of its excess computer equipment to
              a company managed by the Company's 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.

              Komodo, Inc.
              ------------
              During the year ended December 31, 2004, the Company advanced
              $70,256 to Komodo, Inc a related company by virtue of common
              majority shareholders to pay expenses. This amount was repaid to
              the Company by December 31, 2004.


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 2007. The
              monthly lease payment is $6,000. Rent expense for the years ended
              December 31, 2004 and 2003 was $84,722 and $88,152, 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 two-year contract which expires March
              2005.











                                    Page F-19
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2004 and 2003

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 does
             not have sufficient revenues to cover its operating costs and
             has a deficit in its working capital as well as its
             stockholders' equity.

             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 to
             continue as a going concern include the following items:
             1) Concentrating  its  efforts on  increasing  the number of
             subscribers to its stock-tracking product, known as e-gate
             thereby increasing sales.
             2) Continuing to increase its gross  profit percentage by
             increasing sales.
             3) Converting related party debt to equity when cash flow does not
             permit cash payments which will increase the availability of
             working capital as well as the reduce the deficit in stockholders'
             equity.
             4) Currently the Company has a unit offering for its shares - 500
             units $4,000 per unit - each unit consists of 10,000 restricted
             shares, 5,000 warrants at $.35 per share, 5,000 units at $.70 per
             share and 10,000 warrants at $1.00 per share. This would result in
             net proceeds to the company of $1,750,000 and require an issuance
             of 5,000,000 shares of its common stock in the initial phase. The
             completion of this private placement would allow the Company
             to increase its marketing budget and accelerate its sales
             growth. If the warrants were converted the company would
             realize an additional $875,000 in phase two, $1,750,000 in
             phase three and $5,000,000 in phase three.

             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 - SUBSEQUENT EVENTS

              Subsequent to year-end, the Company issued 450,000 shares of
              common stock for services which were valued at the market value of
              the stock of $99,000. The Company also issued 25,000 shares of
              common stock as a charitable contribution, which were valued at
              $5,500. Additionally, the Company issued 2,000,000 shares of
              common stock to its executive officers for payment of the 2004
              bonus payable of $440,000. The shares related to the stock
              subscription payable have been issued.

                                    Page F-20

<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 29, 2005                               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 29, 2005
------------------
Gordon J. Muir


/s/  Penny Perfect         Director            March 29, 2005
------------------
Penny Perfect


/s/  Katharine Johnston    Director            March 29, 2005
-----------------------
Katharine Johnston


/s/ Lisa McVeigh           Director            March 29, 2005
------------------
Lisa McVeigh


/s/ Raymond Hatch          Director            March 29, 2005
------------------
Raymond Hatch




                                       26