SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
                                Amendement No. 1
(Mark one)

|X|    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934

For the fiscal year ended : December 31, 2008
                            -----------------
|_|    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 000-51430
                       ---------


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

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

     Suite 116 - 930 West 1st Street
              North Vancouver, BC Canada                       V7P 3N4
              --------------------                            --------
    (Address of principal executive offices)                 (Zip Code)
------------------------------------------------   -----------------------------

Issuer's telephone Number: (604) 986-9866
                           --------------

Securities registered under Section 12(b) of the Exchange Act: NONE
                                                               ----
        Securities registered under Section 12(g) of the Exchange Act:

        Title of Each Class            Name of each exchange on which registered
        -------------------            -----------------------------------------
   Common Stock, $.001 par value            Over The Counter Bulletin Board

Indicate by check mark is the issuer is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act                 Yes       No |X|

Indicate by check if the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.          Yes       No |X|





                                       1
<PAGE>
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K. |_|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

      Large accelerated filer             Accelerated filer
      Non-accelerated filer               Smaller reporting company |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                  Yes |_|   No |X|

The Issuer's revenue for its fiscal year ended December 31, 2008 is $6,075,031.

As of March 31, 2009, the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant was approximately $768,362 based
on approximately 38,418,083 shares held by non affiliates at a price of $0.02.

As of December 31, 2008, there were outstanding 54,076,023 shares of Common
Stock.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE























                                       2
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                     PART I

ITEM 1.    Description of Business.                                           4
ITEM 1A.   Risk Factors                                                       6
ITEM 1B.   Unresolved Staff Comments                                         14
ITEM 2.    Properties.                                                       14
ITEM 3.    Legal Proceedings.                                                15
ITEM 4.    Submission of Matters to a Vote of Security Holders.              16

                                     PART II

ITEM 5.    Market for Common Equity Related Stockholder Matters And Issuer
           Purchases of Equity Securities.                                   16
ITEM 6.    Selected Financial Data                                           19
ITEM 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations.                                            19
ITEM 7A.   Quantitative and Qualitative Disclosures About Market Risk.       23
ITEM 8.    Financials Statements And Supplementary Data.                     23
ITEM 9.    Changes In and Disagreements with Accountants on Accounting
           and Financial Disclosure.                                         23
ITEM 9A.   Controls and Procedures.                                          23
ITEM 9B.   Other Information.                                                24

                                    PART III

ITEM 10.   Directors, Executive Officers and Corporate Governance.           24
ITEM 11.   Executive Compensation.                                           25
ITEM 12.   Security Ownership of Certain Beneficial Owners and               30
           Management Related Stockholder Matters.
ITEM 13.   Certain Relationships and Related Transactions,
           and Director Independence.                                        31
ITEM 14.   Principal Accountant Fees and Services                            33
ITEM 15.   Exhibits.                                                         34

Signatures                                                                   36



















                                       3
<PAGE>
ITEM 1.  DESCRIPTION OF BUSINESS

                Information Regarding Forward Looking Statements

AlphaTrade.com (the "Company" or "we" or "us" or "our") has made forward-looking
statements (within the meaning of the Private  Securities  Litigation Reform Act
of 1995) in this Annual Report on Form 10-KSB (the "Annual Report") that are not
historical facts are "forward-looking statements" which can be identified by the
use  of  terminology  such  as  "estimates,"  "projects,"  "plans,"  "believes,"
"expects,"  "anticipates," "intends," or the negative or other variations, or by
discussions of strategy that involve risks and uncertainties.  We urge you to be
cautious of the  forward-looking  statements,  that such  statements,  which are
contained  in this Annual  Report,  reflect our current  beliefs with respect to
future  events and involve  known and  unknown  risks,  uncertainties  and other
factors  affecting  our  operations,   market  growth,  services,  products  and
licenses.  No  assurances  can be given  regarding  the  achievement  of  future
results,  as actual  results may differ  materially  as a result of the risks we
face,  and  actual  events  may  differ  from  the  assumptions  underlying  the
statements that have been made regarding  anticipated  events.  Factors that may
cause actual results,  our performance or achievements,  or industry results, to
differ  materially from those  contemplated by such  forward-looking  statements
include without limitation:

   1.  Our  ability  to attract  and retain  management,  and to  integrate  and
       maintain technical information and management information systems;
   2.  Our ability to generate customer demand for our products;
   3.  The intensity of competition; and
   4.  General economic conditions.

Organizational History

AlphaTrade.com was originally incorporated in the State of Nevada on June 6,
1995 as Sierra Gold Development Corp. Our name was changed to Honor One
Corporation on October 29, 1998. On January 6, 2001 the name was changed to
AlphaTrade.com. In 2001 our common stock commenced trading on OTC Bulletin Board
(the "OTCBB") under the symbol "EBNK". On January 14, 2002, our symbol changed
to APTD after we effected 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.

Our headquarters are located at Suite 116 - 930 West 1st Street, North
Vancouver, B.C. V7P3N4, Canada.

Overview

AlphaTrade began as a technology company focused on developing a web based stock
quote service that was high quality, comprehensive and affordable. Over the
years, we have augmented that product with other complimentary products. The
single most important element of our business is our ever expanding database -
it is one of the most prized databases in the business environment. Every person
in our database has an interest in the markets, makes above average income, are
independent thinkers, and are receptive to new ideas and products. All of our
products are created out of a demand that presented itself from market
conditions. Our real time stock quote service is a recognized and welcomed
quality alternative to products offered by competitors that require signing long
term agreements, they charge much higher prices and have complicated operating
instructions.
                                       4
<PAGE>
Every new product we developed maintained our standard of high quality and
affordability. As of this filing date, we have five diversified and unique
revenue streams: real time stock quotes - E-Gate; financial information for
websites - E-Trax; advertising, web design and web hosting services.

We have three websites all providing information and services that compliment
all of our products - www.alphatrade.com, www.zenobank.com and
http://finance.alphatrade.com . Our targeted online digital advertising and
marketing programs are designed to serve many functions - every company has a
need to maximize their advertising dollars.

Our marketing programs are multi-faceted - as visitors cruise our sites they
will see many ads we have created. If they have a further interest in the
company profiled they will be able to conduct their own due diligence on that
company either from E-gate, E-trax or from our finance site. If a company
decides to utilize our marketing programs to augment their investor relations or
public relations program, we can provide them with E-Trax to ensure they are
compliant from a regulatory point of view, and we can definitely give them a
tremendous amount of exposure to a database that is proven to have an interest
in publicly traded companies. Our marketing programs are much more professional
than most investor relations activities that are mainstream for smaller cap
companies.

Our own brand has become well recognized and trusted in the financial community.
Since January 1999 when we commenced operations, AlphaTrade has prided itself on
its ability to evolve. Our mandate is to aggressively build our business in
markets that are over charged and fraught with under-performers. Our entire
digital advertising business evolved from a lack we noticed in the advertising
industry - no one was specifically serving the needs of developing and emerging
companies. We launched our advertising program to serve that need and to bring
some professionalism to a tainted industry. In the process, our operational
costs have been lowered, our database is growing at a fast pace, our web traffic
is soaring and our brand is becoming well recognized. This initiative has given
us the opportunity to withstand the tremendous negative business environment of
2008. In fact, yet again, AlphaTrade has emerged with a new marketing
opportunity that emerged because of the business environment of 2008 when so
many people have lost their job. We have initiated a Home Based Business
opportunity to allow people to work out of their homes and become sales people
selling all of our products. This is yet another example of business
diversification that becomes a win win situation for everyone involved.

Business Strategy

Our marketing strategy is building products and creating services that can
survive and prosper in all economic times especially those times that are most
challenging. Our advertising programs are a significant portion of our revenue
now and our web traffic is building constantly. We aggressively market all of
our products and services to the financial community. Our strongest revenue
growth for 2008 came from our advertising programs and we expect this to
continue into 2009.

AlphaTrade's unique positioning in the marketplace is protected by a number of
factors: reasonable price, targeted advertisement placement, high volume web
traffic, valuable associations, strong networking ability, and worldwide
audience.


                                       5
<PAGE>
Our database is expanding as a direct result of our successful advertising
promotions. This is generating new business for a variety of our products. 2008
has been a difficult business environment for all companies and we did
experience a downturn in all facets of business at the close of the year. Since
our products are very price conscious, we were able to reduce the migration of
clients and are beginning to notice a small resurgence of new business. We fully
expect a turbulent business environment over the next year but

anticipate new business based on our price point, our large, targeted audience
and our success rate for our advertising clients. All these factors favor growth
even during a tumultuous business environment.

Our overall strategy reflects the attention we are paying to our revenue growth
for 2008 and beyond. The Investor and Public relations business is very
fragmented and needs some consolidation. This is exactly the type of business
environment that requires a multi-pronged approach to get sustained results.
AlphaTrade is partnering and networking to build an association of companies
that work together to expand the reach and the exposure for all their clients.
This approach is providing us with access to new clients and new strategic
alliances that provide new opportunities to sell all of our products and
services. Every one of our clients are exposed to all of our products and for
the most part, can utilize more than one. The Internet public is fickle and
expects unique content, interesting material, and clear concise content. For the
most part, publicly traded companies cannot deliver this information in a form
that is interesting to internet traffic so they do not have a lot of website
traffic. Our websites accomplishes this for them - people coming to our sites
already know they are getting condensed information and if they find it
interesting they will make the decision to visit the corporate website. This
approach alleviates a lot of unnecessary work for the company and ensure our
clients are satisfied. Our goal is to get long term clients by providing
services that help them build their business

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 eleven employees/contractors. 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 excellent. We
are anticipating hiring additional employees/contractors in the next year to
handle anticipated growth.

ITEM 1A. RISK FACTORS.

You should carefully consider the risks described below as well as other
information provided to you in this document, including information in the
section of this document entitled "Information Regarding Forward Looking
Statements." The risks and uncertainties described below are not the only ones
facing the Company. Additional risks and uncertainties not presently known to
our company or that we currently believe are immaterial may also impair our
business operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially adversely
affected, the value of our common stock could decline, and you may lose all or
part of your investment.



                                       6
<PAGE>
Risks related to our financial results
--------------------------------------

We have a limited operating history and our limited operating history makes it
difficult to evaluate our business and prospects. We commenced operations in
January 2001 and have conducted limited business operations since that time. As
a result of our short operating history, we have only limited financial data and
business information with which to evaluate our business strategies, past
performance and an investment in our common stock. As a company with a limited
operating history, there are substantial risks, uncertainties, expenses and
difficulties that we are subject to. You should consider an investment in our
company in light of these risks, uncertainties, expenses and difficulties. To
address these risks and uncertainties, we must do the following:

       o   Successfully execute our business strategy;

       o   Continue to develop our products and services;

       o   Respond to competitive developments; and

       o   Attract, integrate, retain and motivate qualified personnel.

We may be unable to accomplish one or more of these objectives, which could
cause our business to suffer. In addition, accomplishing one or more of these
objectives might be very expensive, which could harm our financial results.

We have incurred significant losses since inception and anticipate that we will
continue to incur losses for the foreseeable future.

As  of  December  31,  2008,  we  have  incurred  an  accumulated  net  loss  of
approximately $34.8 million. Our management believes that while our business and
products will be appealing to our current and future customers, and our revenues
have continued to increase in the past three fiscal years, there is no
assurance, we will be able to successfully continue to increase our revenues or
that our products will be accepted by the market. Furthermore, in light of our
significant losses, we will need to generate significant revenues to achieve and
sustain profitability. If we do achieve profitability, we may be unable to
sustain or increase profitability on a quarterly or annual basis. Any of these
factors could cause our stock price to decline.

Management believes that long-term profitability and growth will depend on its
ability to:

       o   Develop the  reputation of  AlphaTrade as a successful  marketing and
           advertising company;

       o   Successfully identify and exploit appropriate opportunities,  markets
           and products;

       o   Develop viable strategic alliances; and

       o   Maintain sufficient volume of inflow of advertising clients.

We will need to raise substantial additional capital to fund our operations, and
our failure to obtain funding when needed may force us to delay, reduce or
eliminate our products and services.

                                       7
<PAGE>
Our operations have consumed a substantial amount of cash since inception. We
expect to continue to spend substantial amounts to:

       o   develop the  reputation of  AlphaTrade as a successful  marketing and
           advertising company;

       o   maintain and increase the company's  human  resource  including  full
           time and consultant resources;

       o   evaluate appropriate opportunities, markets and products; and

       o   evaluate future products and areas for long term development.

To date, our additional sources of cash have been primarily limited to the sale
of our securities and loans from related parties and outside sources. We cannot
be certain that additional funding will be available on acceptable terms, if at
all. To the extent that we raise additional funds by issuing equity securities
or debt convertible debt securities, our stockholders may experience significant
dilution. Any debt financing, if available, may involve restrictive covenants
that impact our ability to conduct its business. If we are unable to raise
additional capital, when required, or on acceptable terms, we may have to
significantly delay, scale back or discontinue our products and services.

Risks Related to Our Business
-----------------------------

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

The market may not continue to accept our products and our E-Gate product. We
generate a large portion of our revenue from subscribers who pay monthly for the
E-Gate service. We do expect that E-Gate will continue to account for a
substantial portion of our revenue for fiscal 2009. Our future financial
performance will depend on increasing acceptance of our current products and on
the successful development, introduction and customer acceptance of new products
and services.

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

Outside factors may influence our growth and business development.

Outside factors may influence our growth and 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, but not
limited to the following:

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



                                       8
<PAGE>
         *     our efforts to expand into different industries;

         *     introduction of new products and services by us or
               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, and we may have to significantly delay, scale back or
discontinue our products and services.

Loss of key executives and key personnel and failure to attract qualified
managers and employees could limit our growth and negatively impact our business
operations.

If we lose our key executives and key personnel or fail to attract qualified
managers and employees, 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. We are not aware of any
named executive officer or director who has plans to leave us or retire.

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.

We will need to increase the size of our organization, and may experience
difficulties in managing growth. We are a small company with a small number of
employees as of December 31, 2008. We expect to experience a period of
significant expansion in headcount, facilities, infrastructure and overhead and
anticipate that further expansion will be required to address potential growth
and market opportunities. Future growth will impose significant added


                                       9
<PAGE>
responsibilities on members of management, including the need to identify,
recruit, maintain and integrate additional independent contractors and managers.
Our future financial performance and its ability to compete effectively will
depend, in part, on our ability to manage any future growth effectively.

If we are unable to protect our intellectual property effectively, we may be
unable to prevent third parties from using our technologies and methods, which
would impair our competitive advantage.

We do not believe that our operations or products infringe on the intellectual
property rights of others. However, there can be no assurance that others will
not assert infringement or trade secret claims against our company with respect
to our current or future technologies or that any such assertion will not
require us to enter into a license agreement or royalty arrangement with the
party asserting the claim. Responding to and defending any such claims may
distract the attention of our management and have an adverse effect on our
business, financial condition and results of operations.

Others may claim in the future that we have infringed their past, current or
future technologies. We expect that participants in our markets increasingly
will be subject to infringement claims as the number of competitors grows. Any
claim like this, whether meritorious or not, could be time-consuming, and result
in costly litigation and possibly result in agreements covering intellectual
property secrets and technologies. These agreements might not be available on
acceptable terms or at all. As a result, any claim like this could harm our
business.

We regard the protection of our copyrights, service marks, trademarks, and trade
secrets as critical to our success. We rely on a combination of patent,
copyright, trademark, service mark and trade secret laws and contractual
restrictions to protect its proprietary rights in products and services. When
applicable, we will enter into confidentiality and invention assignment
agreements with employees and contractors, and nondisclosure agreements with
parties we conduct business with in order to limit access to and disclosure of
our proprietary information. These contractual arrangements and the other steps
taken to protect our intellectual property may not prevent misappropriation of
our technology or deter independent third-party development of similar
technologies. We intend to pursue the registration of trademarks and service
marks in the U.S. and internationally. Effective trademark, service mark,
copyright and trade secret protection may not be available in every country in
which its services are made available. 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.


                                       10
<PAGE>
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.

We substantially rely on third party providers.

Our future success for our financial products depend upon our ability to
aggregate and deliver compelling financial content over the Internet. We rely
heavily on third party content providers, namely Reuters Information Ltd.,
Acquire Media Corporation and Morningstar, Inc. Currently we have a one year
contract with Reuters which calls for monthly payments of $43,500, a one year
contract with Acquire Media Corporation which calls for monthly payments of
$3,500, and an annual contract with Hemscott, Inc. which was subsequently taken
over by Morningstar, Inc., which calls for monthly payments of $5,000. All of
the aforementioned contracts provide for automatic renewal unless both parties
negotiate otherwise or unless the provider is unable to deliver the feed.
Although there are many competitors to these feed suppliers and if necessary a
new contract could be negotiated, a temporary disruption in these feed suppliers
could have a negative effect on our business. We also have contracts with
various stock exchanges and market quotation services including Nasdaq, the Pink
Sheets, and the New York and Toronto exchanges. We supply this exchange data to
our customers on a reimbursed basis. The loss of our data feeds from these
exchanges and market quotation services would seriously damage our customer
relations and likely result in a loss of our customers.

We are subject to compliance with securities law, which exposes us to potential
liabilities, including potential rescission rights as further described below.

We have periodically offered and sold our common stock to investors pursuant to
certain exemptions from the registration requirements of the Securities Act of
1933, as well as those of various state securities laws. The basis for relying
on such exemptions is factual; that is, the applicability of such exemptions
depends upon our conduct and that of those persons contacting prospective
investors and making the offering. In most of these sales, we have not received
a legal opinion to the effect that these offerings were exempt from registration
under any federal or state law. Instead, we have relied upon the operative facts
as the basis for such exemptions, including information provided by investors
themselves.

If any prior offering did not qualify for such exemption, an investor would have
the right to rescind its purchase of the securities if it so desired. It is
possible that if an investor should seek rescission, such investor would
succeed. A similar situation prevails under state law in those states where the
securities may be offered without registration in reliance on the partial
preemption from the registration or qualification provisions of such state
statutes under the National Securities Markets Improvement Act of 1996. If
investors were successful in seeking rescission, we would face severe financial
demands that could adversely affect our business and operations. Additionally,
if we did not in fact qualify for the exemptions upon which it has relied, we
may become subject to significant fines and penalties imposed by the SEC and
state securities agencies.




                                       11
<PAGE>
Our independent auditors have expressed a going concern qualification in their
report dated March 31, 2009.

Our independent auditors have expressed a going concern regarding our company.
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 increasing our advertising
revenues. We are also exploring the possibility of acquiring companies that are
synergistic with our existing business. However, management cannot provide any
assurances that we will be successful in accomplishing any of its plans.

The availability of a large number of authorized but unissued shares of our
common stock may, upon their issuance, lead to dilution of existing
stockholders.

We are authorized to issue 100,000,000 shares of our common stock and 10,000,000
shares of preferred stock, of which as of December 31, 2008, 54,076,023 shares
of common stock and 4,000,000 shares of preferred stock were issued and
outstanding. In addition, we also have also issued warrants and stock options of
which 55,210,200 are outstanding as of December 31, 2008, and 40,730,200 are
exercisable at a weighted average exercise price of $0.33 to purchase an
equivalent amount of shares of common stock. Assuming exercise of these warrants
and stock options, we will be left with more than 14,000,000 authorized shares
that remain unissued. These shares may be issued by our Board of Directors
without further stockholder approval. The issuance of large numbers of shares,
possibly at below market prices, is likely to result in substantial dilution to
the interests of other stockholders. In addition, issuances of large numbers of
shares may adversely affect the market price of our common stock.

Risks related to our common stock and its market value:
-------------------------------------------------------

There is a limited market for our common stock which may make it more difficult
for you to dispose of your stock. Our common stock has been quoted on the OTC
Bulletin Board under the symbol "APTD" since January 15, 2002. There is a
limited trading volume for our common stock. Accordingly, there can be no
assurance as to the liquidity of any markets that may develop for our common
stock, the ability of holders of our common stock to sell our common stock, or
the prices at which holders may be able to sell our common stock.

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

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

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


                                       12
<PAGE>
In addition, the securities markets have from time to time experienced
significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also
materially and adversely affect the market price of the Company's common stock.

Our common stock is subject to the "penny stock" rules of the SEC and the
trading market in our securities is limited, which makes transactions in our
stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:

       o   that a broker or dealer approve a person's  account for  transactions
           in penny stocks; and

       o   the broker or dealer receive from the investor a written agreement to
           the transaction, setting forth the identity and quantity of the penny
           stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:

       o   obtain financial information and investment experience objectives of
           the person; and

       o   make a reasonable determination that the transactions in penny stocks
           are suitable for that person and the person has sufficient knowledge
           and experience in financial matters to be capable of evaluating the
           risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form:
       o   sets  forth  the  basis  on  which  the  broker  or  dealer  made the
           suitability determination; and

       o   that the broker or dealer received a signed, written agreement from
           the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.



                                       13
<PAGE>
We do not expect to pay dividends in the future. Any return on investment may be
limited to the value of our stock. We do not anticipate paying cash dividends on
our stock in the foreseeable future. The payment of dividends on our stock will
depend on our earnings, financial condition and other business and economic
factors affecting our company at such time as the board of directors may
consider relevant. If we do not pay dividends, our stock may be less valuable
because a return on your investment will only occur if our stock price
appreciates.

A sale of a substantial number of shares of our common stock may cause the price
of its common stock to decline. If our stockholders sell substantial amounts of
our common stock in the public market, including shares issued upon the exercise
of outstanding options or warrants, the market price of our common stock could
fall. These sales also may make it more difficult for the Company to sell equity
or equity-related securities in the future at a time and price that the Company
deems reasonable or appropriate. Stockholders who have been issued shares in the
Acquisition will be able to sell their shares pursuant to Rule 144 under the
Securities Act of 1933, beginning one year after the stockholders acquired their
shares.

The exercise of our outstanding warrants and options may depress our stock price

We currently have 55,210,200 warrants and options to purchase shares of our
common stock outstanding as of December 31, 2008, of which 40,730,200 are
exercisable at a weighted average exercise price of $0.33 as of equal date. The
exercise of warrants and/or options by a substantial number of holders within a
relatively short period of time could have the effect of depressing the market
price of our common stock and could impair our ability to raise capital through
the sale of additional equity securities.

We may need additional capital that could dilute the ownership interest of
investors.

We require substantial working capital to fund our business. If we raise
additional funds through the issuance of equity, equity-related or convertible
debt securities, these securities may have rights, preferences or privileges
senior to those of the rights of holders of our common stock and they may
experience additional dilution. We cannot predict whether additional financing
will be available to us on favorable terms when required, or at all. Since our
inception, we have experienced negative cash flow from operations and expect to
experience significant negative cash flow from operations in the future. The
issuance of additional common stock by our management, may have the effect of
further diluting the proportionate equity interest and voting power of holders
of our common stock, including investors in this offering.

ITEM 1B. UNRESOLVED STAFF COMMENTS

N/A

ITEM 2.  PROPERTIES

Our executive offices are located at Suite 116 - 930 West 1st Street, North
Vancouver, B.C., Canada, in a 8,207 square foot facility. We have a
month-to-month sub-lease at a current monthly rent of $11,000. The lease expires
in December 30, 2011. We house our equipment in a high-speed infrastructure


                                       14
<PAGE>
co-location in British Columbia to ensure our support coverage is manned
24/7/365. We do not own any real estate.

ITEM 3.  LEGAL PROCEEDINGS.

We are a defendant in a litigation case 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. We are vehemently defending our self against this claim. At the request of
the Plaintiff, we have submitted a settlement proposal, for the Plaintiff to
accept the $14,758.58 currently held by the Court as payment in full, which is
currently outstanding.

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

Arena Media Networks LLC v. AlphaTrade.com
Supreme Court of the State of New York, County of New York, Index No. 603406/06
-------------------------------------------------------------------------------

Plaintiff Arena Media Networks LLC ("Arena") commenced this action on or about
October 15, 2007 by the filing of a Summons and Complaint. In the Complaint,
Arena asserts causes of action for breach of contract, account stated and unjust
enrichment against the Company arising from the Company's alleged failure to pay
sums purportedly due Arena pursuant to an agreement in which Arena agreed to
place advertising for the Company.

The Company answered the Complaint on February 1, 2008. In its Answer, the
Company denies the material allegations of the Complaint and asserts numerous
affirmative defenses. This action is presently in the discovery stage. The
Company intends to vigorously defend this action.

Professional Bull Riders, Inc. v. AlphaTrade.com,
United Stated District Court, District of Colorado, Case No. 08-cv-01017 (MSK)


Plaintiff Professional Bull Riders, Inc. ("PBR") commenced this action against
the Company on or about April 15, 2008 in the District Court of Pueblo County,
Colorado, Case No. 2008CV527. The Company removed this action to the United
States District Court for the District of Colorado on May 15, 2008. In its
Complaint, PBR alleges two causes of action arising from the alleged breach of a
Sponsorship Agreement, as amended, and the alleged breach of a settlement
agreement, and seeks damages of over $1,500,000.

The Company denies the material allegations of the Complaint and intends to
vigorously defend this action.

Tommy G Productions, LLC v. AlphaTrade.com,
District Court, Pueblo County, Colorado, Case No. 2008CV1008

Plaintiff Tommy G Productions ("Tommy G") commenced this action against the
Company on or about June 27, 2008 in the District Court of Pueblo County,

                                       15
<PAGE>
Colorado, Case No. 2008CV1008. In its Complaint, Tommy G alleges a cause of
action arising from the alleged breach of a Sponsorship Agreement, and seeks
damages of $30,000. The Company denies the allegations of the Complaint and
intends to vigorously defend this action.

Center Operating Company v. AlphaTrade.com,
68th Judicial District Court, Dallas County, Texas, Case No. 2009-156001-1

Plaintiff Center Operating Company ("COC") commenced this action against the
Company on or about September 3, 2008 in the District Court of Dallas County,
Texas, Case No. 2009-156001-1. In its Complaint, COC alleges a cause of action
arising from the alleged breach of a Sponsorship Agreement, and seeks damages of
$185,621.

The Company denies the allegations of the Complaint and intends to vigorously
defend this action.

Sterling Mets, L.P. and Brooklyn Baseball Company, LLC v. AlphaTrade.com,
Supreme Court of the State of New York, County of Queens Case No. 27541/2008

Plaintiff Sterling Mets, L.P. and Brooklyn Baseball Company, LLC ("Mets")
commenced this action against the Company on or about November 12, 2008 in the
Supreme Court of the State of New York, County of Queens. In its Complaint, Mets
alleges a cause of action arising from the alleged breach of a Sponsorship
Agreement, and seeks damages of $650,000.

The Company denies the allegations of the Complaint and intends to vigorously
defend this action.

From time to time we may be a defendant and plaintiff in various legal
proceedings arising in the normal course of our business. We are currently not a
party to any material pending legal proceedings or government actions, including
any bankruptcy, receivership, or similar proceedings . In addition, management
is not aware of any known litigation or liabilities involving the operators of
our properties that could affect our operations. Should any liabilities incurred
in the future, they will be accrued based on management's best estimate of the
potential loss. As such, there is no adverse effect on our consolidated
financial position, results of operations or cash flow at this time.
Furthermore, our management does not believe that there are any proceedings to
which any of our directors, officers, or affiliates, any owner of record of the
beneficially or more than five percent of our common stock, or any associate of
any such director, officer, affiliate, or security holder is a party adverse to
our company or has a material interest adverse to us.


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, 2008.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.


                                       16
<PAGE>
Market Information

Currently, our common stock is traded on the OTCBB and quoted under the symbol
"APTD". 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.

2008 Fiscal Year - Quarterly Information
                                                     High              Low

First                                                0.24              0.125
Second                                               0.18              0.10
Third                                                0.17              0.05
Fourth                                               0.09              0.01

2007 Fiscal Year - Quarterly Information
                                                     High              Low

First                                                0.20              0.12
Second                                               0.32              0.15
Third                                                0.33              0.19
Fourth                                               0.33              0.19

The shares of common stock quoted are subject to the provisions of Section 15(g)
and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange
Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain requirements for transactions in penny stocks and Rule 15(g)9(d)(1)
incorporates the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.

The Commission generally defines penny stock to be any equity security that has
a market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
registrant's net tangible assets; or exempted from the definition by the
Commission. Trading in the shares is subject to additional sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.

For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to

                                       17
<PAGE>
trade and/or maintain a market in the company's common stock and may affect the
ability of stockholders to sell their shares.

Holders

As of December 31, 2008 there were 390 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.

We completed a 10% stock dividend to our shareholders of record on July 27,
2007.

Sales of Unregistered Securities

The future sale of presently outstanding "unregistered" and "restricted" common
stock by present members of our 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.

The following unregistered securities have been issued since January 1, 2008 and
have been previously disclosed in our Form 10-QSB's unless otherwise noted:

Fiscal year ended December 31, 2008

                                            Valued
Date          No. of Shares      Title      At          Reason
Jan./2008       400,000         Common      $0.20       For cash
Jan./2008       440,750         Common      $0.20       For services
Feb./2008       300,000         Common      $0.20       For cash
Feb./2008       480,000         Common      $0.20       For services
March/2008       45,000         Common      $0.20       For services
March/2008       25,000         Common      $0.20       For cash
April/2008       10,000         Common      $0.17       For services
May/2008        520,000         Common      $0.17       For services
June/2008       415,000         Common      $0.17       For services
June/2008       300,000         Common      $0.20       For cash
July/2008       130,500         Common      $0.165      For services
Aug./2008       150,000         Common      $0.13       For services
Aug./2008       200,000         Common      $0.16       For services
Sept./2008       50,000         Common      $0.15       For cash
Oct. 23/2008    400,000         Common      $0.04       Services
Oct. 29/2008  1,120,000         Common      $0.05       Services
Dec. 31/2008    500,000         Common      $0.02       Services



                                       18
<PAGE>
Information  regarding our sales of our  unregistered  securities for the Fiscal
years ended December 31, 2008 and 2007, other then what is set forth above, has
been previously furnished in our Quarterly Reports on Form 10-Q and our Current
Reports on Form 8-K.

All of the above offerings and sales were deemed to be exempt under rule 506 of
Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited number of persons, all of whom were
accredited investors, business associates of our company or executive officers
of our company, and transfer was restricted by us in accordance with the
requirements of the Securities Act of 1933. In addition to representations by
the above-referenced persons, we have made independent determinations that all
of the above-referenced persons were accredited or sophisticated investors, and
that they were capable of analyzing the merits and risks of their investment,
and that they understood the speculative nature of their investment.
Furthermore, all of the above-referenced persons were provided with access to
our Securities and Exchange Commission filings.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Other than the Plans below, we maintain no other equity compensation plan
pursuant to which we may grant equity awards to eligible persons.

The following table summarizes our equity compensation plan information as of
December 31, 2008.

                                                                Number of Shares
                                                             Remaining Available
                                                             for Future Issuance
                     Number of Shares to                         Under Equity
                       Be Issued upon      Weighted-Average   Compensation Plans
                         Exercise of      Exercise Price of   (Excluding Shares
                         Outstanding     Outstanding Options,    Reflected in
                      Options, Warrants  Warrants and Rights      Column (a))
Plan Category(1)         and Rights)            (b)                  (c)
-------------------- ------------------- -------------------  ----------------

Equity Compensation
  plans approved by
  stockholders              N/A                  N/A                N/A
Equity Compensation
  plans not approved
  by stockholders        51,520,347             $0.33             14,480,000
      Total              51,520,347             $0.33             14,480,000

ITEM 6.  SELECTED FINANCIAL DATA

N/A

ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS



                                       19
<PAGE>
Some of the information contained in this Annual Report forward-looking
statements (within the meaning of the Private Securities Litigation Reform Act
of 1995) Some of the statements contained in this Annual Report on Form 10-KSB
(the "Annual Report") that are not historical facts are "forward-looking
statements" which can be identified by the use of terminology such as
"estimates," "projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions of strategy
that involve risks and uncertainties. We urge you to be cautious of the
forward-looking statements, that such statements, which are contained in this
Annual Report, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:

1. Our ability to attract and retain management, and to integrate and maintain
   technical information and management information systems;
2. Our ability to generate customer demand for our products;
3. The intensity of competition;  and
4. General economic conditions.

Overview

We provide a broad array of financial  products and services  including in depth
market information from all North American exchanges and many of the exchanges
in the Middle East. We seek to grow our subscriber base by expanding to other
geographic markets to meet the needs of our increasing subscriber base, to
diversify the subscriber revenue stream and to mitigate our exposure to regional
economic downturns.

During the twelve months ended December 31, 2008, we expanded our core products
to include advertising aimed at satisfying the needs of small, mid-sized and
large businesses with a desire to target specific demographics. This advertising
service is unique in that it is entwined within the financial products and
presented to the viewer for long periods during each business day.


Result of Operations for the twelve months ended December 31, 2008 and 2007

During the fiscal year ended  December 31, 2008, we saw revenue  increase  every
quarter.  Total revenues for fiscal 2008 were $6,075,031 which is a 19% increase
over  fiscal  2007 sales of  $5,093,225.  The  increase  in revenue is  directly
attributable to the increase in our advertising  revenue. We focused on building
our  advertising  business to provide a more  diversified  revenue model for our
future growth.  Subscription revenues decreased to $3,027,619 from $3,064,459 in
2007. That is a 1% decrease due to the international financial crisis during the
fourth quarter of 2008.

Our advertising revenue continued to grow at a fast pace in 2008. Advertising
revenues increased from $1,926,276 in 2007 to $2,851,003 in 2008, an increase of
48%. Due to the success of our advertising campaigns and the increased


                                       20
<PAGE>
visibility that our website is getting, our advertising programs are becoming
more marketable to the mid-size and larger companies with expanded marketing
budgets. Our advertising clients come from our direct marketing efforts. We
recognized $192,126 in E-Trax revenue compared to $88,846 in the prior year

Our cost of sales is  primarily  the cost to purchase  and  disseminate  the
financial  content we provide our  customers.  For the  calendar  year ended
December 31, 2008 the cost was  $1,854,268  compared to  $1,727,258 in 2007.
The  percentage  of cost of sales to  subscription  revenues was 61% in 2008
compared  to 56% in 2007 due  mainly  to  price  increases  from  the  major
financial content providers.  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 2009 we expect the
cost of sales  percentage  to  decline.  We also had $2,839 in other cost of
sales in 2008 compared to $5,377 in 2007.

We  have  contracted  with  two  companies  for the  services  of two of the
Company's  officers  and  directors.  These  companies  are not owned by the
officers but the compensation earned by them is to the future benefit of the
officers.  Under  the  terms  of the  contracts  entered  into in  2005  the
companies  are to continue  to receive a base  salary of  $240,000  each per
year.  The  contracts  also provide for annual  bonuses  equal to the annual
salary and for stock options based upon  performance  levels.  The companies
declined bonuses for 2007 and 2008.

The total compensation expense to these entities was $480,000 in 2008 and
$240,000 in 2007. The companies agreed to cancel $240,000 of the compensation
for 2007. Similarly, the related party cash compensation is expected to be
$480,000 in 2009.

We incurred  $1,127,880 in professional  fees in 2008  compared to $1,668,878 in
2007. $479,451 and $1,087,943 of this expense was paid in shares of our common
stock in 2008 and 2007, respectively. Professional fees include fees paid to
accountants, attorneys and investor relation firms. We had limited cash
available to pay our professional consultants in 2008, 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. We
hope to be able pay for more services with cash in 2009 so that we can reduce
the expense effect of this discounting.

We recorded  research and  development  expense of $468,884 for 2008 compared to
$439,456 in 2007. This expense reflects the cost of creating our digital media
promotions, website enhancements, and development staff. This is what keeps us
at the cutting edge of technology and ensures that our clients, both advertising
and our monthly subscribers have the latest in Internet products at their
disposal. The costs for research and development are expected to decline in
2009.

We expended $678,551 for marketing in 2008 compared to $4,511,673 in 2007.
This decrease from 2007 is due to our cancelled sports partnerships. Our cash
resources will determine how much we can spend on marketing for 2009 but do not
anticipate that it will increase substantially over 2008.




                                       21
<PAGE>
Our general and  administrative  expenses decreased by 59% in 2008 from $818,362
to $338,749. The decrease was primarily due to reduced rent and corporate costs.
We expect the our general and administrative costs will remain low in 2009.

We  realized a net income of  $834,369  for the year  ended  December  31,  2008
compared to a net loss of $4,574,003 for the year ended December 31, 2007.
Included in the net income for 2008 and the loss for 2007 was $770,113 and
$1,447,061 respectively as the value of options and shares issued for services.
Excluding these non-cash expenses, the net income for 2008 and loss for 2007
would have been $1,604,482 and $3,126,942, respectively. Due to our improved
cash position we hope to minimize the practice of issuing shares of stock for
services which will serve to also decrease our related party expense.

Liquidity and Capital Resources.

AlphaTrade has consistently been financed from raising capital through private
equity offerings. We were provided $197,500 of cash in 2008 compared to $456,500
of cash in financing activities in 2007. For the twelve months ended December
31, 2008 we used net cash of $582,574 compared to $525,660 for the
same period of 2007 in our operating activities. We had proceeds from investment
activity of $270,384 and $47,097 in 2008 and 2007, respectively.

We expect that our 2009 cash inflows from operations due to the continuing
difficulties in the world's financial markets. We expect that we will need to
raise approximately $1,000,000 from either increased advertising revenues, a
private placement of our common stock or a loan to meet our financial
obligations.

We are continually investigating acquisition targets and our stock may be
required as part of the consideration for any acquisition.

We currently have no material commitments for capital requirements. We believe
that our capital inflows and our equipment infrastructure is adequate to handle
the expected growth in 2009.

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

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS 160, "Noncontrolling interests in
Consolidated Financial Statements - an amendment of ARB No. 51". This Statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. This Statement is effective for fiscal
years beginning on or after December 15, 2008. Early adoption is not permitted.
Management is currently evaluating the effects of this statement, but it is not
expected to have any impact on the Company's financial statements.

In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial
Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing


                                       22
<PAGE>
an entity to irrevocably elect fair value as the initial and subsequent
measurement attribute for certain financial assets and financial liabilities,
with changes in fair value recognized in earnings as they occur. SFAS 159 also
requires an entity to report those financial assets and financial liabilities
measured at fair value in a manner that separates those reported fair values
from the carrying amounts of assets and liabilities measured using another
measurement attribute on the face of the statement of financial position.
Lastly, SFAS 159 requires an entity to provide information that would allow
users to understand the effect on earnings of changes in the fair value on those
instruments selected for the fair value election. SFAS 159 is effective for
fiscal years beginning after November 15, 2007 with early adoption permitted.
The Company is continuing to evaluate SFAS159 and to assess the impact on its
results of operations and financial condition if an election is made to adopt
the standard.

In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, "Fair Value Measurements" which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. Where applicable, SFAS No. 157 simplifies and codifies related
guidance within GAAP and does not require any new fair value measurements. SFAS
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. Earlier
adoption is encouraged. The Company does not expect the adoption of SFAS No. 157
to have a significant effect on its financial position or results of operation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 8.  FINANCIAL STATEMENTS

Financial  statements as of and for the fiscal years ended December 31, 2008 and
2007 been examined to the extent indicated in their report by Chisholm,
Bierwolf, Nilson & Morrill, LLC, independent certified public accountants, and
have been prepared in accordance with Generally Accepted Accounting Principles
and pursuant to Regulation S-K as promulgated by the SEC. The aforementioned
financial statements are included herein under Item 14 starting with page F-1.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.


ITEM 9A. CONTROLS AND PROCEDURES.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control system was designed to
provide reasonable assurance to our management and Board of Directors regarding
the preparation and fair presentation of published financial statements.



                                       23
<PAGE>
Our management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2008. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control--Integrated Framework Based on our
assessment we believe that, as of December 31, 2008, our internal control over
financial reporting were not effective based on those criteria. Management
determined that at December 31, 2008, the Company had a material weakness in its
internal control over financial reporting because it did not have sufficient
personnel with adequate knowledge, experience and training of United States
Generally Accepted Accounting Principles commensurate with the Company's
reporting requirements. This annual report does not include an attestation
report of the Company's registered accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by
the Company's registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission.

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 the 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 not 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. Management determined that due to the
lack of personnel with adequate knowledge, experience and training of United
States Generally Accepted Accounting Principles, the Company's disclosure
controls and procedures were not effective as of December 31, 2008.

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.

ITEM 9B. OTHER INFORMATION.

None

                                    PART III

ITEM 10. DIRECTORS,  EXECUTIVE OFFICERS, AND CORPORATE

The following table sets forth information regarding our directors and executive
officers as of December 31, 2008:

       Name         Age                    Position               Director Since
------------------- --- ----------------------------------------- --------------

Penny Perfect*      55     Founder, Chairman, Chief Executive      October 1999
                           Officer, President and Director
Gordon Muir         55     Founder, Chief Technology Officer and   October 1999
                           Director
Katharine Johnston* 55     Vice-President                          January 2005
                           Director
Lisa McVeigh*       45     Director                                January 2000

                                       24
<PAGE>
*  Member of the audit committee

The term of office of each director of the Company ends at the next annual
meeting of the Company's stockholders or when such director's successor is
elected and qualifies. No date for the annual meeting of stockholders is
specified in the Company's bylaws or has been fixed by the Board of Directors.

The following information sets forth the backgrounds and business experience of
the directors, executive officers and key employees:

PENNY PERFECT: Penny Perfect is the Chairman, Chief Executive Officer, President
and a Director of AlphaTrade.com. Ms. Perfect is also one of the founders of
AlphaTrade. During the past 20 years, Ms. Perfect has headed several companies
with full management responsibility which includes delivering on the company's
mission of enabling people and growing the businesses. Ms. Perfect first role in
business was a successful run as an independent stock broker. As a broker, Ms.
Perfect was involved in many aspects of investment products including
structuring and raising capital. Before joining AlphaTrade, Ms. Perfect served
as President of Worldwide Investment Network (WIN), a membership-based community
of investment executives. As President, Ms. Perfect was responsible for
providing investment banking and administration services to early stage
development companies. Ms. Perfect is a graduate of the University of Alberta.

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

KATHARINE JOHNSTON was appointed as a Director in January, 2005. As the
principal financial officer and VP-Business Operations of AlphaTrade Mrs.
Johnston oversees all AlphaTrade financial transactions and department heads, as
well as interagency relationships with accountants and lawyers. Mrs. Johnston
has been with AlphaTrade since its inception in 1999 and was appointed managing
director in January 2005 and VP-Business Operations in February, 2007. Prior to
AlphaTrade, Mrs. Johnston was a self-employed administrator and legal assistant
for over fifteen years. Knowledgeable in British Columbia securities and
regulatory issues, Mrs. Johnston sat on many financial boards and has vast
experience in the administration and management of public companies. Mrs.
Johnston attended the University of British Columbia.

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

Family Relationships

Penny Perfect, our CEO, President, Chairman and a member of our board of
directors, and Gordon Muir, our CTO and a member of our board of directors, are
married to each other and both are founding members of Alphatrade.com. There are
no other family relationships between any other Directors or executive Officers.


                                       25
<PAGE>
With the exception of the foregoing, none of the other directors and executive
officers are related by blood, marriage or adoption.

Board Committees

At this time, other then an audit committee, the board has no committees,
including nominating or compensation committee, but we intend to create such
committees following the annual meeting and election of directors.

Audit Committee

The members of the audit committee are Penny Perfect, Katharine Johnston and
Lisa McVeigh.

Code of Ethics

We adopted a Code of Ethics (the "Code of Ethics") applicable to our principal
executive, financial and accounting officer and persons performing similar
functions. In addition, the Code of Ethics applies to our employees, officers,
directors, agents and representatives. The Company's Code of Ethics is intended
to comply with the rules and regulations of the Securities and Exchange
Commission and the rules of the NASDAQ Stock Market. The Code of Ethics is
available, at no cost, from the Company upon written request to Katharine
Johnston, VP Business Development of AlphaTrade.Com, and a copy is annexed as
Exhibit 14 to the Company's Annual Report filed on Form 10-KSB with the SEC on
March 31, 2006.

Compliance with Section 16 of the Exchange Act.

Section 16(a) of the Exchange Act requires our directors, officers and persons
who own more than 10% of a registered class of our equity securities to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Directors, officers and greater than 10% shareholders are required
by SEC regulations to furnish us with copies of all Section 16(a) forms they
file. Based solely upon our review of the copies of such forms that we received
during the fiscal year ended December 31, 2008, 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.

Director Compensation

The following table sets forth with respect to the named director, compensation
information inclusive of equity awards and payments made in the fiscal year
ended December 31, 2008.












                                       26
<PAGE>
<TABLE>
<CAPTION>
                        Fees                                Change in
                       Earned                             Pension Value
                         or                  Non-Equity        and
                        Paid                 Incentive    Nonqualified
                         in   Stock  Option    Plan         Deferred       All Other
                        Cash  Awards Awards Compensation  Compensation   Compensation   Total
Name                    ($)    ($)    ($)       ($)         Earnings         ($)         ($)
(a)                     (b)    (c)    (d)       (e)            (f)         (g) (5)       (h)
--------------------- ------- ------ -----  ------------  -------------  ------------  --------
<S>                   <C>     <C>    <C>    <C>           <C>            <C>           <C>
Penny Perfect (1)       --     --     --            --            --            --        --
Gordon Muir (2)         --     --     --            --            --            --        --
Katharine Johnston (3)  --     --     --            --            --            --        --
Lisa McVeigh (4)        --     --     --            --            --            --        --
</TABLE>


       (1) Ms. Perfect appointed as a director of the Company effective as of
           October 21, 1999.
       (2) Mr. Muir appointed as a director of the Company effective as of
           October 21, 1999.
       (3) Ms. Johnston appointed as a director of the Company effective as of
           January 31, 2005.
       (4) Ms. McVeigh appointed as a director of the Company effective as of
           January 21, 2000.
       (5) With the exception of reimbursement of expenses incurred by our named
           executive officers during the scope of their employment, none of the
           named executive received any other compensation, perquisites,
           personal benefits in excess of $10,000.
       (6) See Executive Compensation table below for the total amount of
           compensation received by Ms. Perfect and Mr. Muir in their capacities
           as our executive officers.

Directors that are non-officers of the Company do not receive a cash retainer
annually nor do they receive any remuneration for attendance at a board meeting,
other than reimbursement for travel expenses.

ITEM 11. EXECUTIVE COMPENSATION

The following table provides certain summary information concerning compensation
awarded to, earned by or paid to our Chief Executive Officer and other named
executive officers and directors of our Company whose total annual salary and
bonus exceeded $100,000 (collectively, the "named officers") for fiscal years
ended December 31, 2008 and December 31, 2007.











                                       27
<PAGE>
                           SUMMARY COMPENSATION TABLE

                                                     Long-Term and Other
                 Annual Compensation                 Compensation
                 -------------------------------     --------------------------
                                                     Number of
Name and                                     Other   Securities    All Other
Principal         Fiscal                     Annual  Underlying    Compensation
Positions         Year   Salary(1)   Bonus   Comp    Options
---------------------------------------------------  ---------------------------
Penny Perfect     2008   $240,000
CEO & President   2007   $120,000             --     --          -----
Chairman

Gordon J. Muir    2008   $240,000
Chief Technical   2007   $120,000             --     --          -------
Officer

(1) We have contracted with two companies for the services of above noted
officers and directors. These companies are not owned by the officers but the
compensation earned by them is to the future benefit of the officers. The
management fees for 2008 are accrued and remain unpaid. With the exception of
reimbursement of expenses incurred by our named executive officers during the
scope of their consultancy none of the named executives received any other
compensation, perquisites, personal benefits in excess of $10,000.

In addition, we do not have either (i) a plan that provides for the payment of
retirement benefits, or benefits that will be paid primarily following
retirement, including but not limited to tax-qualified defined benefit plans,
supplemental executive retirement plans, tax-qualified defined contribution
plans and nonqualified defined contribution plans, nor (ii) any contract,
agreement, plan or arrangement, whether written or unwritten, that provides for
payment(s) to any of our named executive officers at, following, or in
connection with the resignation, retirement or other termination of any of our
named executive officers, or in connection with the change in control of our
company or a change in any of our named executive officers' responsibilities
following a change in control, with respect to each of our named executive
officers.

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information with respect concerning unexercised
options; stock that has not vested; and equity incentive plan awards for each of
our named executive officers outstanding as of the end of our to grants of
options to purchase our common stock under our Stock Incentive Plan to the named
executive officers during the fiscal year ended December 31, 2008.











                                       28
<PAGE>
<TABLE>
<CAPTION>
                            Option Awards                                               Stock Awards
----------------------------------------------------------------------------  ---------------------------------
                                                                                           Equity     Equity
                                                                                         Incentive  Incentive
                                                                                           Plan    Plan Awards:
                                                                                  Market  Awards:  Market or
                                        Equity                                    Value   Number    Payout
                                      Incentive                                     of      of      Value
                                         Plan                                     Shares Unearned     of
                                       Awards:                          Number      or    Shares,  Unearned
                                        Number                         of Shares  Units  Units or   Shares,
           Number of     Number of        of                           or Units     of   Other     Units or
           Securities    Securities   Securities                       of Stock   Stock  Rights     Other
           Underlying    Underlying   Underlying                        That      That    That      Rights
          Unexercised   Unexercised  Unexercised   Option               Have      Have    Have     That Have
            Options       Options      Unearned   Exercise    Option     Not      Not      Not       Not
              ($)           ($)        Options     Price   Expiration  Vested    Vested  Vested     Vested
Name      Exercisable  Unexercisable     (#)        ($)       Date      ($)       ($)      (#)        ($)
------------------------------------------------------------------------------   ------- --------- ------------
<S>       <C>          <C>           <C>          <C>      <C>         <C>       <C>     <C>       <C>
Penny     14,500,000   750,000       --           $0.42    --          --        --      --        --
  Perfect
Gordon
  Muir    14,500,000   750,000       --           $0.42    --          --        --      --        --
</TABLE>

Employment Agreements

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

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

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

         (c) In addition, when AlphaTrade reaches gross annual revenue of
$10,000,000 AlphaTrade will grant an option to purchase two million five hundred
thousand (2,500,000) common shares of AlphaTrade's restricted common stock with
an exercise price of $0.40 per share.

         (d) Cash Bonus. For each full fiscal year beginning January 1, 2006,
the consultants will be eligible to earn an annual cash bonus in such amount as
shall be determined by the Board of Directors based on the achievement by the
Company of performance goals established by Management for each such fiscal


                                       29
<PAGE>
year, which may include targets related to the earnings before interest, taxes,
depreciation and amortization ("EBITDA") of the Company; provided, that the
Annual Bonus shall be no less than the annual base compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain  information  concerning  the  stock
ownership as of March 31, 2009, 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 our executive officer or director during the
fiscal year ended December 31, 2008, and by our directors and executive officers
as a group.
                                           Shares
                                       Beneficially
Name of Beneficial Owner               Owned(1)                Percent (2)

Penny Perfect                          22,941,620 (3)          33%
c/o AlphaTrade.com
Suite 116 - 930 West 1st Street
North Vancouver, B.C.

Gordon Muir                            22,716,320 (4)          33%
c/o AlphaTrade.com
Suite 116 - 930 West 1st Street
North Vancouver, B.C.

Katharine Johnston                        none
c/o AlphaTrade.com Suite 116 -
930 West 1st Street North
Vancouver, B.C.

Lisa McVeigh                              none
c/o AlphaTrade.com Suite 116 -
930 West 1st Street North
Vancouver, B.C.

All current directors and named        45,657,940              66%
officers as a group (3 in all)

(1)  The shares are held in various private companies in which the officer may
     or may not hold a minority interest. Ms. Perfect and Mr. Muir are spouses.
     Accordingly, each spouse's holdings may also be deemed to be beneficially
     owned by the other.
(2)  Percentage ownership is based upon 54,076,023 shares of common stock
     outstanding on December 31, 2008 and is calculated separately for each
     person on the basis of the actual number of outstanding shares beneficially
     owned as of December 31, 2008 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 A Series preferred
     Shares and 10,000,000 shares to be issued upon the conversion of B series
     preferred shares.
(4)  Includes direct and indirect ownership of common shares and includes
     5,000,000 shares to be issued upon the conversion of A Series preferred
     shares and 10,000,000 shares to be issued upon the conversion of B series
     preferred shares.

                                       30
<PAGE>
                            Equity Compensation Table

The following table summarizes our equity compensation plan information as of
December 31, 2008.

                                                                Number of Shares
                                                             Remaining Available
                                                             for Future Issuance
                    Number of Shares to                         Under Equity
                       Be Issued upon     Weighted-Average   Compensation Plans
                         Exercise of     Exercise Price of   (Excluding Shares
                         Outstanding    Outstanding Options,    Reflected in
                     Options, Warrants  Warrants and Rights      Column (a))
Plan Category(1)         and Rights)           (b)                   (c)
--------------------  ----------------  -------------------  -------------------
Equity Compensation
  plans approved
  by stockholders           N/A                   N/A               N/A
Equity Compensation
  plans not approved
  by stockholders        51,520,347             $0.33             14,480,000
       Total             51,520,347             $0.33             14,480,000

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

Certain Relationships  And  Related  Transactions:   Transactions  With  Related
Persons, Promoters And Certain Control Persons

During the year ended December 31, 2008, two companies owned for the benefit of
the two officers of the Company accrued management fees of $480,000 which was
recorded as related party compensation.

During the year ended December 31, 2007, two companies owned for the benefit of
the two officers of the Company accrued management fees of $240,000 which was
recorded as related party compensation.


Related party payables at December 31, 2008 consisted of the following:

                           Officer bonuses              $   78,000
                           Officer accrued wages        $  578,330
                           Loan advances                $2,089,932
                                                        ----------
                                                        $2,746,262
                                                        ==========

There have not been any other transactions or proposed transactions during the
fiscal years ended December 31, 2008 and 2007, to which we were or is are to be
a party, in which our officers, directors or nominees had or are to have a
direct or indirect material interest.

Review, Approval or Ratification of Transactions with Related Persons

We believe that the terms of all of the above transactions are commercially
reasonable and no less favorable to us than we could have obtained from an

                                       31
<PAGE>
unaffiliated third party on an arm's length basis. Our policy requires that all
related parties recuse themselves from negotiating and voting on behalf of our
company in connection with related party transactions.

Parents

Not applicable

Promoter and Certain Control Persons

Not applicable.

CORPORATE GOVERNANCE

Board Determination of Independence
-----------------------------------

Our board of directors has determined that Lisa McVeigh is "independent" as that
term is defined by the National Association of Securities Dealers Automated
Quotations ("NASDAQ"). Under the NASDAQ definition, an independent director is a
person who (1) is not currently (or whose immediate family members are not
currently), and has not been over the past three years (or whose immediate
family members have not been over the past three years), employed by the
company; (2) has not (or whose immediate family members have not) been paid more
than $60,000 during the current or past three fiscal years; (3) has not (or
whose immediately family has not) been a partner in or controlling shareholder
or executive officer of an organization which the company made, or from which
the company received, payments in excess of the greater of $200,000 or 5% of
that organizations consolidated gross revenues, in any of the most recent three
fiscal years; (4) has not (or whose immediate family members have not), over the
past three years been employed as an executive officer of a company in which an
executive officer of AlphaTrade has served on that company's compensation
committee; or (5) is not currently (or whose immediate family members are not
currently), and has not been over the past three years (or whose immediate
family members have not been over the past three years) a partner of
AlphaTrade's outside auditor. A director who is, or at any time during the past
three years, was employed by the Company or by any parent or subsidiary of the
Company, shall not be considered independent.

Board of Directors Meetings and Attendance
------------------------------------------

The Board of Directors has responsibility for establishing broad corporate
policies and reviewing our overall performance rather than day-to-day
operations. The primary responsibility of our Board of Directors is to oversee
the management of our company and, in doing so, serve the best interests of the
company and our stockholders. The Board of Directors selects, evaluates and
provides for the succession of executive officers and, subject to stockholder
election, directors. It reviews and approves corporate objectives and
strategies, and evaluates significant policies and proposed major commitments of
corporate resources. Our Board of Directors also participates in decisions that
have a potential major economic impact on our company. Management keeps the
directors informed of company activity through regular communication, including
written reports and presentations at Board of Directors and committee meetings.



                                       32
<PAGE>
We have no formal policy regarding director attendance at the annual meeting of
stockholders, although all directors are expected to attend the annual meeting
of stockholders if they are able to do so. The board of directors held
approximately 13 meetings in 2008 either in person or telephonic. During both
all of the board meetings, all four board members were present, either by person
or on the telephone in the case of the telephonic meetings.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed to us by Chisholm, Bierwolf &
Nilson, LLC for professional services rendered for the fiscal years ended
December 31, 2008 and December 31, 2007:

             Fee Category          Fiscal 2008 Fees   Fiscal 2007 Fees
      -------------------------    ----------------   ----------------
      Audit Fees                   $27,940.00          $28,376.00
      Audit-Related Fees                --                 --
      Tax Fees                          --
      All Other Fees                    --                 --
                                   ----------          ----------
      Total Fees                   $27,940.00          $28,376.00

Audit Fees. Consists of fees billed for professional services rendered for the
audit of our financial statements and review of the interim financial statements
included in quarterly reports and services that are normally provided by
Chisholm, Bierwolf & Nilson, LLC 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.















                                       33
<PAGE>













                                 ALPHATRADE.COM

                              FINANCIAL STATEMENTS

                           December 31, 2008 and 2007







































                                       F-1

<PAGE>
                                 C O N T E N T S



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

Balance Sheets....................................................... F-4

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

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

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

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










































                                       F-2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
AlphaTrade.com
Vancouver, BC Canada

We have audited the accompanying  balance sheets of  AlphaTrade.com  at December
31, 2008 and 2007 and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years then ended . 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  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
controls over financial reporting.  Our audit included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. 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,
2008 and 2007 and the results of its operations and its cash flows for the years
then ended 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 9 to the
financial statements,  the Company has negative cash-flows from operations and 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 9. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 30, 2009






              PCAOB Registered, Members of AICPA, CPCAF and UACPA


                                      F-3
<PAGE>
                                 ALPHATRADE.COM
                                 Balance Sheets

                                     ASSETS
                                     ------
                                                     December 31, December 31,
                                                         2008          2007
                                                     ------------ ------------
CURRENT ASSETS

 Cash                                                $    55,650  $   153,760
 Accounts receivable, net                              1,172,064       28,047
 Marketable securities-available for sale              1,558,876      658,858
 Marketable securities-available for sale
   related party                                           2,093        5,232
 Prepaid expenses                                          1,000          750
                                                     -----------  -----------
      Total Current Assets                             2,789,683      846,647
                                                     -----------  -----------
PROPERTY AND EQUIPMENT, net                               45,776       45,633
                                                     -----------  -----------
OTHER ASSETS

 Investments, at cost                                          -      300,000
                                                     -----------  -----------
      TOTAL ASSETS                                   $ 2,835,459  $ 1,192,280
                                                     ===========  ===========





























   The accompanying notes are an integral part of these financial statements.
                                       F-4
<PAGE>
                                 ALPHATARADE.COM
                                 Balance Sheets

                 LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
                 ---------------------------------------------
                                                     December 31, December 31,
                                                         2008          2007
                                                     ------------ ------------
CURRENT LIABILITIES
 Accounts payable and accrued expenses               $ 2,161,854  $ 2,404,822
 Related party payables                                2,746,262    2,190,414
 Deferred revenues                                       737,010    1,130,178
                                                     -----------  -----------
      Total Current Liabilities                        5,645,126    5,725,414
                                                     -----------  -----------
TOTAL LIABILITIES                                      5,645,126    5,725,414
                                                     -----------  -----------
COMMITMENTS AND CONTINGENCIES                                  -            -

STOCKHOLDERS' (DEFICIT)

 Preferred shares: $0.001 par value, 10,000,000
  shares authorized: 2,000,000 Class A and
  2,000,000 Class B shares issues and outstanding          4,000        4,000
 Common shares: $0.001 par value, 100,000,000
  shares authorized: 54,076,023 and 48,589,773
  shares issues and outstanding, respectively             54,076       48,590
 Stock subscription payable                               45,080       28,500
 Additional paid-in capital                           33,681,184   32,719,057
 Accumulated other comprehensive income               (1,742,626)  (1,647,531)
 Accumulated deficit                                 (34,851,381) (35,685,750)
                                                     -----------  -----------
      Total Stockholders' (Deficit)                   (2,809,667)  (4,533,134)
                                                     -----------  -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)  $ 2,835,459  $ 1,192,280
                                                     ===========  ===========




















   The accompanying notes are an integral part of these financial statements.
                                       F-5
<PAGE>
                                 ALPHATRADE.COM
         Statements of Operations and Other Comprehensive Income (Loss)

                                                         For the Years Ended
                                                             December 31,
                                                      -------------------------
                                                          2008         2007
                                                      ------------ ------------
REVENUES
 Subscription revenue                                 $ 3,027,619  $ 3,064,459
 Advertising revenue                                    2,851,003    1,926,276
 Other revenue                                            196,409      102,490
                                                      -----------  -----------
    Total Revenues                                      6,075,031    5,093,225
                                                      -----------  -----------
COST OF SALES
 Financial content                                      1,854,268    1,727,258
 Other cost of sales                                        2,839        5,377
                                                      -----------  -----------
    Total Cost of Sales                                 1,857,107    1,732,635
                                                      -----------  -----------
GROSS PROFIT                                            4,217,924    3,360,590
                                                      -----------  -----------
OPERATING EXPENSES
 Management expense                                       480,000      240,000
 Professional fees                                      1,127,880    1,668,878
 Research and development                                 468,884      439,456
 Marketing expense                                        678,551    4,511,673
 General and administrative                               338,749      818,362
                                                      -----------  -----------
    Total Operating Expenses                            3,094,064    7,678,369
                                                      -----------  -----------
INCOME (LOSS) FROM OPERATIONS                           1,123,860   (4,317,779)
                                                      -----------  -----------
OTHER INCOME (EXPENSE)
 Realized gains (losses) on sale of
      marketable securities                              (223,068)     (44,223)
 Gain on settlement of debt                               307,974            -
 Interest expense                                        (374,397)    (212,001)
                                                      -----------  -----------
    Total Other Income (Expense)                         (289,491)    (256,224)
                                                      -----------  -----------
NET INCOME (LOSS) BEFORE INCOME TAXES                     834,369   (4,574,003)

INCOME TAX EXPENSE                                              -            -
                                                      -----------  -----------










   The accompanying notes are a integral part of these financials statements.
                                       F-6
<PAGE>
                                 ALPHATRADE.COM
         Statements of Operations and Other Comprehensive Income (Loss)
                                  (Continued)

                                                         For the Years Ended
                                                             December 31,
                                                      -------------------------
                                                          2008         2007
                                                      ------------ ------------
NET INCOME (LOSS)                                     $   834,369  $(4,574,003)
                                                      ===========  ===========
OTHER COMPREHENSIVE INCOME (LOSS)                     $   (95,095) $  (929,671)

TOTAL COMPREHENSIVE INCOME (LOSS)                     $   739,274  $(5,503,674)
                                                      ===========  ===========
BASIC EARNINGS (LOSS) PER SHARE                       $      0.02  $     (0.09)
                                                      ===========  ===========
FULLY DILUTED INCOME (LOSS) PER SHARE                 $      0.01  $     (0.09)
                                                      ===========  ===========
BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING    51,175,987   48,589,773
                                                      ===========  ===========
FULLY DILUTED WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                                81,175,987   48,589,773
                                                      ===========  ===========
































   The accompanying notes are a integral part of these financials statements.
                                       F-7
<PAGE>
                                 ALPHATRADE.COM
                      Statements of Stockholders' (Deficit)
<TABLE>
<S>                  <C>       <C>    <C>        <C>     <C>         <C>          <C>           <C>           <C>
                     Preferred Stock     Common Stock    Additional     Stock       Other                        Total
                     ---------------- ------------------ Paid-In     Subscription Comprehensive Accumulated   Stockholders'
                      Shares   Amount   Shares   Amount   Capital    Receivable      Income       Deficit       Equity
                     --------- ------ ---------- ------- ----------- ----------   ------------- ------------- --------------
Balance,
 December 31, 2006   4,000,000 $4,000 40,425,027 $40,425 $30,853,661 $ (30,000)   $   (717,860) $(31,111,747) $    (961,521)
Common stock issued
 for cash at $0.18 per share -      -  2,287,500   2,288     454,212    28,500               -             -        485,000
Common stock issued
 for services at
 $0.20 per share             -      -  5,877,246   5,877   1,052,066         -               -             -      1,057,943
Value of stock
 purchase warrants
 granted                     -      -          -       -     207,728         -               -             -        207,728
Value of stock
 options issued
 under the 2007
 stock option plan           -      -          -       -     131,540         -               -             -        131,540
Contributed capital          -      -          -       -      19,850         -               -             -         19,850
Amortization of
 prepaid expense             -      -          -       -           -    30,000               -             -         30,000
Net income for the
 year ended December
 31, 2007                    -      -          -       -           -         -        (929,671)   (4,574,003)    (5,503,674)
                     --------- ------ ---------- ------- ----------- ---------    ------------  ------------  -------------
Balance,
 December 31, 2007   4,000,000  4,000 48,589,773  48,590  32,719,057    28,500      (1,647,531)  (35,685,750)    (4,533,134)
Common stock issued
 for cash at $0.15
 and $0.20 per share         -      -  1,075,000   1,075     196,425    16,580               -             -        214,080
Common stock issued
 for services at $0.02
 to $0.21 per share          -      -  4,411,250   4,411     475,040         -               -             -        479,451
Value of stock
 purchase warrants
 vested                      -      -          -       -      25,652         -               -             -         25,652
Value of stock options
 issued under stock
 option plans                -      -          -       -     265,010         -               -             -        265,010
Net income for the
 year ended
 December 31, 2008           -      -          -       -           -         -         (95,095)      834,369        739,274
                     --------- ------ ---------- ------- ----------- ---------    ------------  ------------  -------------
Balance,
 December 31, 2008   4,000,000 $4,000 54,076,023 $54,076 $33,681,184 $  45,080    $ (1,742,626) $(34,851,381) $  (2,809,667)
                     ========= ====== ========== ======= =========== =========    ============  ============  =============
</TABLE>





   The accompanying notes are a integral part of these financials statements.
                                       F-8
<PAGE>
                                 ALPHATRADE.COM
                            Statements of Cash Flows
                                                         For the Year Ended
                                                             December 31,
                                                    ---------------------------
                                                         2008          2007
CASH FLOWS FROM OPERATING ACTIVITIES                ------------- -------------
Net income (loss)                                  $    834,369  $ (4,574,003)
 Adjustments to reconcile net income (loss) to
  net cash used by operating activities:
   Depreciation expense                                   18,435        15,614
   Value of stock options and warrants granted           290,662       359,118
   Loss on sale of investments                           223,068        44,223
   Gain on settlement of debt                           (307,974)            -
   Investments received as payment for accounts
      receivable                                      (1,204,004)   (1,724,320)
   Common stock issued for services                      479,451     1,087,943
 Changes in operating assets and liabilities:
   Changes in accounts receivable                     (1,144,017)       36,719

   Changes in prepaid expenses                              (250)        6,398
   Changes in deferred revenues                         (393,168)      888,846
   Changes in related party payables                     555,848     1,476,119
   Changes in accounts payable and accrued expenses       65,006     1,857,683
                                                    ------------  ------------
      Net Cash Used in Operating Activities             (582,574)     (525,660)
                                                    ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Sale of securities                                      288,962        70,794
 Purchase of fixed assets                                (18,578)      (23,697)
                                                    ------------  ------------
      Net Cash Provided by Investing Activities          270,384        47,097
                                                    ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Common stock issued for cash                            197,500       456,500
 Stock subscriptions payable                              16,580        28,500
                                                    ------------  ------------
       Net Cash Provided by Financing Activities         214,080       485,000
                                                    ------------  ------------
    NET DECREASE IN CASH                                 (98,110)        6,437
    CASH AT BEGINNING OF PERIOD                          153,760       147,323
                                                    ------------  ------------
    CASH AT END OF PERIOD                           $     55,650  $    153,760
                                                    ============  ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
    CASH PAID FOR:
       Interest                                     $     64,513  $    212,001
       Income Taxes                                 $          -  $          -

NON CASH INVESTING AND FINANCING ACTIVITIES:
   Common stock issued for services                 $    479,451  $  1,087,943
   Value of stock options and warrants vested       $    290,662  $    359,118
   Increase of investments from non-cash receipt of
          advertising revenues                      $  1,501,911  $  1,724,320

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

                                       F-9
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         a. Organization and Business Activities

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

         b. Depreciation

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

         c. Accounting Method

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

         d. Cash and Cash Equivalents

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

         e. Estimates

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








                                      F-10
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

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

         f. Concentrations of Credit Risk

         The Company  maintains  its cash in one  commercial  account at a major
         financial institution. Although the financial institution is considered
         creditworthy  and has not  experienced  any losses on its deposits,  at
         December 31, 2008 and 2007, the Company's cash balance exceeded Federal
         Deposit Insurance  Corporation  (FDIC) limits by approximately $-0- and
         $53,000. The Company's  advertising revenues are often collected in the
         form of marketable  securities  which are subject to limited  liquidity
         and fluctuations in price.

         g. Income Taxes

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

         h. Revenue Recognition and Deferred Revenue

         The Company follows the guidance of SAB 104 in recognizing subscription
         fees  revenue  and  advertising  revenue  when the  services  have been
         provided.  Revenues are recognized  when they are realized,  realizable
         and  earned.  Revenues  are  recognized  over  the  term  of  contract.
         Advertising  revenues are often earned under contracts extending beyond
         a financial  reporting  period.  The  Company  generally  receives  its
         monthly subscriptions in the month prior to the service being provided.
         Accordingly the Company had deferred revenue of $737,010 and $1,130,178
         at December 31, 2008 and 2007, respectively. Cost of sales is comprised
         of data feed expenses  charged by various stock market  exchanges.  The
         Company had no customer  which  accounted for 10% of the revenue during
         the years ended December 31, 2008 and 2007.

         The Company occasionally licenses its technology to some customers. The
         Company  recognizes  its license  revenue over the term of the license.
         The Company also develops modified products for customers.  The Company
         recognizes development revenue as the services are performed.

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




                                      F-11
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

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

         i. Recently Issued Accounting Pronouncements

         In June  2008,  the  FASB  issued  FASB  Staff  Position  EITF  03-6-1,
         Determining   Whether   Instruments   Granted  in  Share-Based  Payment
         Transactions Are  Participating  Securities,  ("FSP EITF 03-6-1").  FSP
         EITF  03-6-1  addresses  whether  instruments  granted  in  share-based
         payment transactions are participating securities prior to vesting, and
         therefore need to be included in the  computation of earnings per share
         under the two-class  method as described in FASB Statement of Financial
         Accounting  Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is
         effective for financial statements issued for fiscal years beginning on
         or after December 15, 2008 and earlier  adoption is prohibited.  We are
         not required to adopt FSP EITF  03-6-1;  neither do we believe that FSP
         EITF 03-6-1 would have material  effect on our  consolidated  financial
         position and results of operations if adopted.

         In May 2008, the Financial  Accounting  Standards Board ("FASB") issued
         SFAS  No.  163,   "Accounting   for   Financial   Guarantee   Insurance
         Contracts-and  interpretation  of FASB  Statement No. 60". SFAS No. 163
         clarifies  how  Statement 60 applies to financial  guarantee  insurance
         contracts, including the recognition and measurement of premium revenue
         and  claims   liabilities.   This  statement  also  requires   expanded
         disclosures about financial guarantee insurance contracts. SFAS No. 163
         is effective for fiscal years  beginning on or after December 15, 2008,
         and interim  periods within those years.  SFAS No. 163 has no effect on
         the Company's  financial  position,  statements of operations,  or cash
         flows at this time.

         In May 2008, the Financial  Accounting  Standards Board ("FASB") issued
         SFAS  No.  162,  "The  Hierarchy  of  Generally   Accepted   Accounting
         Principles".  SFAS No. 162 sets forth the level of authority to a given
         accounting  pronouncement or document by category. Where there might be
         conflicting  guidance  between two categories,  the more  authoritative
         category will prevail. SFAS No. 162 will become effective 60 days after
         the SEC approves the PCAOB's  amendments to AU Section 411 of the AICPA
         Professional  Standards.  SFAS No.  162 has no effect on the  Company's
         financial  position,  statements of  operations,  or cash flows at this
         time.

         In March 2008,  the  Financial  Accounting  Standards  Board,  or FASB,
         issued SFAS No.  161,  Disclosures  about  Derivative  Instruments  and
         Hedging  Activities--an  amendment  of FASB  Statement  No.  133.  This
         standard requires  companies to provide enhanced  disclosures about (a)
         how and why an entity uses derivative  instruments,  (b) how derivative
         instruments  and related hedged items are accounted for under Statement
         133 and its related interpretations, and (c) how derivative instruments
         and  related  hedged  items  affect  an  entity's  financial  position,
         financial performance,  and cash flows. This Statement is effective for
         financial  statements  issued  for  fiscal  years and  interim  periods


                                      F-12
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

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

         i.  Recently Issued Accounting Pronouncements (Continued)

         beginning after November 15, 2008, with early  application  encouraged.
         The Company has not yet adopted  the  provisions  of SFAS No. 161,  but
         does not expect it to have a material impact on its financial position,
         results of operations or cash flows.

         In December  2007, the SEC issued Staff  Accounting  Bulletin (SAB) No.
         110 regarding the use of a "simplified" method, as discussed in SAB No.
         107 (SAB 107),  in  developing  an estimate of expected  term of "plain
         vanilla" share options in accordance with SFAS No. 123 (R), Share-Based
         Payment.  In  particular,  the staff  indicated in SAB 107 that it will
         accept a company's election to use the simplified method, regardless of
         whether the company has  sufficient  information  to make more  refined
         estimates of expected  term. At the time SAB 107 was issued,  the staff
         believed  that  more  detailed  external   information  about  employee
         exercise behavior (e.g.,  employee exercise patterns by industry and/or
         other  categories  of  companies)  would,  over  time,  become  readily
         available to companies.  Therefore, the staff stated in SAB 107 that it
         would  not  expect a company  to use the  simplified  method  for share
         option grants after December 31, 2007. The staff  understands that such
         detailed information about employee exercise behavior may not be widely
         available by December 31, 2007. Accordingly, the staff will continue to
         accept, under certain  circumstances,  the use of the simplified method
         beyond  December 31, 2007.  The Company  currently  uses the simplified
         method for "plain vanilla" share options and warrants,  and will assess
         the impact of SAB 110 for fiscal  year 2009.  It is not  believed  that
         this will have an impact on the Company's financial  position,  results
         of operations or cash flows.

         In  December  2007,  the  FASB  issued  SFAS  No.  160,  Noncontrolling
         Interests in Consolidated Financial Statements--an amendment of ARB No.
         51. This statement amends ARB 51 to establish  accounting and reporting
         standards for the  noncontrolling  interest in a subsidiary and for the
         deconsolidation  of a subsidiary.  It clarifies  that a  noncontrolling
         interest in a subsidiary is an ownership  interest in the  consolidated
         entity that should be reported as equity in the consolidated  financial
         statements.  Before this statement was issued, limited guidance existed
         for  reporting  noncontrolling  interests.  As a  result,  considerable
         diversity  in  practice  existed.  So-called  minority  interests  were
         reported  in  the  consolidated  statement  of  financial  position  as
         liabilities or in the mezzanine section between liabilities and equity.
         This statement  improves  comparability  by eliminating that diversity.
         This  statement  is effective  for fiscal  years,  and interim  periods
         within those  fiscal  years,  beginning  on or after  December 15, 2008
         (that is,  January 1, 2009,  for  entities  with  calendar  year-ends).
         Earlier adoption is prohibited. The effective date of this statement is
         the same as that of the  related  Statement  141  (revised  2007).  The
         Company will adopt this  Statement  beginning  March 1, 2009. It is not


                                      F-13
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

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

         i.  Recently Issued Accounting Pronouncements (Continued)

         believed  that this will  have an  impact  on the  Company's  financial
         position, results of operations or cash flows.

         In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
         Combinations.'This  Statement replaces FASB Statement No. 141, Business
         Combinations,  but retains the  fundamental  requirements  in Statement
         141. This Statement establishes principles and requirements for how the
         acquirer:  (a) recognizes and measures in its financial  statements the
         identifiable  assets  acquired,   the  liabilities   assumed,  and  any
         noncontrolling  interest in the acquiree;  (b)  recognizes and measures
         the  goodwill  acquired in the  business  combination  or a gain from a
         bargain  purchase;  and (c) determines what  information to disclose to
         enable  users of the  financial  statements  to evaluate the nature and
         financial effects of the business  combination.  This statement applies
         prospectively  to business  combinations for which the acquisition date
         is on or after the  beginning  of the  first  annual  reporting  period
         beginning on or after  December  15,  2008.  An entity may not apply it
         before that date.  The effective  date of this statement is the same as
         that of the related FASB Statement No. 160, Noncontrolling Interests in
         Consolidated   Financial  Statements.   The  Company  will  adopt  this
         statement  beginning  March 1, 2009.  It is not believed that this will
         have  an  impact  on  the  Company's  financial  position,  results  of
         operations or cash flows.

         In February 2007, the FASB,  issued SFAS No. 159, The Fair Value Option
         for Financial  Assets and  Liabilities--Including  an Amendment of FASB
         Statement No. 115. This standard permits an entity to choose to measure
         many financial  instruments and certain other items at fair value. This
         option is available to all entities.  Most of the provisions in FAS 159
         are elective;  however,  an amendment to FAS 115 Accounting for Certain
         Investments in Debt and Equity Securities  applies to all entities with
         available  for sale or  trading  securities.  Some  requirements  apply
         differently to entities that do not report net income.  SFAS No. 159 is
         effective  as of the  beginning  of an entities  first fiscal year that
         begins after  November 15, 2007.  Early adoption is permitted as of the
         beginning of the previous  fiscal year  provided  that the entity makes
         that  choice in the first 120 days of that  fiscal year and also elects
         to apply the  provisions of SFAS No. 157 Fair Value  Measurements.  The
         Company  adopted SFAS No. 159 beginning  March 1, 2008. The adoption of
         this  pronouncement  did not have an impact on the Company's  financial
         position, results of operations or cash flows.

         In  September   2006,   the  FASB  issued  SFAS  No.  157,  Fair  Value
         Measurements This statement defines fair value, establishes a framework
         for measuring fair value in generally  accepted  accounting  principles
         (GAAP),  and expands  disclosures about fair value  measurements.  This
         statement applies under other accounting pronouncements that require or


                                      F-14
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

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

         i.  Recently Issued Accounting Pronouncements (Continued)

         permit fair value measurements,  the Board having previously  concluded
         in those  accounting  pronouncements  that fair  value is the  relevant
         measurement attribute. Accordingly, this statement does not require any
         new  fair  value  measurements.   However,   for  some  entities,   the
         application  of this  statement  will  change  current  practice.  This
         statement is effective for financial statements issued for fiscal years
         beginning  after  November 15, 2007,  and interim  periods within those
         fiscal years.  Earlier  application  is  encouraged,  provided that the
         reporting  entity  has not yet  issued  financial  statements  for that
         fiscal  year,  including  financial  statements  for an interim  period
         within that fiscal year. The Company  adopted this  statement  March 1,
         2008. The adoption of this  pronouncement did not have an impact on the
         Company's financial position, results of operations or cash flows.

         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, 2008 and 2007 was $204,167 and $403,308, respectively.

         k. Stock Options

         In April 2005,  the Company  adopted the  provisions  of  Statement  of
         Financial  Accounting  Standards No. 123R.  The Company has adopted the
         fair  value  based  method  of  accounting  for  stock-based   employee
         compensation  in  accordance  with  Statement of  Financial  Accounting
         Standards  Number  123  (REVISED  2004),  "Share-Based  Payment"  (SFAS
         123[R]).  The Company uses the  Black-Scholes  valuation model to value
         and record  expenses  relative to share based payments when granted and
         vested.

         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,  2008 and 2007,  the  Company's  accounts
         payable included  $611,237 and $385,843,  respectively,  due to various
         markets and quotation services.

         m. Accounts Receivable and Bad Debts

         The Company estimates bad debts utilizing the allowance  method,  based
         upon past  experience  and current market  conditions.  At December 31,
         2008 and 2007, the Company had an allowance for bad debts of $3,450 and
         $3,450, respectively.




                                      F-15
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

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

         n. Marketable Securities-Available for Sale

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

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

          Marketable Securities-Available for Sale are as follows:
                  Balance, December 31, 2006          $   284,458
                  Marketable securities received
                   for services in 2007                 1,724,320
                  Realized gains and losses               (44,223)
                  Unrealized gains and losses          (1,300,465)

                  Balance, December 31, 2007          $   664,090
                  Marketable securities received
                   for services in 2008                 1,201,911
                  Transfer of investments at cost         300,000
                  Realized gains and losses              (223,068)
                  Unrealized gains and losses            (384,057)

                  Balance, December 31, 2008          $ 1,558,876

                  Marketable Securities-Available
                   for Sale                           $ 1,556,783
                  Marketable Securities-Available
                   for sale-related party                   2,093

                  Balance, December 31, 2008          $ 1,558,876

         o. Fair Value of Financial Instruments

         The  Company's  financial   instruments  as  defined  by  Statement  of
         Financial Accounting  Standards No. 107,  "Disclosures about Fair Value
         of Financial Instruments," include cash, trade accounts receivable, and
         accounts  payable and accrued  expenses.  All instruments are accounted
         for on a historical  cost basis,  which,  due to the short  maturity of
         these financial  instruments,  approximates  fair value at December 31,
         2008 and December 31, 2007.



                                      F-16
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

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

         o. Fair Value of Financial Instruments (Continued)

         The Company  also  follows the  provisions  of  Statement  of Financial
         Accounting Standards No. 157 with respect to its marketable securities.
         The disclosures of required under its provisions are as follows:

         Assets measured at fair value on a recurring basis:

                                                        December 31, 2008
               Trading securities                          $1,560,969
                                                           ==========
          Quoted Prices in Active Markets
            for identical assets                           $1,560,969
          Significant Other Observable Inputs                       -
          Significant Unobservable Inputs                           -

          Total                                            $1,560,969
                                                           ==========
            Assets measured at fair value on a non recurring basis:

          Long lived assets held and used                  $   45,776
                                                           ==========
          Quoted Prices in Active Markets
            for identical assets                           $        -
          Significant Other Observable Inputs                  45,776
          Significant Unobservable Inputs                           -
                                                           ----------
          Total                                            $   45,776
                                                           ----------

         p. Investments

         The Company  accounts for its investment in non  marketable  securities
         using the cost method  because the shares held are less than 20% of the
         outstanding  shares of the  investee.  The  investment  was received as
         compensation  for  advertising  services  performed  during  2007.  The
         Company   evaluates  its  cost  investments  for  impairment  of  value
         annually.  No impairment was made in 2007. When cost investments become
         marketable  they are  reclassified to Market  Securities-Available  for
         Sale. Investments are as follows:

                  Balance, December 31, 2007          $         -
                  Restricted investments received
                   for services in 2007                   300,000
                  Realized gains and losses                     -
                  Unrealized gains and losses                   -
                                                      -----------
                  Balance, December 31, 2007          $   300,000
                                                      ===========


                                      F-17
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

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

         p.  Investments (Continued)

                  Balance, December 31, 2007          $   300,000
                  Restricted investments received
                   for services in 2008                         -
                  Realized gains and losses                     -
                  Investments reclassified as
                   Marketable Securities-Available
                   for Sale                              (300,000)
                  Unrealized gains and losses                   -
                                                      -----------
                  Balance, December 31, 2008          $         -
                                                      ===========
NOTE 2 - PROPERTY AND EQUIPMENT

         Property  and  Equipment  are  recorded  at  cost,   less   accumulated
         depreciation.  Depreciation  and  amortization  on  capital  leases and
         property and equipment are determined  using the  straight-line  method
         over the  estimated  useful  lives  (usually  5 years) of the assets or
         terms of the leases.  The following is a summary of the Company's major
         categories of property and equipment:
                                                        December 31,
                                                      2008         2007

             Office equipment                     $   44,179   $   28,804
             Computer equipment                      197,138      193,934
             Software                                 68,175       68,175
             Less accumulated depreciation          (263,716)    (245,280)
                                                  ----------   ----------
                                                  $   45,776   $   45,633
                                                  ==========   ==========

         Depreciation expense for the years ended December 31, 2008 and 2007 was
         $18,435 and $15,614,  respectively.  Expenditures  for  maintenance and

         repairs are expensed when incurred and betterments are capitalized.

NOTE 3 - CAPITAL STOCK

         Common Stock:

         The Company has one class of common  stock.  Each share of common stock
         is  entitled  to  one  vote  in  matters  submitted  to  the  Company's
         shareholders.  The common  shares are not entitled to any  dividends or
         liquidation  rights  except  as  may be  determined  by  the  board  of
         directors.

         Preferred Stock:

         The Company has 2,000,000  outstanding  shares of convertible Class "A"

                                      F-18
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

NOTE 3 - CAPITAL STOCK

         Preferred Stock (Continued):

         preferred  stock with the following  features:  Each preferred share is
         convertible into five common shares, Each holder of Class "A" preferred
         shares  is  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 Company has 2,000,000  outstanding  shares of convertible Class "B"
         preferred  stock with the following  features:  Each preferred share is
         convertible into ten common shares,  Each holder of Class "B" preferred
         shares  is  entitled  to  ten(10)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.  In case of liquidation
         of the  Company  each  preferred  share has a priority to assets in the
         amount of $1.00 per share.

NOTE 4 - OUTSTANDING COMMON STOCK OPTIONS AND STOCK PURCHASE WARRANTS

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

         Under FASB Statement 123R, the Company estimates the fair value of each
         stock award at the grant date by using the Black-Scholes option pricing
         model. The following  weighted  average  assumptions used for grants in
         the years  ended  December  31, 2008 and 2007:  dividend  yield of zero
         percent  for all  years;  expected  volatility  of 76.05%  and  55.50%;
         risk-free  interest  rates of 4.25% and 5.03% and expected lives of 1.0
         and 1.0, respectively.

         The general terms of awards such as vesting requirements(usually 1 to 2
         years),  term of options  granted  (usually  10  years),  and number of
         shares authorized for grants of options or other equity instruments are
         determined  by the Board of  Directors.  A summary of the status of the
         Company's  stock  options  and  warrants  as of  December  31, 2008 and
         changes  during the years ended December 31, 2008 and 2007 is presented
         below:












                                      F-19
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

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

                                                            Weighted   Weighted
                                                Options     Average    Average
                                                and         Exercise Grant Date
                                                Warrants     Price    Fair Value
                                             -------------- --------  ----------
              Outstanding, December 31, 2006    39,822,997  $   0.38  $    0.38
               Granted                          13,618,000      0.25       0.25
               Expired                          (1,130,000)     0.72       0.72
               Exercised                          (740,650)     0.76       0.76
                                                ----------  --------  ---------
              Outstanding, December 31, 2007    51,570,347  $   0.36  $    0.36
                                                ==========  ========  =========
              Exercisable, December 31, 2007    35,925,350  $   0.40  $    0.40
                                                ==========  ========  =========
                                                           Weighted   Weighted
                                                Options     Average    Average
                                                and         Exercise Grant Date
                                                Warrants     Price    Fair Value
                                             -------------- --------  ----------
              Outstanding, December 31, 2007    51,570,347  $   0.38  $    0.38
               Granted                           9,245,000      0.21       0.21
               Expired                          (5,046,497)     0.47       0.47
               Exercised                          (558,650)     0.25       0.25
                                                ----------  --------  ---------
              Outstanding, December 31, 2008    55,210,200  $   0.32  $    0.32
                                                ==========  ========  =========
              Exercisable, December 31, 2008    40,730,200  $   0.33  $    0.33
                                                ==========  ========  =========
                                   Outstanding            Exercisable
                           ------------------------- --------------------
                                      Weighted
                                      Average    Weighted             Weighted
                           Number    Remaining   Average   Number     Average
           Range of     Outstanding Contractual Exercise Exercisable Exercise
        Exercise Prices at 12/31/08    Life      Price   at 12/31/08 Price
          ------------  ----------- ----------- -------- ----------- ---------
          $       0.22    6,000,000      15.56  $   0.22  2,000,000  $    0.22
                  0.35       20,000       2.85      0.35     20,000       0.20
                  0.35    4,000,000       6.92      0.35  4,000,000       0.35
                  0.35    4,605,000       0.50      0.50  4,605,000       0.50
                  0.25      810,000       0.25      0.25    810,000       0.25
                  0.50    1,350,000       0.75      0.50  1,350,000       0.50
                  0.25    1,340,200       0.85      0.25  1,340,200       0.25
                  0.45   15,000,000       4.00      0.45 15,000,000       0.45
                  0.25    4,500,000       6.65      0.25  4,500,000       0.25
                  0.32    4,500,000       6.65      0.32  3,375,000       0.32
                  0.21    6,000,000       3.56      0.21  3,000,000       0.21
           $      0.15    7,085,000       3.71      0.15    730,000  $    0.15
                         ----------                      ----------
                         55,210,200                      40,730,200
                         ==========                      ==========
                                      F-20
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

NOTE 5 - RELATED PARTY TRANSACTIONS

         Compensation
         ------------

         During the year ended December 31, 2008,  two companies  owned  for the
         benefit of the two  officers of the Company  received  cash of $240,000
         which was recorded as related party compensation.  No bonus was awarded
         for 2008.

         During the year ended  December 31, 2007,  two companies  owned for the
         benefit of the two  officers of the Company  received  cash of $240,000
         which was recorded as related party compensation.  No bonus was awarded
         for 2007.


NOTE 5 - RELATED PARTY TRANSACTIONS (CONTINUED)

         In  June  2007,  the  Company  also  issued  6,000,000  options  to its
         executive  officers  as part of its  2006  option  plan.  25% of  these
         options vested upon grant, the balance will be vested at 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 related party  payables.  The Canadian  company was owed $10,435 and
         $89,039 as of December 31, 2008 and 2007, respectively.

         Related  party  payables consisted  of the following:

                                                           December 31,
                                                       2008            2007
                    Officer bonuses              $     78,000    $     78,000
                    Officer accrued wages             578,330         253,767
                    Cash advances                   2,089,932       1,858,647
                                                 ------------    ------------
                                                 $  2,746,262    $  2,190,414
                                                 ============    ============
         Komodo, Inc.
         ------------
         The  Company  is holding  marketable  securities  in a related  company
         valued at  $2,093  and  $5,232,  respectively.  In 2007 and  2006,  the
         Company was paid shares of Komodo, Inc. for its advertising services.






                                      F-21
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

NOTE 6 - COMMITMENTS AND CONTINGENCIES

         Office Lease
         ------------
         The  Company  leases  office  space  as  a  part  of  a  sublease  on a
         month-to-month  basis.  Rent  expense for the years ended  December 31,
         2008 and 2007 was $111,598 and $163,054,  respectively,  which includes
         common area maintenance  charges.  The sublease is from a related party
         who has a commitment through December 2011.

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

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

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

NOTE 7 - INCOME TAXES

         The Financial  Accounting  Standards Board (FASB) has issued  Financial
         Interpretation  No. 48,  "Accounting for Uncertainty in Income Taxes-An
         Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the
         accounting   for   uncertainty   in  income  taxes   recognized  in  an
         enterprise's financial statements in accordance with FASB Statement No.
         109,  Accounting  for  Income  Taxes.  FIN 48  requires  a  company  to
         determine  whether it is more likely than not that a tax position  will
         be sustained upon  examination  based upon the technical  merits of the
         position. If the more-likely-than-not  threshold is met, a company must
         measure the tax  position to  determine  the amount to recognize in the
         financial statements.  As a result of the implementation of FIN 48, the
         Company  performed  a review  of its  material  tax  positions.  At the
         adoption date of January 1, 2007, the Company had no  unrecognized  tax
         benefit which would affect the effective tax rate.




                                      F-22
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

NOTE 7 - INCOME TAXES(Continued)

         At December 31, 2008, the Company had net operating loss  carryforwards
         of approximately  $10,188,907 that may be offset against future taxable
         income  from  the year  2008  through  2028.  No tax  benefit  has been
         reported  in the  December  31,  2008  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.

         Net  deferred  tax assets  consist of the  following  components  as of
         December 31, 2008 and 2007:

                                             2008          2007
                                      --------------- ---------------
          Deferred tax assets:
            NOL carryover             $    4,151,616  $    4,777,364
            Contribution carryover             4,678           4,678
            Capital loss                      79,759          79,759
            Depreciation                       2,284           2,284
            Accrued expenses                  34,320          34,320
          Deferred tax liabilities:                -               -
          Valuation allowance             (4,272,657)     (4,898,405)
                                      --------------  --------------
          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, 2008 and 2007 due to the following:

                                                   2008            2007
                                              ----------------------------
              Book Income (Loss)              $    325,404  $  (1,438,477)
              Stock for services/options           300,344        564,354
              Valuation allowance                 (625,748)       874,123
                                              ------------  -------------
                                              $          -  $           -
                                              ============  =============

NOTE 8 - BASIC (LOSS) PER SHARE

         Basic (loss) per share is calculated by dividing the Company's net loss
         applicable to common  shareholders  by the weighted  average  number of
         common  shares  during  the  period.  Diluted  earnings  per  share  is
         calculated  by dividing the  Company's  net income  available to common

                                      F-23
<PAGE>
                                 ALPHATRADE.COM

                        Notes to the Financial Statements
                           December 31, 2008 and 2007

NOTE 8 - BASIC (LOSS) PER SHARE(Continued)

         shareholders  by  the  diluted   weighted   average  number  of  shares
         outstanding  during the year.  The diluted  weighted  average number of
         shares  outstanding is the basic weighted number of shares adjusted for
         any  potentially  dilutive  debt or equity.  Common  stock  equivalents
         include  convertible  preferred  stock and stock  purchase  options and
         warrants at exercise  prices  equal to or below the market price of the
         common  stock.   Incremental   shares  have  been   considered  in  the
         computation of diluted earnings per share.  Common stock equivalents of
         33,106,250 are excluded from the  computation  of diluted  earnings per
         share in 2007 because they are anti-dilutive.

                                                   December 31,
                                               2008          2007
                                        ---------------- ---------------
Income (Loss) (numerator)               $       834,369  $   (4,574,003)
                                        ---------------  --------------
Comprehensive Income (numerator)                739,279      (5,503,674)
                                        ---------------  --------------
Basic Shares (denominator)                   51,175,987      48,589,773
                                        ---------------  --------------
Diluted Shares
Convertible preferred   stock                30,000,000               -
Options and warrants                                  -               -
                                        ---------------  --------------
  Total Diluted Shares                       81,175,987      48,589,773
                                        ---------------  --------------
Basic per share amount                  $          0.02  $        (0.09)
                                        ---------------  --------------
Basic per share amount                  $          0.01  $        (0.11)
                                        ===============  ==============
Fully diluted per share amount          $          0.01  $        (0.09)
                                        ---------------  --------------
Fully diluted per share amount          $          0.01  $        (0.11)
                                        ===============  ==============

NOTE 9 - GOING CONCERN

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

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


                                      F-24
<PAGE>
                                 ALPHATRADE.COM
                        Notes to the Financial Statements
                           December 31, 2008 and 2007

NOTE 9 - GOING CONCERN(Continued)

         Management's plans to continue as a going concern include the following
         items:  1)  Concentrating  its  efforts  on  increasing  the  number of
         subscribers  to its  stock-tracking  product,  known as e-gate  thereby
         increasing  sales and increasing  the  advertisers on the Company's web
         site and email  program.  2)  Continuing  to increase  its gross profit
         percentage by increasing sales.

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


NOTE 10- GAIN ON SETTLEMENT OF DEBT

         During  the year  ended  December  31,  2008,  the  Company  negotiated
         discounts  payments of several of its advertising  liabilities which it
         has recorded as a gain on settlement of debt in the amount of $307,974.
































                                      F-25

<PAGE>
ITEM 15.  EXHIBITS

The following financial  statements for  AlphaTrade.com.  are filed as a part of
this report:

 For the Years Ended December 31, 2008 and 2007                         Page
 ----------------------------------------------                         ----

Report of Independent Registered  Certified Public Accounting Firm       F-2

Balance Sheets as of December 31, 2008 and December 31, 2007             F-3

Statements of Operations for the years ended December 31, 2008 and
       December 31, 2007                                                 F-4

Statement  of  Changes  in Stockholders'  Equity  (Deficit) for the
       years  ended  December  31,  2008 and December 31, 2007           F-5

Statements of Cash Flows for the years ended December 31, 2008  and
       December 31, 2007                                                 F-7
Notes to Financial Statements                                            F-8


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.


Exhibit
Number            Description
--------------------------------------------------------------------------------
3(i).1            Initial Articles of Incorporation of the Company dated June 6,
                  1995. (1)

3(i).2            Certificate of Amendment increasing the authorized capital to
                  25,000,000 shares of common stock, Car value $0.001, and
                  effected an 80 for one forward split of the outstanding pommon
                  stock (1)

3(i).3            Certificate of Amendment  changing the name of the company  to
                  "Honor   One   Corporation". (1)

3(i).4            Certificate   of  Amendment effecting a  three for one forward
                  split  of  the   outstanding  Common stock. (1)

3(i).5            Certificate of Amendment pursuant to which the Company
                  increased the authorized capital of the Company to 100,000,000
                  shares of common stock; 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)

3(ii)             By-laws of the Company. (1)

10.1*             AlphaTrade.com 2005 Stock Incentive Plan. (10)


                                       34
<PAGE>
10.2+             Consulting  Agreement  dated  November 1, 2005 entered into by
                  and between the Company and Jupiter Consultants, Inc. (3)

10.3+             Consulting  Agreement  dated  November  1,  2005  entered into
                  by and  between  the  Company  and Micro-American, Inc. (3)

14.1              Code of  Ethics and  Business Conduct for  officers, directors
                  and employees of AlphaTrade.com  (3)

21.1              List of subsidiaries of the Company. *

31                Certification  by Chief  Executive  Officer and  acting  Chief
                  Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
                  of the Exchange Act. *

32                Certification   by  Chief  Executive  Officer   acting   Chief
                  Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b)
                  of the Exchange Act and Section 1350 of Chapter 63 of Title 18
                  of the United States Code. *

    +    Compensatory plan or arrangement.
    *    Filed herewith.
    (1)  Incorporated by reference to the Company's Form 10-SB/A filed with the
         SEC on November 23, 1999.
    (2)  Incorporated by reference to the Company's Registration Statement filed
         on Form S-8 with the SEC on June 22, 2005.
    (3)  To be filed by an Amendment.






























                                       35
<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:  April 2, 2009                               By: /s/ Penny Perfect
                                                     ------------------------
                                                     Penny Perfect
                                                     Chief Executive Officer,
                                                     President, Chairman and
                                                     Director

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/ Penny Perfect       Chief Executive Officer, President,       April 2, 2009
------------------      Chairman, Director
Penny Perfect

/s/ Gordon Muir         Chief Technology Officer and Director     April 2, 2009
------------------
Gordon J. Muir

/s/ Katharine Johnston  Vice President - Business Operations,     April 2, 2009
----------------------  Principal Financial Officer and Director
Katharine Johnston

/s/ Lisa McVeigh        Director                                  April 2, 2009
----------------------
Lisa McVeigh



















                                       36