ALPHATRADE.COM, INC

Notes to Consolidated Financial Statements

March 31, 2009 and December 31, 2008

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2009, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2008 audited financial statements.  The results of operations for the period ended March 31, 2009 is not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – RELATED PARTY PAYABLES

The company accrued an additional $130,061 in related party payables during the quarter ended March 31, 2009.  A majority of this accrual consists of payable related to management fees.

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ALPHATRADE.COM, INC

Notes to Consolidated Financial Statements

March 31, 2009 and December 31, 2008

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 periods ended March 31, 2009 and  December 31, 2008:  dividend yield of zero percent for all years;  expected volatility of 74.36% and 62.01%;  risk-free interest rates of 5.03% and 3.35% and expected lives of 1.0 and 3.0, 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  March 31, 2009 and changes  during the periods ended  December 31,  2008 and  March 31, 2009 is presented below:

                                                                              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

                                                                            Weighted                 Weighted

                                                                              Options                 Average            Average

                                                                                and                    Exercise          Grant Date

                                                                            Warrants                    Price             Fair Value

                                                                            -----------------------------------------------------------

         Outstanding, December 31, 2008                   55,210,200               $   0.32              $    0.32

            Granted                                                     -0-                              0.21                    0.21

            Expired                                                     (810,000)                      0.73                    0.73

            Exercised                                                  -0-                               0.25                    0.25

Outstanding, March 31, 2009                  54,400,200                  $   0.32             $    0.32

Exercisable, March 31, 2009                  39,920,200                  $   0.33              $    0.33         

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ALPHATRADE.COM, INC

Notes to Consolidated Financial Statements

March 31, 2009 and December 31, 2008

NOTE 5 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Recent 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.

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Item 2.  Management's Discussion and Analysis of Financial Condition or Plan of

         Operations

The following information should be read in conjunction with the financial

statements and notes thereto appearing elsewhere in this Form 10-Q.

Forward-looking and Cautionary Statements

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

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

Results of Operations.

THREE MONTHS ENDED MARCH 31, 2009 AND 2008

-----------------------------------------

During the three months ended March 31, 2009, revenue growth slowed due to the unparalleled turbulence and overall decline in all of the financial markets. Our advertising business grew minimally as many clients put their marketing and advertising budgets on hold until the fourth quarter. Revenue for 2009's first quarter was $1,751,146, which is an 8% increase over 2008's first quarter revenue of $1,617,384.

Advertising revenues in the first quarter were $1,045,846 in 2009 and $808,055 in 2008. In addition, we had $1,011,930 in deferred revenue to be realized in subsequent quarters. This deferred revenue is derived from our long term advertising and marketing which was not realized in this quarter for the same reasons of market uncertainty. We revised our advertising model from a price point to accommodate new client interest and to make it easier for clients to make a marketing buying decision.

We continue to focus on increasing the traffic to our stable of websites to ensure our advertising clients have a highly desirable demographic target audience. We are experiencing success with building new subscribers to our business networking site, www.zenobank.com, which was launched last quarter. The site provides a comprehensive forum for companies, businesses associated with the financial markets and investors to network using all of the modern, web-based tools available such as blogs, forums, and chat rooms. Every public company, once they sign up, will have complete and accurate financial data on their profile pages on ZenoBank - this will ensure they are compliant with all regulatory policies with respect to investor relations.

Our cost of sales for our financial products is directly related to the price of our financial feeds and content. Some of these costs are fixed monthly fees and others are based on the number of users or subscribers.

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We believe the market conditions at present will encourage people to save money in every way possible and with the cost effective products AlphaTrade has in both the E-Gate and advertising programs, we believe this could be beneficial for us in increasing our client base for all of our products. For the first quarter of 2009 our cost of sales was 23% of revenues compared to 30% of revenues in 2008. As our revenues increase, this percentage may become more favorable in terms of profitable operations.

We realized a net loss of $310,179 for the three months ended March 31, 2009 compared to a loss of $138,889 for the three months ended March 31, 2008. This is an increase of $171,290. We are generating referrals and long term, established relationships with marketing and public relations firms. During 2009 we paid $50,958 to consultants for marketing fees.

Included in professional fees for 2009 are shares of common stock to investor relations consultants valued at $8,000 compared to $195,518 in 2008 and stock options to our employees valued at $-0- compared to $14,233 in 2008. For the most part, the investor relations consultants are hired to bring new advertising clients to the company. We realized related party compensation expense of $120,000 for both 2009 and 2008.

Our operating expenses increased to $1,484,760 in 2009 from $1,097,552 in 2008 mainly due to a large write down in non-cash trade receivables.

Historically, many of our expenses are paid in shares of our common stock. The expenses are recorded at the fair value of the shares issued. Excluding these non-cash expenses the income (loss) for the three months ended March 31, 2009 and 2008 would have been ($302,179) and $70,862, respectively.

Liquidity and Capital Resources.

We have consistently been financed through loans from related parties and from raising capital through private equity offerings. We used $73,560 and $419,589 of cash in our operating activities in the first three months of 2009 and 2008, respectively. For the three months ended March 31, 2009 and 2008 we received cash totaling $-0- and $145,000 from the issuance of our common stock and contributed capital. We expect that in the next twelve months the cash generated by our operations will be adequate to cover our operating expenses.

Given the right circumstances, we would entertain a secondary financing if it would ensure our growth could be greatly fast-tracked otherwise we will focus on building our business via revenue growth. Currently, we do not have any definitive plans for a secondary financing.

We currently have no material commitments for major capital expenditures.

Dependence on Key Personnel

We are dependent on the services of Penny Perfect, the Chief Executive Officer of the Company. The loss of Ms. Perfect or Gordon Muir, our CTO or other key executives and personnel, or the inability to attract and retain the additional highly skilled employees required for the expansion of our activities, may have a material adverse effect on our business or our future operations.

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Item 3.   Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures are not adequate 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.   The controls have been deemed not effective due primarily to a lack of adequate personnel to appropriately segregate critical accounting, control, and monitoring duties.  We are working to improve our reporting process to ensure timely and accurate reporting. There have been no significant changes in our internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out our evaluation.

PART II - OTHER INFORMATION.

Item 1. Legal Proceedings.

AlphaTrade.com is the Defendant in litigation pending in the Supreme Court of British Columbia, Canada. This action was filed on December 23, 2003 and is between Zacks Investment Services, Inc. as Plaintiff and AlphaTrade.com as Defendant. The case number is 5036907.

The Plaintiff alleges that it is owed the sum of $279,664 pursuant to a licensing Agreement executed by the Plaintiff and the Defendant in 1999.

Alphatrade is agressively defending itself against this claim.

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

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)

                                      13

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, 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 is required to answer or move with respect to the Complaint on or before August 10, 2008. The Company denies the allegations of the Complaint and intends to vigorously defend this action.

Center Operating Company v. AlphaTrade.com, 68^th 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.

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

Item 2. Changes in Securities.

The following unregistered securities have been issued since January 1st, 2009:

                                            Valued

Date          No. of Shares      Title      At          Reason

Mar./2009       400,000         Common      $0.02       For services

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

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Item 3. Defaults Upon Senior Securities.

        None.

Item 4. Submission of Matters to a Vote of Security Holders.

        None.

Item 5. Other Information.

        None.

Item 6. Exhibits and Reports on Form 8-K.

        (a) Exhibits

         Exhibit 31.1   Certification of C.E.O. Pursuant to Section 302 of the Sarbanses-Oxley Act of 2002.

         Exhibit 31.2   Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanses-Oxley Act of 2002.

         Exhibit 32.1   Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350,  as  Adopted  Pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002

         Exhibit 32.2   Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        (b) Report on Form 8-K

              None