UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-31192
ALPHA GOLD CORPORATION
(Exact name of registrant as specified in its charter)
410 Donald Street
Coquitlam, British Columbia
Canada V3K 3Z8
(604) 939-4083
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Common Shares, no par value
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
Rule 12h-6(a) [X] | Rule 12h-6(d) c |
(for equity securities) | (for successor registrants) |
Rule 12h-6(c) c | Rule 12h-6(i) c |
(for debt securities) | (for prior Form 15 filers) |
PART I
Item 1. Exchange Act Reporting History
A. Alpha Gold Corporation (the "Company") first incurred the duty to file reports under Section 13(a) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") on or about September 1, 2002, being the date that was sixty days after it filed a Registration Statement on Form 20-F with the United States Securities and Exchange Commission (the "Commission") to register its common shares, no par value (the "Common Shares") under Section 12(g) of the Exchange Act. The Registration Statement on Form 20-F was initially filed with the Commission on July 3, 2002.
B. The Company has filed or submitted all reports required under Section 13(a) of the Exchange Act and the corresponding rules of the Commission for the 12 months preceding the filing of this Form 15F, including its Annual Report on Form 20-F for the fiscal year ended February 29, 2008, as amended by Amendment No. 1 thereto filed with the Commission on May 5, 2009.
Item 2. Recent United States Market Activity
The Company has never sold its securities in the United States in an offering registered under the United States Securities Act of 1933, as amended (the "Securities Act").
Item 3. Foreign Listing and Primary Trading Market
A. The Company has maintained a listing of its Common Shares on the TSX Venture Exchange (the "TSXV"), the primary trading market (as defined in Rule 12h-6(f)) for the Common Shares, in British Columbia, Canada (the "Primary Jurisdiction"), under the symbol "ALQ".
B. The date of the initial listing of the Common Shares on the TSXV was September 20, 1990. The Common Shares have been listed on the TSXV since such date. Thus, the Company has maintained a listing of the Common Shares for a period that is longer than the 12 months preceding the date of the filing of this Form 15F.
C. To the best knowledge of the Company, for the period commencing on July 1, 2008 and ended on and including June 30, 2009 (the "Recent Trading Period"), the percentage of worldwide trading in the Common Shares that occurred in the Primary Jurisdiction was 100%. The Common Shares are not listed, traded or quoted on any stock exchange or any over-the-counter market in the United States.
Item 4. Comparative Trading Volume Data
A. The first day of the Recent Trading Period used to meet the requirements of Rule 12h-6(a)(4)(i) is July 1, 2008 and the last day of such Recent Trading Period is June 30, 2009.
B. During the Recent Trading Period, the average daily trading volume of the Common Shares on a worldwide basis was 14,913 Common Shares.
C. During the Recent Trading Period, the Common Shares were not listed, traded or quoted on any stock exchange or any over-the-counter market in the United States. The Company's search of the website maintained by Pink OTC Markets Inc. indicates that the Common Shares have been assigned the symbol "ALGCF", but that the only activity in the Common Shares in the United States has taken place on the grey market. There are no market makers in grey market securities, which are not listed, traded or quoted on any stock exchange in the United States, the OTC Bulletin Board or the Pink Sheets. Trades in grey market stocks are reported by broker-dealers to their self regulatory organization, and, with respect to the Common Shares, are believed by the Company to reflect trades executed on the TSXV.
D. The Common Shares have never been admitted to trade, nor been delisted, from a national securities exchange or inter-dealer quotation system in the United States.
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E. The Company has not terminated a sponsored American depository receipt (ADR) facility regarding the Common Shares.
F. The source of trading volume information used for determining whether the Company meets the requirements of Rule 12h-6 is Interactive Data Pricing and Reference Data (Interactive Data Corporation), made available on the Internet at cxa.marketwatch.com by MarketWatch, Inc., an independent data service provider available to TSXV listed companies.
Item 5. Alternative Record Holder Information
Not applicable
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
A. As required by Rule 12h-6(h), attached to this Form 15F as an exhibit is a news release disseminated by the Company on July 28, 2009 (the "News Release"), disclosing its intent to terminate its duty to file reports under Section 13(a) of the Exchange Act.
B. The News Release was disseminated in the United States via CNW Group.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
The address of the electronic information delivery system in the Primary Jurisdiction on which the Company will publish the information required under Rule 12g3-2(b)(1)(iii) is the Company's profile on the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval at www.sedar.com.
PART III
Item 10. Exhibits
Exhibit 99.1 - News Release of the Company dated July 28, 2009.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
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(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Alpha Gold Corporation has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Alpha Gold Corporation certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
ALPHA GOLD CORPORATION
By: /s/ Richard Whatley
Richard Whatley
President and Chief Executive Officer
Dated: July 28, 2009
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