UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUTO PHOTO TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter) |
Nevada
(State of incorporation or organization) | | N/A
(I.R.S. Employer Identification No.) |
#6-260 E. Esplanade, North Vancouver, British Columbia, Canada
(Address of principal executive offices) | V7L 1A3
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act: |
Title of each class
to be so registered
Not applicable | Name of each exchange on which
each class is to be registered
Not applicable |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box [ ] |
|
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box [X ] |
|
Securities Act registration statement file number to which this form relates: 333-137355 (if applicable) |
|
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value |
Item 1. | Description of Registrant's Securities to be Registered. |
The description of the Registrant's securities contained in the Registrant's Registration Statement on Form SB-2, as amended, filed with the commission under File No. 333-137355, is incorporated by reference into this registration statement.
The following Exhibits are filed with this Prospectus:
Exhibit Number and Exhibit Title
(3) | Articles of Incorporation and Bylaws |
3.1 | Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on September 15, 2006). |
3.2 | Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on September 15, 2006). |
3.3 | Certificate of Amendment (incorporated by reference from our Registration Statement on Form SB-2 filed on September 15, 2006). |
5.1 | Opinion of Clark Wilson LLP regarding the legality of the securities being registered (incorporated by reference from our Amended Registration Statement on Form SB-2/A filed on February 8, 2007) |
10.1 | Asset Distribution Agreement between Spectre Industries Inc. and Spectre Holdings Inc., dated December 10, 2003 (incorporated by reference from our Registration Statement on Form SB-2 filed on September 15, 2006). |
10.2 | Form of Subscription Agreement between Auto Photo Technologies Inc. and each of the following persons: |
Name | Amount of Common Shares
Purchased at $0.20 per Share |
Claudia Maria Jacobs | 10,000 |
Stefan Fagerstrom | 20,000 |
Lars Bela Szabo | 20,000 |
Victoria Wagman | 40,000 |
Roy Wedin | 20,000 |
Janina Wilczewski | 20,000 |
Rita Danielsson | 5,000 |
Celia Danielsson | 5,000 |
Staffan Johannisson | 20,000 |
Mats Svensson | 10,000 |
Zenny Gram | 10,000 |
Sune Larsson | 20,000 |
Sebastian Danielsson | 5,000 |
Jonny Hoijer | 20,000 |
Ohman, Halina | 20,000 |
Zbigniew Baran | 20,000 |
Adelajda Bak | 20,000 |
Magdalena Bujah | 20,000 |
Tomaz Bak | 20,000 |
Barbara Larsson | 20,000 |
Mikael Fagerstrom | 20,000 |
Minje Fagerstrom | 20,000 |
Horst Kopf | 5,000 |
Ashim Zuhlke | 20,000 |
Ella Zuhlke | 20,000 |
Christian Cullin | 20,000 |
Maria Wagman | 10,000 |
Carmen Merki | 10,000 |
Caroline Prabert | 5,000 |
Madeleine Prabert | 5,000 |
Josephine Prabert | 5,000 |
Per Johan Prabert | 5,000 |
Alicia Danielsson | 5,000 |
Rolf Burki | 10,000 |
Erwin Steinmann | 10,000 |
Nils Johansson | 5,000 |
(incorporated by reference from our Registration Statement on Form SB-2 filed on September 15, 2006).
(21) | Subsidiaries | |
| Auto Photo Kiosk GmbH, a German company |
(23) | Consents of Experts and Counsel | |
| | | |
23.1 Consent of HJ & Associates, LLC, Certified Public Accountants (incorporated by reference from our Amended Registration Statement on Form SB-2/A filed on February 8, 2007)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
AUTO PHOTO TECHNOLOGIES INC.
Date: February 14, 2007
/s/ Ian S. Grant
By: Ian S. Grant, President, Secretary,
Treasurer and Director
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
