As filed with the Securities and Exchange Commission on May 22, 1998
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
ALL-TECH INVESTMENT GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 7372 13-2581640
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

160 SUMMIT AVENUE
MONTVALE, NEW JERSEY 07645
(201) 782-0200
(Address and Telephone Number of Registrant's Principal Executive Offices)

HARVEY I. HOUTKIN
CHIEF EXECUTIVE OFFICER
ALL-TECH INVESTMENT GROUP, INC.
160 SUMMIT AVENUE
MONTVALE, NEW JERSEY 07645
(201) 782-0200
(Name, Address, Telephone Number of Agent for Service)
---------------------
Copies to:
RICHARD A. FRIEDMAN, ESQ. LAWRENCE B. FISHER, ESQ.
SICHENZIA, ROSS & FRIEDMAN LLP. ORRICK, HERRINGTON & SUTCLIFFE LLP
135 WEST 50TH STREET 666 FIFTH AVENUE
NEW YORK, NEW YORK 10020 NEW YORK, NEW YORK 10103
Telephone No.: (212) 664-1200 Telephone No.: (212) 506-5000
Facsimile No.: (212) 664-7329 Facsimile No.: (212) 506-5151
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
---------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following
box. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OF DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
===============================================================================

CALCULATION OF REGISTRATION FEE
===============================================================================

Class of Amount Maximum Maximum
Securities Title of Each to to be Offering Price Aggregate Registration
be Registered Registered Per Security(1) Offering Price(1) Fee
- -----------------------------------------------------------------------------------------------------------

Common Stock, $.001 par value
(2) .............................. 7,187,500 $ 8.00 $ 57,500,000 $ 16,962.50
- -----------------------------------------------------------------------------------------------------------
Redeemable Common Stock
Purchase Warrants (3) ............ 3,593,750 $ .10 $ 359,375 $ 106.02
- -----------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value,
per share (4) .................... 3,593,750 $ 12.00 $ 43,125,000 $ 12,721.88
- -----------------------------------------------------------------------------------------------------------
Representative's Warrants (5) ..... 625,000 $ .0001 $ 62.50 (6)
- -----------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value
(7) .............................. 625,000 $ 9.60 $ 6,000,000 $ 1,770.00
- -----------------------------------------------------------------------------------------------------------
Common Stock Purchase Warrants
(8) .............................. 312,500 $ .12 $ 37,500 $ 11.06
- -----------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value
(9) .............................. 312,500 $ 12.00 $ 3,750,000 $ 1,106.25
- -----------------------------------------------------------------------------------------------------------
Totals ........................................................... $ 110,771,937.50 $ 32,677.71
===========================================================================================================

(1) Estimated solely for the purpose of determining the registration fee
pursuant to rule 457(a) of the Securities Act of 1933, as amended.

(2) Includes 937,500 shares of Common Stock subject to sale upon exercise of the
Underwriters' Over-allotment Option granted to the Underwriters.

(3) Includes 468,750 redeemable Common Stock purchase warrants (the "Warrants")
subject to sale upon exercise of the Underwriters' Over-Allotment Option
granted to the Underwriters.

(4) Issuable upon exercise of the Warrants, together with such indeterminate
number of securities as may be issuable by reason of anti-dilution
provisions contained therein.

(5) Represents warrants to be issued to the Representative of the several
Underwriters to purchase 625,000 shares of Common Stock and/or 312,500
Warrants (the "Representative's Warrants"). See "Underwriting."

(6) No fee due pursuant to Rule 457(g).

(7) Represents shares of Common Stock issuable upon the exercise of the
Representative's Warrants, together with such indeterminate number of
securities as may be issuable by reason of anti-dilution provisions
contained therein.

(8) Represents Warrants issuable upon exercise of the Representative's Warrants.

(9) Represents shares of Common Stock issuable upon the exercise of Warrants
issuable upon exercise of the Representative's Warrants, together with such
indeterminate number of securities as may be issuable by reason of
anti-dilution provisions contained therein.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED MAY 22, 1998

PROSPECTUS

[GRAPHIC OMITTED]
ALL-TECH INVESTMENT GROUP, INC.
6,250,000 Shares of Common Stock

3,125,000 Redeemable Common Stock Purchase Warrants (as units,
each consisting of two shares of Common Stock and
one Redeemable Common Stock Purchase Warrant)

Of the 6,250,000 shares of Common Stock, $.001 par value (the "Common
Stock") of All-Tech Investment Group, Inc., a Delaware corporation ("All-Tech"
or the "Company") offered hereby, 5,625,000 shares of Common Stock are being
issued and sold by All-Tech and 625,000 shares of Common Stock are being sold by
certain shareholders (the "Selling Shareholders") of All-Tech. All-Tech will not
receive any of the proceeds from the sale of Common Stock by the Selling
Shareholders. See "Use of Proceeds." All of the 3,125,000 Warrants (the
"Warrants") offered hereby are being issued and sold by All-Tech. The shares of
Common stock and the Warrants will initially be sold as units, each unit
consisting of two shares of Common Stock and one Warrant. The shares of Common
Stock and the Warrants are sometimes hereinafter collectively referred to as the
"Securities." Until the completion of this offering (the "Offering"), the Common
Stock and Warrants may only be purchased together on the basis of two shares of
Common Stock and one Warrant, but will be transferable separately immediately
following completion of this Offering. Each Warrant entitles the holder thereof
to purchase one share of Common Stock at an exercise price of $12.00, subject to
adjustment, at any time from , 1998 (six months after the date of this
Prospectus) until , 2000 (30 months after the date of this Prospectus) and from
such date until , 2003 (60 months after the date of this Prospectus) at an
exercise price of $14.00 per share, subject to adjustment. Commencing , 1999,
the Warrants will be subject to redemption by the Company, in whole but not in
part, at $0.10 per Warrant on 30 days prior written notice, provided that the
average closing sale price of the Common Stock as reported on the American Stock
Exchange (the "Amex") equals or exceeds $20.00 per share of Common Stock,
subject to adjustment, for any 20 trading days within a period of 30 consecutive
trading days ending on the fifth trading day prior to the date of the notice of
redemption. See "Description of Capital Stock-Warrants."

Prior to the Offering, there has been no public market for the Common Stock
or the Warrants and there can be no assurance that such a market will develop
after the Offering or, if developed, that it will be sustained. It is currently
anticipated that the initial public offering price of the shares of Common Stock
and Warrants will be $8.00 per share and $.10 per Warrant. See "Underwriting"
for a discussion of the factors considered in determining the initial public
offering prices of the Securities and the terms of the Warrants. All-Tech
intends to apply to include the Common Stock and Warrants on the Amex under the
symbols "ATN" and "ATNW," respectively.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK
AND IMMEDIATE SUBSTANTIAL DILUTION.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 AND "DILUTION."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

===============================================================================

Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Shareholders(3)

- ------------------------------------------------------------------------------------------
Per Share of Common Stock $ $ $ $
- ------------------------------------------------------------------------------------------
Per Warrant .............. $ $ $ $
- ------------------------------------------------------------------------------------------
Total (4) ................ $ $ $ $
==========================================================================================

(1) Does not include additional compensation payable to Security Capital
Trading, Inc., the representative (the "Representative") of the several
underwriters (the "Underwriters"), consisting of (i) a non-accountable
expense allowance and (ii) warrants ("Representative's Warrants") to be sold
to the Representative for nominal consideration to purchase up to 625,000
shares of Common Stock and/or 312,500 Warrants, at a price of $9.60 per
share of Common Stock and $.12 per Warrant, subject to anti-dilution
provisions thereof, exercisable during the four year period commencing one
year after the effective date of this Offering. In addition, see
"Underwriting" for information concerning indemnification and contribution
arrangements with the several Underwriters and other compensation payable to
the Representative.

(2) After deducting Underwriting discounts and commissions, but before deducting
estimated expenses payable by the Company of $1,054,688, including the
Representative's non-accountable expense allowance on the shares of Common
Stock and the Warrants being sold by the Company.

(3) After deducting Underwriting discounts and commissions, but before deducting
the non-accountable expense allowance upon the shares sold by the Selling
Shareholders payable by the Selling Shareholders to the Representative.

(4) The Company and the Selling Shareholders have granted the Underwriters an
option (the "Over-Allotment Option") exercisable for a period of 45 days
after the date of this Prospectus to purchase an aggregate of up to an
additional 937,500 shares of Common Stock and 468,750 Warrants upon the same
terms and conditions set forth above, solely to cover over-allotments, if
any. See "Underwriting." If such option is exercised in full, the total
Price to Public, Underwriting Discounts and Commissions, Proceeds to Company
and Proceeds to Selling Shareholders will be $ , $ , $ , and $ ,
respectively.

The Securities are being offered by the Underwriters, subject to prior
sale, when, as and if delivered to and accepted by the Underwriters, and subject
to approval of certain legal matters by their counsel and subject to certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify this Offering and to reject any order in whole or in part. It is expected
that delivery of the Securities offered hereby will be made against payment at
the offices of Security Capital Trading, Inc., New York, New York on or about ,
1998.

Security Capital Trading, Inc.
The date of this Prospectus is , 1998

INSIDE COVER OF PROSPECTUS-EDGAR VERSION ONLY

[Trading Room and ATTAIN Screen]

[Map Showing Location of All-Tech's
Principal and Branch Offices and Remote Customers]

[Picture of Harvey I. Houtkin and Mark D. Shefts]

ATTAIN(R) is a registered trademark of All-Tech. This Prospectus also contains
trademarks and trade names of other companies.

- --------------------------------------------------------------------------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE OR MAINTAIN THE PRICE OF THE COMMON STOCK AND WARRANTS AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, INCLUDING ENTERING
STABILIZING BIDS, EFFECTING SYNDICATE COVERING TRANSACTIONS OR IMPOSING PENALTY
BIDS. SUCH TRANSACTIONS MAY BE EFFECTED ON THE AMERICAN STOCK EXCHANGE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."

INFORMATION ON THE COMPANY'S WEBSITE SHALL NOT BE DEEMED TO BE PART OF THIS
PROSPECTUS.

------------
The Company intends to mail to all of its shareholders an annual report
containing financial statements audited by its independent accountants for each
fiscal year and shall make available to all of its shareholders quarterly
reports containing unaudited financial information for each of the first three
quarters of each fiscal year.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information, including "Risk Factors" and
the financial statements and Notes thereto, appearing elsewhere in this
Prospectus. This Prospectus contains forward-looking statements that involve
risks and uncertainties. The Company's actual results may differ materially from
the results suggested by the forward-looking statements and from the results
historically experienced. Factors that may cause or contribute to such
differences include, but are not limited to, those discussed under "Risk
Factors" and elsewhere in this Prospectus. Unless otherwise indicated, all
information in this Prospectus gives effect to a 68.75 for 1 forward stock split
of the outstanding shares of Common Stock to be effected in May 1998 as part of
the Company's reincorporation into Delaware and assumes (i) no exercise of the
Underwriters' Over-Allotment Option, (ii) no exercise of the Warrants, (iii) no
exercise of the Representative's Warrants and (iv) no exercise of any
outstanding options.

The Company

All-Tech Investment Group, Inc. ("All-Tech" or the "Company"), through its
proprietary ATTAIN(R) trading system software, provides its customers with
real-time computerized access to comprehensive price information for
over-the-counter ("OTC") securities traded on The Nasdaq Stock Market ("Nasdaq")
and securities traded on various national and regional exchanges, and enables
its customers to instantaneously transmit buy and sell orders for execution.
All-Tech also provides its customers with discounted commissions, electronic
reports regarding the customer's orders and account status, customizable display
screens, analytical modeling tools and news media reports. The Company has also
developed and commenced operation of its ATTAIN(R) ECN (the "ATTAIN ECN"), an
electronic communications network ("ECN"). ECNs provide investors an alternative
trading system to traditional Nasdaq trading. Through the ATTAIN trading system,
subscribers can directly place buy and sell orders for Nasdaq traded stocks.
Matching orders are paired off and the trade is executed by the ATTAIN ECN.
Additionally, the best bid and offer in each security which is placed on the
ATTAIN ECN will be displayed automatically and dynamically on a real-time basis
on Nasdaq along with market maker quotations. The ATTAIN trading system permits
the customer to eliminate the need to have the customer's order placed through a
market maker, therefore eliminating the market maker and the costs associated
with such market maker.

The Company's services are primarily utilized by self-directed "day
traders." Day traders actively engage in the buying and selling of securities,
based on short-term price volatility, many times during the course of a day.
They typically close out all open positions by the end of the day in order to
manage risk when the markets are closed. Frequently, a position may be closed
within minutes of the initial purchase or sale. All-Tech has over 1,500 active
customers. The Company's average aggregate customer transaction volume has
ranged between 2,500 and 3,000 trades per trading day for the last 12 months.
All-Tech's customers can access All-Tech's ATTAIN trading system at All-Tech's
main office, at one of its 18 branch offices or in their homes or offices
through a computer connected to the ATTAIN trading system via dedicated
telephone lines or the Internet.

All-Tech's objectives are to become the leading provider of electronic
brokerage services to self-directed traders and investors and to expand the
range of services and business activities engaged in by the Company. The
Company's strategy to accomplish its objectives includes (i) enhancing awareness
of the Company's ATTAIN trading system and ATTAIN ECN through marketing and
advertising, (ii) expanding its customer base through an aggressive marketing
campaign, opening additional branch offices and expanding services to attract
less active traders, (iii) analyzing and exploring opportunities to commence new
business activities, including self-clearing, electronic trading of financial
instruments other than stocks and options, underwriting securities offerings,
and other traditional investment banking and merchant banking activities, (iv)
expanding proprietary trading and (v) pursuing opportunities to offer the
Company's services internationally through use of the Internet and
telecommunications systems.

All-Tech was incorporated in New York under the name Concord Capital Corp.
in 1981. The Company changed its name to All-State Investment Group, Inc. in
March 1988 and changed its name to All- Tech Investment Group, Inc. in December
1988. In May 1998 the Company is reincorporating in the State of Delaware. Its
principal executive offices are located at 160 Summit Avenue, Montvale, New
Jersey 07645. The Company's telephone number is (201) 782-0200; its world-wide
website is located at www. attain.com. Information contained in the Company's
website shall not be deemed to be part of this Prospectus.

The Offering

Securities offered by the Company ...................... 5,625,000 shares of Common Stock and 3,125,000
Warrants. The Common Stock and the Warrants will
be separately tradeable immediately following
completion of this Offering.

Securities offered by the Selling Shareholders ......... 625,000 shares of Common Stock.

Terms of Warrants ...................................... Each Warrant entitles the holder thereof to
purchase one share of Common Stock at an
exercise price of $12.00, subject to
adjustment, at any time from , 1998 (six
months after the date of this Pro- spectus)
until , 2000 (30 months after the date of this
Prospectus) and from such date until , 2003
(60 months after the date of this Prospectus)
at an exercise price of $14.00 per share.
Commencing , 1999 (18 months after the date of
this Prospectus), the Warrants will be subject
to redemption by the Company, in whole but not
in part, at $0.10 per Warrant on 30 days prior
written notice, provided that the average
closing sale price of the Common Stock as
reported on the Amex equals or exceeds $20.00
per share of Common Stock, subject to
adjustment, for any 20 trading days within a
period of 30 consecutive trading days ending
on the fifth trading day prior to the date of
the notice of redemption. See "Description of
Capital Stock-Warrants."

Securities Outstanding after the Offering: (1)
Common Stock ......................................... 21,093,750
Warrants ............................................. 3,125,000

Use of Proceeds ........................................ For working capital and other general corporate pur-
poses, development or acquisition of new areas of
brokerage business, marketing and proprietary trad-
ing. See "Use of Proceeds." The Company will not
receive any proceeds from the sale of shares of Com-
mon Stock by the Selling Shareholders. See "Use of
Proceeds."

Proposed Amex symbols .................................. Common Stock ATN
Warrants ATNW

- -------------
(1) Excludes (i) 1,500,000 shares of Common Stock issuable upon exercise of
options pursuant to grants effective on the effective date of this Offering
under the Company's 1998 Stock Option Plan (the "Plan") at an exercise price
equal to the initial public offering price of the Common Stock and (ii)
750,000 shares of Common Stock issuable pursuant to options which may be
granted under the Plan. See "Management-1998 Stock Option Plan."

Summary Financial Data

The following summary financial data is qualified by the more detailed
financial statements of the Company and the notes thereto included elsewhere in
this Prospectus and should be read in conjunction with such financial statements
and notes thereto and the discussion under "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this
Prospectus.

Years Ended June 30,
--------------------------------------------------------------------------------
1993 1994 1995 1996 1997
-------------- -------------- ---------------- -------------- --------------
(In thousands, except share data)

Statement of
Operations Data:
Total revenues ............ $ 11,268 $ 14,738 $ 2,962 $ 11,075 $ 16,064
Total costs and
expenses ................. 10,707 14,968 2,973 9,714 14,462
Pre-tax income (loss) ..... 561 (230) (11) 1,361 1,602
Net income (loss) ......... 286 (230) (3) 751 937
Pro forma data(1):
Pro forma earnings
(loss) per com-
mon share .............. .02 (.02) (.00) .05 .06
Weighted average
shares outstanding 15,468,750 15,468,750 15,468,750 15,468,750 15,468,750

Nine Months Ended March 31,
------------------------------
1997 1998
-------------- --------------
Statement of
Operations Data:
Total revenues ............ $ 11,887 $ 13,149
Total costs and
expenses ................. 9,551 12,784
Pre-tax income (loss) ..... 2,336 365
Net income (loss) ......... 1,727 281
Pro forma data(1):
Pro forma earnings
(loss) per com-
mon share .............. .11 .02
Weighted average
shares outstanding 15,468,750 15,468,750

June 30, 1997 March 31, 1998 March 31, 1998
Actual Actual As Adjusted(2)
--------------- ---------------- ---------------

Balance Sheet Data:
Cash and cash equivalents ......... $ 641 $ 604 $41,966
Total assets ...................... 3,799 3,182 44,494
Shareholders' equity .............. 1,855 1,964 43,277

- -------------
(1) Pro forma data gives effect to the 68.75 for 1 forward split as part of the
Company's reincorporation in Delaware.

(2) As adjusted to give effect to the sale of 5,625,000 shares of Common Stock
and 3,125,000 Warrants offered by the Company hereby at an assumed initial
public offering price of $8.00 per share of Common Stock and $.10 per
Warrant and the application of the estimated net proceeds therefrom. See
"Use of Proceeds" and "Capitalization."

RISK FACTORS

This Prospectus contains forward-looking statements that involve risks and
uncertainties. Words or phrases such as "should result, are expected to, we
anticipate, we estimate, we project" or similar expressions are intended to
identify forward-looking statements. These statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from the Company's historical experience and its present expectations or
projections. Caution should be taken not to place undue reliance on any such
forward-looking statements, since such statements speak only as of the date of
the making of such statements. Actual results could differ materially from those
discussed in the forward-looking statements as a result of certain factors,
including those set forth below and elsewhere in this Prospectus. The following
risk factors should be considered carefully in addition to the other information
contained in this Prospectus before purchasing the Common Stock and Warrants
offered hereby.

Risks Associated with Securities Business

The Company, like other securities firms, is directly affected by national
and international economic and political conditions, broad trends in business
and finance, the level and volatility of interest rates, legislative and
regulatory changes, tax law changes, currency fluctuations, inflation, flows of
funds into and out of mutual and pension funds, the availability of short-term
and long-term funding and capital and substantial fluctuations in volume of
securities transactions, all of which may negatively affect trading volume
levels generally and by the Company's customers specifically. In recent months,
the U.S. securities markets have established record levels of trading which, the
Company believes, has favorably impacted its business. A general decrease in
trading activity on these markets could adversely affect the level of individual
trading activity by All-Tech's customers, which would materially adversely
affect the Company's operating results because certain expenses, consisting
primarily of salaries and benefits, computer hardware and software costs and
occupancy expenses, remain relatively fixed. Certain of the Company's
competitors with more diverse product and service offerings may be better
positioned to withstand decreased volatility in the securities markets. See
"Risk Factors--Competition." Since 1988, the U.S. equity markets have generally
risen and have not experienced an extended bear market. There can be no
assurance that volume of trading and volatility will not substantially diminish,
thereby negatively affecting the Company's commission income.

All-Tech's brokerage business, by its nature, is subject to various other
risks, including customer default, fraud, employees' misconduct and errors,
failures in connection with the processing of securities transactions and
litigation. The Company guarantees all customer transactions to its clearing
broker, which extends margin credit to the Company's customers. To the extent
All-Tech's customers purchase securities on margin, the Company is subject to
risks inherent in the extension of credit, especially during periods of rapidly
declining markets in which the value of the collateral held by the clearing firm
could fall below the amount of a customer's indebtedness. Failure of customers
to maintain cash deposit levels at all times at least equal to the value of the
related securities could subject All-Tech to risk of loss, should the parties to
the borrowing and lending transactions fail to honor their commitments. Risk can
be increased dramatically during periods of volatility. Any such losses could
have a material adverse effect on the Company's business, financial condition
and operating results.

Concentration of Services

Substantially all of the Company's revenues since inception have been
derived from commissions on the intraday trading activity of the Company's
customers through the Company's electronic brokerage services. The Company
expects that a substantial portion of its future revenues will continue to be
derived from customers' day trading activity. As a result, any factor resulting
in reductions in commissions received by the Company or declines in demand for
the Company's electronic brokerage services would have a material adverse effect
on the Company's business, financial condition and results of operations. There
can be no assurance that the Company will continue to be successful in marketing
its electronic brokerage services offered through its ATTAIN trading system or
any new or enhanced versions thereof. Competitive pressures or other factors in
the day trading area of the securities industry may result in significant
declines in the Company's commissions, which would have a material adverse
effect on the Company's business, financial condition and results of operations.

Policy of Regulating Authorities

"Day trading" involves the buying and selling of securities based upon
short-term volatility in the price of a security and closing out that position
on the same trading day, perhaps within minutes of the initial purchase or sale.
To the extent there is a lack of intra-day volatility, the opportunities to
profit from day trading will be diminished. The Securities and Exchange
Commission ("SEC") and the National Association of Securities Dealers, Inc.
("NASD") generally seek opportunities to adopt rules which tend to decrease
volatility in the securities markets. To the extent that new rules or
regulations or market conditions generally decrease volatility, opportunities
for the Company's customers to profit from day trading will decline.
Additionally, any regulatory change which limits the ability of individual
investors to engage in active day trading or which disadvantages investors who
participate in day trading would materially adversely affect the Company's
business and results of operations.

Lack of liquidity could also affect volatility. A Nasdaq proposal presently
before the SEC could reduce the liquidity available from market makers to order
entry firms such as All-Tech by allowing market makers to reduce the number of
shares they are obligated to trade from 1,000 to 100 in all Nasdaq quoted
stocks. If the proposal is approved in its present form by the SEC, such
potential reduction in liquidity could be substantial. A substantial decrease in
overall liquidity in the OTC market could materially adversely affect All-Tech's
customers' ability to obtain execution of their orders and therefore could
result in a decline in the Company's commission revenues. In addition, any
decrease in trading activities of individual investors in equity securities due
to tax law changes, recession, depression, increased interest rates on fixed
income investments or otherwise could have a material adverse effect on the
Company's business, financial condition or results of operations.

Management of Growth and Changing Business

Over the past several years, the Company has experienced significant growth
and change in its business activities and operations. The Company also commenced
operating the ATTAIN ECN in February 1998. The Company is still assessing the
full demands of the ATTAIN ECN on the Company's management and the Company's
financial and management systems and controls. The Company's growth has
required, and will continue to require, increased investment in management
personnel, financial and management systems and controls and facilities. The
Company's past expansion has placed, and any future expansion would place,
significant demands on the Company's administrative, operational, financial and
other resources. The Company intends to continue to expand its business and
operations, including entry into new markets, that will place additional strain
on the Company's management and operations. The Company's future operating
results will depend, in part, on its ability to continue to broaden the
Company's senior management group and administrative infrastructure, and its
ability to attract, hire and retain skilled employees. The Company's success
will also depend on the ability of its officers and key employees to continue to
implement and improve the Company's operational and financial control systems
and to expand, train and manage its employee base. In addition, the Company's
future operating results will depend on its ability to expand its sales and
marketing capabilities and expand its customer support operations commensurate
with its growth, should such growth occur. If the Company's revenues do not
increase in proportion to its operating expenses, the Company's management
systems do not expand to meet increasing demands, the Company fails to attract,
assimilate and retain qualified personnel, or the Company's management otherwise
fails to manage the Company's expansion effectively, there would be a material
adverse effect on the Company's business, financial condition and operating
results.

Dependence on Third Party Vendors

The Company's viability depends on its ability to obtain for itself and its
customers access to a breadth of quality and comprehensive real-time and
historical financial market data from third party vendors whose products are
technically compatible with the Company's ATTAIN software and its future
products and services. The Company currently depends substantially upon
relationships with third-party data vendors to ensure such access, including PC
Quote, Inc. ("PC Quote"), Dow Jones & Company, Inc., the Nasdaq Stock Market,
Inc., and other trading systems or ECNs, including Datek Securities Corp.'s
Island system and Terra Nova Trading LLC's Archipelago system. Although the
Company has written agreements with each of such third party vendors, if the

Company's access to or use of the data provided by any of these third party
vendors were interrupted or terminated, the Company would have to make
alternative arrangements, either to produce such data itself or with a third
party or to obtain comparable data from a different third party. There can be no
assurance that such arrangements could be accomplished in a timely and cost
effective manner, if at all, or that alternative sources would be available on
commercially reasonable terms, if at all. To the extent the Company experiences
disruptions, its customers will be inconvenienced and may be adversely affected.
As a result, the Company's relationship with such customers would be adversely
affected. It has been publicly reported that PC Quote is experiencing severe
financial difficulties. There is also the risk that such contractual
relationships will not be renewed on terms favorable to the Company, if at all.
Vendors may also strengthen their alliances with the Company's competitors,
discontinue their relationships with the Company, or develop strategic
initiatives which involve eliminating or limiting compatibility between the
Company's services and the vendor's services. There can be no assurance that the
Company will be able to increase the number of compatible data vendors available
to it or encourage other trading systems to become compatible with the ATTAIN
ECN, or that the Company's existing data sources will continue to exist or
cooperate in maintaining technical compatibility with the Company's ATTAIN
trading system or the ATTAIN ECN. If the Company were unable to secure
additional key data sources and compatibility with other trading systems, or
were to lose access to significant amounts of data or to significant trading
systems or ECNs, the Company's business, financial condition and results of
operations would be materially adversely affected. To the extent third party
vendor trading systems do not timely program their trading systems to be
compatible with the ATTAIN ECN, the Company's business opportunities would be
adversely affected. See "Business--All-Tech's Strategy" and "--Competition."

Lack of Access to Instinet ECN

Instinet Corporation currently operates the largest ECN ("Instinet"), which
is responsible for over 15% of all Nasdaq trading and a substantially more
significant portion of trading in the 100 most actively traded Nasdaq stocks.
Historically, Instinet has offered and continues to offer its subscribers access
to better stock prices than are available on Nasdaq. Instinet's customers'
orders are not displayed by Instinet on Nasdaq unless the Instinet subscriber
affirmatively requests that its order be displayed on Nasdaq. Additionally, only
the best bid and asked quotations with respect to a specific Nasdaq traded
security and for which Nasdaq display is requested by the Instinet subscriber
are accessible to non-subscribers on Nasdaq. Moreover, the comprehensive list of
bid and ask orders of all Instinet subscribers at any time may be viewed only by
Instinet subscribers. This lack of access results in better prices for Instinet
subscribers and limits the ability of individual investors, including the
Company's customers, to discover trends or the magnitude of trends. Finally,
Instinet subscribers are offered price improvement, while non-subscribers who
access Instinet through Nasdaq do not receive price improvement. All-Tech has
applied to Instinet for subscriber privileges in order to provide access to
Instinet to the Company's customers, but Instinet has refused to grant
privileges to All-Tech, severely limiting All-Tech's ability to offer these
better execution prices to its customers. All-Tech has instituted an arbitration
proceeding against Instinet, seeking to become an Instinet subscriber, as well
as monetary damages, claiming that Instinet's denial of access was illegal and
violates state and federal laws as well as NASD rules. Although the Company
believes it has meritorious claims, there can be no assurance as to the outcome
of such arbitration.

Competition

The marketplace for electronic trading brokerage firms is intensely
competitive and rapidly changing. All-Tech believes that due to anticipated
growth of the market for electronic brokerage services, active stock trading
facilities and other factors, competition will substantially increase and
intensify in the future. The Company believes its ability to compete will depend
upon many factors both within and outside its control, including the timing and
market acceptance of new services, products and enhancements developed by the
Company and its competitors, functionality of such services and products, data
availability, ease of use, pricing, reliability, customer service and support
and sales and marketing efforts.

The Company faces direct competition from a number of publicly-traded and
privately-held companies. It competes directly with other firms whose customers
engage in active electronic day trading, other ECN systems, large Wall Street
securities firms, securities subsidiaries of major commercial bank holding
companies, major regional firms and smaller niche players. This competition is
based primarily on the quality of services offered

and price. The Company's principal competitors in providing electronic brokerage
services to day traders currently include such firms as Datek Securities Corp.,
Terra Nova Trading, LLC. and Block Trading Corp. The Company's ATTAIN ECN
competes principally with market makers, Instinet, Datek Securities Corp.'s
Island ECN, Terra Nova Trading, LLC's Archipelago ECN, Bloomberg Tradebook LLC's
Tradebook System ECN, Spear, Leeds & Kellogg's REDI ECN and Brass Utility Inc.'s
BRUTE ECN. The Company also competes with on-line trading systems available on
the Internet, such as Charles Schwab & Co., Inc., E*Trade Capital Inc. and
Accutrade Inc. In addition, the Company faces competition from data vendors,
which offer investment analysis software, news quotations and other securities
industry products.

Nasdaq has recently filed a new rule proposal with the SEC to operate a
limit order file (essentially an ECN). Should this proposal be adopted and
Nasdaq offers a low-cost alternative to privately operated ECNs on which
substantial numbers of limit orders are reflected, this could have a negative
competitive impact on the ATTAIN ECN, which could materially adversely affect
the Company's business, financial condition and results of operations. There can
be no assurance whether such proposal will be approved and, if approved, when
Nasdaq's ECN might become operational.

One or more of these competitors may be able to respond more quickly to new
or emerging technologies or changes in customer requirements, or to devote
greater resources to the development, promotion and sale of their services and
products than the Company. There can be no assurance that the Company's existing
or potential competitors will not develop services and products comparable or
superior to those developed by the Company or adapt more quickly than the
Company to new technologies, evolving industry trends or changing customer
requirements. Larger competitors are also able to advertise their products and
services on a national or regional basis and may have a greater number and
variety of distribution outlets for their services. On-line discount brokerage
firms market their services through aggressive pricing and promotional efforts.

Increased competition could result in price reductions, reduced margins or
loss of market share, any one of which could materially adversely affect the
Company's business, financial condition and results of operations. There can be
no assurance that the Company will be able to compete successfully against
current or future competitors, or that competitive pressures faced by the
Company will not have a material adverse effect on its business, financial
condition and results of operations.

Competition from commercial banks may increase because of recent
acquisitions of securities firms by commercial banks, as well as internal
expansion by commercial banks into the securities business. In addition, the
Company expects competition from domestic and international banks to increase as
a result of recent and anticipated legislative and regulatory initiatives in the
United States to remove or relieve certain restrictions on commercial banks. See
"Business--Competition."

Competition for Retaining and Recruiting Personnel

The Company's business is dependent on the highly skilled, and often highly
specialized, individuals it employs. Retention of sales, trading, management and
administrative professionals is particularly important to the Company's
prospects. From time to time, other companies in the securities industry have
experienced losses of sales and trading personnel as well as management and
administrative professionals. The level of competition for key personnel is
expected to increase due to the increasing number of companies offering
electronic brokerage services and ECNs. There can be no assurance that losses of
key personnel due to such competition or otherwise will not occur in the future.
The loss of such professionals, particularly a senior professional, could
adversely affect the Company's growth and operating results.

The Company expects further growth in the number of its personnel.
Additionally, the Company expects that continuing competition will cause its
compensation costs to increase in the future. There can be no assurance that the
Company will be able to recruit a sufficient number of new employees with the
desired qualifications in a timely manner. The failure to recruit new employees
could materially and adversely affect the Company's future operating results.

While the Company generally does not have employment agreements with its
employees, it attempts to retain its employees with incentives, such as bonuses.
Additionally the Company intends to issue options to buy Company stock that vest
over a number of years of employment. These incentives, however, may be
insufficient in light of the increasing competition for experienced
professionals in the securities industry, particularly if the value of the
Company's stock declines or fails to appreciate sufficiently to be a competitive
incentive for professional compensation. See "Business--Employees" and
"Management."

Dependence on Key Personnel

The Company is substantially dependent upon the efforts and skills of its
executive officers, particularly Harvey I. Houtkin and Mark D. Shefts, the
Company's Chairman of the Board and Chief Executive Officer, and its President,
Chief Operating Officer and Chief Financial Officer, respectively. The loss of
the services of either of these executive officers would have a material adverse
effect on the Company. The Company has entered into employment agreements with
both Messrs. Houtkin and Shefts and has applied for key man life insurance on
the lives of Messrs. Houtkin and Shefts in the amount of $1,000,000 each,
payable to the Company. The benefits received under these policies would not be
sufficient to compensate the Company for the loss of the services of Mr. Houtkin
or Mr. Shefts should suitable replacements not be employed. There can be no
assurance that key man insurance will be obtained in such amount, if at all. See
"Management--Employment Agreements; Key Man Insurance."

Significant Fluctuations in Quarterly Operating Results

The Company's revenues and operating results may fluctuate from quarter to
quarter and from year to year due to a combination of factors, including access
to public markets, fluctuations in the valuation of securities in which the
Company has invested as a principal, the level of retail and institutional
brokerage transactions, variations in expenditures for personnel, litigation
expenses and expenses of establishing new business units. In addition, the
timing of the Company's recognition of revenue from a significant transaction
can materially affect the Company's quarterly operating results. Due to the
foregoing and other factors, there can be no assurance that the Company will be
able to sustain profitability on a quarterly or annual basis. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Securities Regulation in General

The securities business is subject to extensive regulation under federal
and state laws in the United States and the rules and regulations of self
regulatory organizations ("SROs"), such as the NASD and the various exchanges,
and also will be subject to regulation in the foreign countries in which
All-Tech may wish to conduct its activities. One of the most important
regulations with which the Company must continually comply is Rule 15c3-1 under
the Securities Exchange Act of 1934, as amended (the "Net Capital Rule"), which
requires the Company to maintain a minimum amount of net capital, as defined
under such Rule.

Compliance with many of the regulations applicable to the Company involves
a number of risks, particularly in areas where applicable regulations may be
subject to interpretation. In the event of non-compliance with an applicable
regulation, governmental regulators and the NASD may institute administrative or
judicial proceedings that may result in censure, fine, civil penalties
(including treble damages in the case of insider trading violations), issuance
of cease-and-desist orders, deregistration or suspension of the non-compliant
broker-dealer or investment adviser, suspension or disqualification of the
broker-dealer's officers or employees or other adverse consequences. The
imposition of any such penalties or orders on the Company could have a material
adverse effect on the Company's operating results and financial condition.

The Company's ability to engage in business is regulated by the terms of
its NASD membership agreement. To the extent new business activities are not
already permitted under that agreement, the Company is required to seek
modification of the agreement. There can be no assurance that any such
modification will be made on a timely basis, if at all. The failure to obtain
such modification would prohibit the Company from engaging in the activity at
issue and could impair the Company's ability to grow or to expand into other
areas or business.

Underwriting commitments, should the Company engage in underwriting and
they be incurred, require a charge against net capital and, accordingly, the
Company's ability to make underwriting commitments in the future, should it
determine to do so, may be limited by the requirement that it must at all times
be in compliance with the applicable net capital regulations. See
"Business--Government Regulation."

The regulatory environment in which the Company operates is subject to
change. The Company may be adversely affected as a result of new or revised
legislation or regulations imposed by the SEC, other United States or foreign
governmental regulatory authorities or SROs. The Company also may be adversely
affected by changes in the interpretation or enforcement of existing laws and
rules by these governmental authorities and the NASD. Furthermore, the Company's
businesses may be materially affected not only by regulations applicable to it
as a financial market intermediary, but also by regulations of general
application.

Potential Conflicts of Interest

The Company engages in proprietary trading and acts as a market maker.
Therefore, the Company may be competing with its own customers with respect to
certain trades. In addition, executive officers, directors and employees of the
Company invest in public companies in which the Company is an investor or for
which the Company acts as a market maker. Accordingly, there are certain risks
that, as a result of such investment or profits interest, a director, officer or
employee may take actions which would conflict with the best interests of the
Company. All-Tech Training Group, Inc. ("ATTG") trains potential customers of
the Company. The Company, if these trainees open All-Tech accounts, offers them
per trade rebates up to, in the aggregate, the amount a customer paid for his or
her training. ATTG is owned by a company, Rushmore Financial Services, Inc.
("Rushmore"), which is wholly owned by Harvey I. Houtkin and Mark D. Shefts,
officers and directors of the Company. Messrs. Houtkin and Shefts perform duties
for other companies directly or indirectly owned by them, such as ATTG and
various real estate companies, as well as trade for accounts owned or controlled
by them. Although neither Mr. Houtkin nor Mr. Shefts spends a substantial amount
of time on such activities at the present time, there can be no assurance that
their duties as directors or officers of such other entities will not present
conflicts of interest with their duties to the Company in the future. See
"Business--Proprietary Trading" and "Certain Transactions."

Growth of ECN; Risks of Collection of ECN Accounts Receivable

All-Tech has recently developed and commenced operation of its ATTAIN ECN.
The ATTAIN ECN began to generate revenues in February 1998 and is expected to
become a significant source of revenues. All-Tech engages in trading for its own
account, primarily utilizing the ATTAIN ECN. Any discontinuance of trading on
the ATTAIN ECN by All-Tech, whether voluntarily or as a result of government
regulation, could have a material adverse effect on the Company's business,
financial condition and operating results.

Revenues are recognized by the Company with respect to its ATTAIN ECN at
the time of billing. The Company's accounts receivable have dramatically
increased since the commencement of the operation of its ATTAIN ECN, which bills
users monthly. There has been a great deal of discussion in the industry
regarding the amount of fees non-subscribers are charged to utilize ECNs and the
fact that such fees are charged upon usage and not pursuant to a contract. The
Company has denied access to several former ATTAIN ECN users because they have
stated to the Company that they would not pay their future ATTAIN ECN bills. The
Company believes that it maintains adequate reserves to account for the
non-collection of its accounts receivable. However, the Company has only
recently commenced billing users of the ATTAIN ECN and has very limited actual
experience on which to base the amount of doubtful accounts receivable relating
to revenues from the ATTAIN ECN. There can be no assurance that the rate of
non-collection of accounts receivable will not increase as the level of usage of
the ATTAIN ECN increases. Such an increase could materially adversely affect the
Company's business, financial condition and results of operations. Although the
Company intends to vigorously pursue its legal remedies to recover unpaid
accounts receivable, there can be no assurance that such efforts will be
successful. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Risk Associated with Increased Trading

The Company has entered into agreements with its clearing firm which will
permit All-Tech to trade the Company's proprietary account utilizing 10 to 1
margin, rather than its current margin rate of 2 to 1. Such

increased leverage will permit the Company to greatly increase the amount of
proprietary trading it engages in. Proprietary trading subjects the Company to
risk of loss of the capital invested; trading at such a highly leveraged rate
increases the risk of loss proportionately. Any losses, if significant, would
have a material adverse effect on the Company's business, financial condition
and results of operations.

Risks Associated with Entry into Institutional Market

The Company has historically sold its services primarily to individuals and
has little experience in marketing its services directly to institutions. The
Company believes its future success will depend in part on its ability to move
beyond its traditional customer base and market its services to institutions,
including brokerage firms with whom the Company currently competes. There can be
no assurance that the Company's services will be accepted by institutional
investors, which could have a material adverse effect on the Company's business
growth. See "Business--All-Tech's Strategy."

Rapid Technological Change and Dependence on New Services

Electronic stock trading is characterized by rapidly changing technology,
evolving industry standards in computer hardware, programming tools, programming
languages, operating systems, database technology and information delivery
systems, changes in customer requirements and frequent new service introductions
and enhancements. The Company's future success will depend upon its ability to
maintain and develop competitive technologies, to continue to enhance its
current services and to develop and introduce new services in a timely and
cost-effective manner that meets changing conditions such as evolving customer
needs, new competitive service offerings, emerging industry standards and
changing technology. Any failure by the Company to anticipate or to respond
quickly to changing market conditions, or any significant delays in development
or introduction of new services, could cause potential customers to delay or
decide against utilizing the Company's services and existing customers to
conduct their trading at competitors of the Company, which could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business--All-Tech's Strategy" and "--Future Growth and
Development."

Risks Associated with Future Reliance on the Internet

The Company believes that future development of its service and customer
base, and the future growth of the Company, particularly outside of the United
States, depends in part upon the utilization of the Internet as a widely used
medium for communication of trading information and the delivery of high-quality
financial market data, orders, account status information and customer support.
The Company currently has a limited number of customers who communicate with the
Company via the Internet. If the number of customers accessing All-Tech through
the Internet increases, the Company will have to develop additional Internet
technical compatibility and adjust its marketing and customer support approaches
accordingly. There can be no assurance that the Company will accomplish any of
such tasks on a timely, cost-effective basis, if at all. The Internet has
experienced, and is expected to continue to experience, significant growth in
the number of users and amount of traffic. There can be no assurance that the
Internet infrastructure will continue to be able to support the demands placed
on it by this continued growth. In addition, the Internet could lose its
viability due to delays in the development or adoption of new standards and
protocols to handle increased levels of Internet activity, or due to
governmental regulation. Global commerce and online exchange of information on
the Internet and other similar open wide area networks are new and evolving;
therefore, it is difficult to predict whether Internet technology developments
will keep pace with the demand for Internet services. If the necessary
infrastructure or complementary services do not continue to be developed, or if
the Internet does not continue as a viable commercial marketplace, or if the
Company does not adequately and timely develop the necessary technical
compatibility and adjust its marketing and customer support approaches
accordingly, the Company's business, financial condition and results of
operations could be materially adversely affected. See "Business--Regulatory
Background and Development of Active Electronic Trading" and "--All-Tech's
Strategy."

Risk of Software Defects

As a result of their complexity, all software products, including the
Company's software, may contain errors. Despite testing by the Company and
initial use by customers, when new services and products are introduced or new
versions of services and products are released, there can be no assurance that
errors will not be

found and persist after commencement of use, resulting in loss of revenues,
delay in market acceptance or damage to the Company's reputation, any of which
could have a material adverse effect upon the Company's business, financial
condition and results of operations. All software is inherently limited by the
accuracy of the data utilized. The monitoring, collection, storage and delivery
of financial market data by data vendors and by the Company's software is
inherently complex; therefore, it is subject to delay and to containing errors.
The effectiveness of the Company's services is limited by the accuracy of such
data. See "Business--Services--ATTAIN Trading System."

Risk of Litigation; Limited Insurance Coverage

There has been substantial litigation in the software industry involving
intellectual property rights. Although the Company does not believe that it is
infringing the intellectual property rights of others, or that others are
infringing on its intellectual property rights, there can be no assurance that
infringement claims, if asserted against the Company, would not have a material
adverse effect on the Company's business, financial condition and results of
operations, or that any infringement claim asserted by the Company would be
successfully resolved.

As the Company's services are designed to enable investors to make improved
investment and trading decisions, an investor who uses the Company's services
and sustains losses or fails to make profits in the securities or financial
markets may allege that the Company's services contributed to or resulted in
such losses or lost profits and that the Company should be held liable to the
investor for such losses. While the Company's account documentation contains
certain warnings and disclaimers, they may not be effective in certain
jurisdictions or under certain circumstances. The Company currently has a
limited amount of errors and omissions insurance which may cover such liability
risks, but there can be no assurance that such insurance would be adequate to
cover the amount of such liabilities, if imposed on the Company, or that such
insurance would cover the types of claims which might be asserted against the
Company. While the Company has never had such a claim successfully asserted
against it, there can be no assurance that such claims will not be asserted and
that, if asserted, the results will not materially adversely affect the
Company's business, financial condition and results of operations. See
"Business--Services."

Risks Associated with International Expansion

A component of the Company's strategy is its planned expansion into
international markets. This strategy is dependent, in part, on international
customers having access to the appropriate financial market data and on the
Company's ability to provide such potential customers with brokerage services
under the laws of that jurisdiction. To date, the Company has only limited
experience in marketing, selling and delivering its services internationally.
There can be no assurance that the Company will be able to successfully market,
sell and deliver its services in international markets. In addition, there are
certain risks inherent in doing business on an international level, including
unexpected changes in regulatory requirements, difficulties in staffing and
managing foreign operations, dependence upon strategic partners needed to
succeed in certain countries, difficulties in protecting intellectual property
rights, longer payment cycles, problems in collecting accounts receivable,
political instability, unfamiliarity with local laws and customs, fluctuations
in currency exchange rates, and potentially adverse tax consequences. There can
be no assurance that one or more of such or other factors will not have a
material adverse effect on the Company's ability to expand into international
markets or on the Company's future international operations if any, and,
consequently, on the Company's business, financial condition and results of
operations. There can be no assurance that the Company will expand into
international markets. See "Business--Sales and Marketing."

Dependence upon Microsoft's Windows Operating System

The Company's services are currently designed for use on computers using
Microsoft's 32-bit Windows operating system, requiring Windows 95 and Windows
NT. Upon release of later versions of the Windows operating system, such as
Windows 98, by Microsoft, the Company will attempt to modify its software to
take advantage of such developments. To the extent any such later version is not
compatible with Windows 95, All-Tech's customers trading from their own
locations ("remote customers") would be required to purchase such new version or
All-Tech would have to purchase it for them. Any factor adversely affecting the
demand for, or the current trends of increasing and expanding use of, the
current Windows operating system could have an impact on demand for the
Company's services, causing a material adverse effect on the Company's business,
financial

condition and results of operations. Additionally, changes to the underlying
components of the Windows operating system may require changes to the Company's
ATTAIN trading system and ECN software. If the Company is not able to
successfully develop or implement appropriate modifications to its ATTAIN
trading system and ECN software in a timely fashion, the Company's business,
financial condition and results of operations could be materially adversely
affected. See "Business--Services--The ATTAIN Trading System."

Emerging Market for Electronic Trading

The market for computer-automated investment and trading on personal
computers is relatively new and will be subject to frequent and continuing
changes. Any future growth of this market depends upon continued customer
acceptance of this type of trading as a viable method of implementing trading
strategies. Historically, the Company's policy has been that prospective
customers be educated as to the potential advantages of the Company's services
and be trained in the trading strategies appropriate for this type of trading.
The Company expects that the need for such education will continue for the
foreseeable future. There can be no assurance that the Company will be
successful in obtaining a sufficient number of educated customers or that the
Company will be able to respond effectively to changing customer preferences in
this market. If the size of the market is substantially smaller than the Company
believes, or if the market for electronic trading fails to grow or grows more
slowly than the Company currently anticipates, or if the Company fails to
respond effectively to the evolving requirements of this market, the Company's
business, financial condition and results of operations would be materially
adversely affected. See "Business--Overview."

The education of prospective customers in electronic day trading strategies
is conducted almost wholly by ATTG, a wholly-owned subsidiary of Rushmore, a
company which is wholly owned by Messrs. Harvey Houtkin and Mark Shefts,
Chairman of the Board, Chief Executive Officer and Secretary and President,
Chief Operating Officer, Chief Financial Officer and Treasurer, respectively, of
the Company. Should they determine to discontinue this business, the Company
would have to develop its own educational capabilities or purchase ATTG's
operations. The Company has no current intention of developing its own training
capabilities. See "Certain Transactions."

Protection of Intellectual Property

The Company's success is heavily dependent upon its proprietary technology.
The Company relies primar-ily on a combination of copyright, trade secret and
trademark laws, non-disclosure and other contractual provisions and technical
measures to protect its proprietary rights. The Company seeks to protect its
software, documentation and other written materials through trade secret and
copyright laws, which provide only limited protection. As part of its
confidentiality procedures, the Company enters into non-disclosure agreements
with its employees, consultants and third party vendors. The Company uses
agreements with its customers and ATTAIN ECN subscribers in order to protect its
copyrights and trade secrets and to prevent such users from commercially
exploiting such copyrights and trade secrets for their own gain. Despite the
Company's efforts to protect its proprietary rights, unauthorized parties may
copy or otherwise obtain, use or exploit the Company's products or technology
independently. Policing unauthorized use of the Company's products is difficult,
and the Company is unable to determine the extent to which unauthorized use, if
any, of its software products exists. Piracy can be expected to be a persistent
problem, particularly in international markets and as a result of the growing
use of the Internet. In addition, effective protection of intellectual property
rights may be unavailable or limited in certain countries, including some in
which the Company may attempt to expand its sales efforts. There can be no
assurance that the steps taken by the Company to protect its proprietary rights
will be adequate or that the Company's competitors will not independently
develop technologies that are substantially equivalent or superior to the
Company's technologies or products, either of which could result in a material
adverse effect on the Company's business, financial condition and results of
operations.

There has been substantial litigation in the software industry involving
intellectual property rights. The Company does not believe that it is infringing
the intellectual property rights of others. There can be no assurance that
infringement claims would not have a material adverse effect on the Company's
business, financial condition and results of operations. In addition, to the
extent that the Company acquires or licenses a portion of the software or data
included in its software from third parties, its exposure to infringement
actions may increase

because the Company must rely upon such third parties for information as to the
origin and ownership of such acquired or licensed software or data. In the
future, litigation may be necessary to establish, enforce and protect trade
secrets, copyrights, trademarks and other intellectual property rights of the
Company. The Company may also be subject to litigation to defend against claimed
infringement of the rights of others or to determine the scope and validity of
the intellectual property rights of others. Any such litigation could be costly
and divert management's attention, either of which could have a material adverse
effect on the Company's business, financial condition and results of operations.
Adverse determinations in such litigation could result in the loss of
proprietary rights, subject the Company to significant liabilities, require the
Company to seek licenses from third parties, which could be expensive, or
prevent the Company from selling its services or using its trademarks, any one
of which could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business--Intellectual
Property and Other Proprietary Rights."

Risks Associated with Possible Acquisitions

The Company may acquire businesses, assets, products and technologies that
the Company believes could complement or expand the Company's business. The
Company currently has no specific plan, commitments or agreements with respect
to any acquisitions and there can be no assurance that the Company will be able
to identify any appropriate acquisition candidates. If the Company identifies an
acquisition candidate, there can be no assurance that the Company will be able
to successfully negotiate the terms of any such acquisition, finance such
acquisition or integrate such acquired business, assets, products or
technologies into the Company's existing business. Furthermore, the negotiation
of potential acquisitions as well as the integration of an acquired business
could cause diversion of management's time and resources, and require the
Company to use proceeds from this Offering to consummate a potential
acquisition. See "Business--All-Tech's Strategy."

Possibility of Losses Associated with Principal and Trading Activities

The Company's securities trading and market-making activities as principal
subject the Company's capital to significant risks, including market, credit,
leverage, counter-party and liquidity risks. Sudden sharp declines in market
values of securities can result in illiquid markets and the failure of issuers
and counterparties to perform their obligations, as well as increases in claims
and litigation. In such markets, the Company may incur reduced revenues or
losses in its principal trading activities. These activities often involve the
purchase, sale or short sale of securities as principal in markets that may be
characterized by relative illiquidity or that may be particularly susceptible to
rapid fluctuations in liquidity and price. The Company intends to use a portion
of the net proceeds from this Offering for its proprietary trading activities.
See "Business."

Year 2000

The Company's review of its own operating systems does not indicate any
Year 2000 problems. However, the Company is highly dependent on third party
vendors. Failures and interruptions, if any, resulting from the inability of
certain computing systems of third party vendors, including the Company's
clearing broker, to recognize the Year 2000 could have a material adverse effect
on the Company's results of operations. There can be no assurance that the Year
2000 issue can be resolved by any of such third parties prior to the upcoming
change in the century. Although the Company may incur substantial costs,
particularly costs resulting from charges by its third party service providers,
in correcting Year 2000 issues, such costs are not sufficiently certain to
estimate at this time.

Lack of Off-Site Disaster Recovery Facility

The Company's principal disaster recovery system is located at the
Company's principal offices. No off-site disaster recovery system exists at this
time. There can be no assurance that the Company will not suffer any systems
failure or interruption, including one caused by a fire, other natural disaster,
power or telecommunications failure, act of God, act of war or otherwise, or
that the Company's back-up procedures and capabilities in the event of any such
failure or interruption, in light of the fact that they are not off-site, will
be adequate.

Dependence upon Availability of Capital and Funding

The Company's business is dependent upon the availability of adequate
required capital under applicable regulatory requirements. Historically, the
Company has satisfied these needs from internally generated funds.

While the proceeds of the Offering can be expected to satisfy the Company's
funding and capital needs for the next 12 months, there can be no assurance that
any, or sufficient, funding or regulatory capital will continue to be available
to the Company thereafter on terms that are acceptable to it. The Company's
ability to expand and grow its business in accordance with its current plan, to
make acquisitions and to meet its long-term capital requirements beyond any such
12-month period will depend on many factors, including, but not limited to, the
receipt of the net proceeds of this Offering, the rate, if any, at which the
Company's cash flow increases, the ability and willingness of the Company to
accomplish acquisitions and develop new business areas with its capital stock,
and the availability to the Company of additional public and private
subordinated debt and/or equity financing. No assurance can be given that
additional financing will be available or that, if available, it will be
available on terms favorable to the Company. See "Use of Proceeds,"
"Business--Government Regulation," "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources."

Broad Discretion of Management in Use of Proceeds

The Company has not made specific allocations for the use of the net
proceeds from the sale by the Company of the Common Stock and Warrants offered
hereby. Rather, the Company intends to use the net proceeds primarily for
general corporate purposes, including principal investments and working capital.
Accordingly, management will have significant discretion in applying the net
proceeds of the Offering. See "Use of Proceeds."

Control by Insiders

Prior to this Offering, all of the outstanding shares of Common Stock are
held by Harvey I. Houtkin, Chairman, Chief Executive Officer and Secretary of
the Company, Mark D. Shefts, President, Chief Operating Officer, Chief Financial
Officer and Treasurer of the Company, and Rushmore, a company wholly owned by
Messrs. Houtkin and Shefts. Upon completion of the Offering, Messrs. Houtkin and
Shefts will beneficially own in the aggregate 70.4% of the outstanding Common
Stock (and 66.7% of the Common Stock if the Over-Allotment Option is exercised
in full) and therefore will be able to control the outcome of all corporate
actions requiring shareholder approval. Therefore, investors' ownership of
Common Stock will not provide them with any ability to determine the outcome of
matters requiring a shareholder vote, including the election of directors, and
any merger, consolidation or sale of all or substantially all of the Company's
assets. Additionally Messrs. Houtkin and Shefts shall effectively retain control
over the management and affairs of the Company through their significant stock
ownership. Such concentration of ownership may have the effect of delaying,
deferring or preventing a change in control of the Company or a merger,
consolidation, takeover or other business combination involving the Company or
discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control of the Company. See "Management" and "Principal and
Selling Shareholders."

Speculative Nature of the Warrants

The Warrants do not confer any rights of Common Stock ownership on their
holders, such as voting rights or the right to receive dividends, but rather
merely represent the right to acquire shares of Common Stock at a fixed price
for a limited period of time. Specifically, commencing , 1998 (six months after
the date of this Prospectus), through , 2000 (30 months after the date of this
Prospectus), holders of the Warrants may exercise their right to acquire Common
Stock at an exercise price of $12.00 per share (150% of the initial public
offering price of the Common Stock), and commencing , 2000 (30 months after the
date of this Prospectus), holders of Warrants may exercise their right to
acquire Common Stock at an exercise price of $14.00 per share (175% of the
initial public offering price of the Common Stock), subject to adjustment upon
the occurrence of certain dilutive events, until , 2003 (60 months after the
date of this Prospectus), after which date any unexercised Warrants will expire
and have no further value. Moreover, following the completion of the Offering,
the market value of the Warrants will be uncertain and there can be no assurance
that the market value of the Warrants will equal or exceed their initial public
offering price. There can be no assurance that the market price of the Common
Stock will ever equal or exceed the exercise price of the Warrants and,
consequently, whether it will ever be profitable for holders of the Warrants to
exercise the Warrants.

Potential Adverse Effect of Redemption of Warrants

Commencing , 1999 (18 months after the date of this Prospectus), the
Warrants will be subject to redemption by the Company at $.10 per Warrant on
thirty days prior written notice to the warrantholders if the average closing
sale price of the Common Stock as reported on the Amex equals or exceeds $20.00
per share of Common Stock for any 20 trading days within a period of thirty (30)
consecutive trading days ending on the fifth trading day prior to the date of
the notice of redemption. If the Warrants are redeemed, holders of the Warrants
will lose their right to exercise the Warrants after the expiration of the
30-day notice of redemption period. Upon receipt of a notice of redemption,
holders would be required to: (i) exercise the Warrants and pay the exercise
price at a time when it may be disadvantageous for them to do so, (ii) sell the
Warrants at the current market price, if any, when they might otherwise wish to
hold the Warrants or (iii) accept the redemption price, which is likely to be
substantially less than the market value of the Warrants at the time of
redemption. See "Description of Capital Stock--Warrants."

Legal Restrictions on Sale of Shares Underlying the Warrants

The Warrants are not exercisable unless, at the time of the exercise, the
Company has a current prospectus covering the shares of Common Stock issuable
upon exercise of the Warrants, and such shares have been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of
the exercising holder of the Warrants. Although the Company has agreed to use
its best efforts to keep a registration statement covering the shares of Common
Stock issuable upon the exercise of the Warrants effective for the term of the
Warrants, if it fails to do so for any reason, the Warrants may be deprived of
value.

The Shares and Warrants are detachable and separately transferable
immediately following completion of the Offering. Purchasers may buy Warrants in
the aftermarket in or may move to jurisdictions in which the shares underlying
the Warrants are not so registered or qualified during the period that the
Warrants are exercisable. In this event the Company would be unable to issue
shares of Common Stock underlying the Warrants. Holders of Warrants would have
no choice but to attempt to sell the Warrants in a jurisdiction where such sale
is permissible or allow them to expire unexercised. See "Description of Capital
Stock."

Possible Issuance of Preferred Stock; Barriers to Takeover

The Company's Certificate of Incorporation and By-Laws, as well as Delaware
corporate law, contain certain provisions that could have the effect of making
it more difficult for a third party to acquire, or of discouraging a third party
from attempting to acquire, control of the Company. These provisions could limit
the price that certain investors might be willing to pay in the future for
shares of Common Stock. Certain of these provisions impose various procedural
and other requirements that could make it more difficult for shareholders to
effect certain corporate actions. The Company's Certificate of Incorporation
also authorizes the Board of Directors to issue, without shareholder approval,
5,000,000 shares of Preferred Stock with voting, conversion and other rights and
preferences that could adversely affect the voting power or other rights of the
holders of Common Stock. Following the Offering, no shares of Preferred Stock of
the Company will be outstanding. Any issuances of Preferred Stock could be used
for anti-takeover purposes or to discourage, delay or prevent a change of
control of the Company. See "Description of Capital Stock."

Absence of Prior Market; Possible Volatility of Securities Prices; Arbitrary
Determination of Offering Prices

Prior to the Offering, there has been no public market for the Common Stock
or the Warrants, and there can be no assurance that an active public market will
develop or, if developed, will be sustained following the Offering. Certain
factors, such as sales of the Securities into the market by existing
shareholders, fluctuations in operating results of the Company or its
competitors, market conditions for similar stocks, and market conditions
generally for other companies in the investment banking industry or in the
financial services or technology industries, could cause the market price of the
Common Stock and the Warrants to fluctuate substantially. In addition, the stock
market has experienced significant price and volume fluctuations that have
particularly affected the market prices of equity securities of companies and
that have often been unrelated to the operating performance of such companies.
Accordingly, the market price of the Securities may decline even if the
Company's operating results or prospects have not changed. The initial public
offering prices of the Securities and

the terms of the Warrants will be determined through negotiations among the
Company, the Selling Shareholders and the Representative and shall not
necessarily bear any relationship to the Company's book value, assets, past
operating results, financial condition or any other established criteria of
value. There can be no assurance that the Securities offered by this Prospectus
will trade at market prices in excess of the initial public offering prices.
See "Underwriting."

Potential Decreases in the Market Price of Securities Resulting from Future
Sales of Securities

Sales of a substantial number of shares of Common Stock and Warrants in the
public market, whether by purchasers in the Offering or other shareholders of
the Company, could adversely affect the prevailing market price of the
Securities and could impair the Company's future ability to raise capital
through an offering of its equity securities. Without giving effect to exercise
of the Underwriters' Over-Allotment Option, there will be 21,093,750 shares of
Common Stock and 3,125,000 Warrants outstanding immediately after completion of
the Offering, of which 6,250,000 shares of Common Stock and all of the Warrants
will be freely tradeable in the public markets, subject, if purchased by
"affiliates", to the volume and other limitations set forth in Rule 144
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The remaining 14,843,750 shares of Common Stock outstanding immediately
following the Offering will be "restricted" securities, as that term is defined
under Rule 144. Under lock-up agreements (the "Lockup Agreements") each existing
shareholder has agreed that such shareholder will not directly or indirectly
sell, assign or otherwise transfer any shares of Common Stock for a period of
twelve (12) months after the effective date of the Offering, unless released by
the Representative. Any shares subject to the Lockup Agreements may be released
by the Representative at any time without notice to the public. All of such
14,843,750 shares of Common Stock would be eligible for sale, subject to
compliance with the volume limitations of Rule 144 by the holders of these
shares commencing upon the later of (i) ninety (90) days after the effective
date of the Offering or (ii) the expiration or waiver of the Lockup Agreements.
See "Shares Eligible for Future Sale" and "Underwriting."

Immediate and Substantial Dilution

Purchasers of Common Stock in the Offering will experience immediate
substantial dilution of $5.95 based on the net tangible book value of the
Company at March 31, 1998, and on an initial public offering price of $8.00 per
share and $.10 per Warrant. See "Dilution."

Lack of Experience of Representative

Security Capital Trading, Inc., the Representative, commenced operations in
June 1995. The Representative has only co-managed two recent public offerings of
securities; therefore, the Representative does not have extensive experience as
a co-manager or underwriter of public offerings of securities.
See "Underwriting."

Limited Marketing Capabilities

The Company's operating results will depend to a large extent on its
ability to successfully market the ATTAIN trading system, the ATTAIN ECN and
other services to public customers who are active traders and who require
real-time market information. In addition, the Company also hopes to market its
services to institutions, including brokerage firms. The Company currently has
limited marketing capability. The Company intends to use a portion of the
proceeds of the Offering to hire additional sales and marketing personnel and
conduct additional advertising. There can be no assurance that any marketing
efforts undertaken by the Company will be successful or will result in any
significant increase in usage of the ATTAIN trading system, the ATTAIN ECN or
other services of the Company. See "Business--All-Tech's Strategy."

No Dividends and None Anticipated

Although the Company has paid dividends on the Common Stock in the past,
it is anticipated that income received from operations, if any, will be
retained for the Company's future operations. Accordingly, no dividends are
anticipated in the future. See "Dividend Policy."

Limitation on Liability of Directors

The Company's Certificate of Incorporation limits personal liability of
directors to the fullest extent permitted by the General Corporation Law of the
State of Delaware. See "Description of Capital Stock."

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the
5,625,000 of the shares of the Common Stock and 3,125,000 Warrants offered
hereby by the Company, based on an assumed initial public offering price of
$8.00 per share and $.10 per Warrant, after deducting underwriting discounts and
commissions and estimated offering expenses payable by the Company, are
estimated to be $41,312,500 ($44,805,600 assuming exercise of the Over-Allotment
Option in full). The net proceeds will be used for general corporate purposes,
the development or acquisition of new areas of the brokerage business,
advertising and marketing, principal investments and working capital. The
Company will not receive any of the proceeds from the sale of the shares of
Common Stock by the Selling Shareholders. See "Principal and Selling
Shareholders."

DIVIDEND POLICY

The Company has declared and paid cash dividends on its capital stock in
the past. The Company currently intends to retain all of its earnings, if any,
for use in its business and does not anticipate paying any dividends in the
foreseeable future. The payment of any future dividends will be at the
discretion of the Company's Board of Directors and will depend upon a number of
factors, including future earnings, the success of the Company's business
activities, regulatory capital requirements, the general financial condition and
future prospects of the Company, general business conditions and such other
factors as the Board of Directors may deem relevant.

DILUTION

The pro forma net tangible book value of the Company as of March 31, 1998
(after giving effect to the Company's Delaware reincorporation and 68.75 for 1
forward stock split occurring in May 1998), was approximately $1,914,000 or $.12
per share of Common Stock. Pro forma net tangible book value per share
represents the Company's pro forma tangible assets less total liabilities
divided by the number of shares of Common Stock outstanding as of March 31,
1998. Dilution per share represents the difference between the amount per share
paid by purchasers of shares of Common Stock in the Offering made hereby and the
pro forma net tangible book value per share of Common Stock immediately after
completion of the Offering. Without taking into account any changes in such pro
forma net tangible book value after March 31, 1998, other than to give effect to
the sale of 5,625,000 shares of Common Stock and 3,125,000 Warrants (but not the
Underwriters' Over-Allotment Option) by the Company in this Offering at an
assumed initial pubic offering price of $8.00 per share and $.10 per Warrant and
the application of the estimated net proceeds therefrom (after deducting the
underwriting discount and commissions and estimated Offering expenses), the pro
forma as adjusted net tangible book value of the Company as of March 31, 1998,
would have been approximately $43,227,000, or $2.05 per share assuming no value
is attributed to the Warrants. This represents an immediate increase an pro
forma net tangible book value of $1.93 per share to existing shareholders and an
immediate dilution in pro forma as adjusted net tangible book value of $5.95 per
share to new investors. The following table illustrates this dilution on a per
share basis:

Assumed initial public offering price per share ............................. $ 8.00

Pro forma net tangible book value per share as of March 31, 1998 ......... $ .12

Increase per share attributable to Offering .............................. 1.93

Pro forma as adjusted net tangible book value per share after the Offering .. 2.05
------
Dilution per share to new investors ......................................... $ 5.95
======

The following table summarizes, on a pro forma basis as of March 31, 1998,
the difference between the total consideration paid for the number of shares of
Common Stock purchased from the Company and the average price per share paid by
existing shareholders and by new investors purchasing shares of Common Stock
pursuant to this Offering.

Shares Purchased Total Consideration
------------------------ ------------------------- Average Price
Number Percent Amount Percent Per Share
------------ --------- ------------- --------- --------------

Existing Shareholders ......... 15,468,750 73.3% $ 1,682,595 3.6% $ .11
New Investors ................. 5,625,000 26.7 45,000,000 96.4 $ 8.00
---------- ---- ----------- ----
Total ...................... 21,093,750 100% $46,682,595 100%
========== ==== =========== ====

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
March 31, 1998 (i) on an actual basis and (ii) as adjusted to reflect the sale
by the Company of 5,625,000 shares of Common Stock and 3,125,000 Warrants
offered hereby at an assumed initial public offering price of $8.00 per share
and $.10 per Warrant, and the receipt of the estimated net proceeds therefrom,
after deducting estimated underwriting discounts and commissions and offering
expenses payable by the Company. This table should be read in conjunction with
the financial statements and Notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this Prospectus.

March 31, 1998
-----------------------------
Actual As Adjusted
------------ --------------

Shareholders' equity:(1) ..........................................
Preferred Stock, $.01 par value, 5,000,000 shares authorized, none
outstanding .................................................... $ -- $ --
Common Stock, $.001 par value, 55,000,000 shares authorized,
15,468,750 shares outstanding, actual; and 21,093,750 shares
outstanding, as adjusted(2) .................................... 15,469 21,094
Additional paid-in capital ....................................... 1,548,299 42,855,174
Retained earnings ................................................ 400,460 400,460
---------- -----------
Shareholders' equity ........................................... 1,964,228 43,276,728
---------- -----------
Total capitalization ........................................ $1,964,228 $43,276,728
========== ===========

- ------------
(1) After giving effect to the Delaware reincorporation and the
recapitalization.

(2) Excludes as of March 31, 1998: 2,250,000 shares of Common Stock reserved for
issuance under the Company's 1998 Stock Option Plan, none of which had been
granted. The Company intends to grant 1,500,000 of such options, such grant
to be effective upon the effective date of this Offering. See
"Management--1998 Stock Option Plan" and Note 11 of Notes to financial
statements.

SELECTED FINANCIAL DATA

The following table sets forth selected financial information with respect
to the Company as of and for the periods indicated. The financial information as
of and for the years ended June 30, 1993, June 30, 1994, 1995, 1996 and 1997,
has been derived from the audited financial statements of the Company. The
financial information as of and for the nine months ended March 31, 1997 and
1998 has been derived from unaudited financial statements of the Company, which
in the opinion of Management have been prepared on the same basis as the audited
financial statements and contain all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results of
operations for such periods. The results of operations for the nine months ended
March 31, 1998, are not necessarily indicative of results to be expected for the
full fiscal year. This selected financial information should be read in
conjunction with the financial statements and Notes thereto and the discussion
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations" included elsewhere in this Prospectus.

Years Ended June 30,
----------------------------------------------------------------------------------
1993 1994 1995 1996 1997
-------------- ---------------- ---------------- -------------- --------------
(in thousands, except share data)

STATEMENTS OF
OPERATIONS DATA:
Revenues:
Brokerage ................. $ 12,524 $ 15,113 $ 2,826 $ 10,789 $ 15,544
Trading ................... (1,256) (377) 115 64 132
ECN ....................... -- -- -- -- --
Other ..................... -- 2 21 222 388
------------ ----------- ----------- ------------ ------------
Total revenues ........... 11,268 14,738 2,962 11,075 16,064
------------ ----------- ----------- ------------ ------------

Costs and Expenses:
Cost of services .......... 4,659 6,925 1,494 5,218 7,307
Technology
development .............. 86 38 43 209 366
Selling, general and
administrative
expenses ................. 5,962 8,005 1,436 4,287 6,789
------------ ----------- ----------- ------------ ------------
Total costs and
expenses ................ 10,707 14,968 2,973 9,714 14,462
------------ ----------- ----------- ------------ ------------
Income (loss) before
provision for income
taxes ..................... 561 (230) (11) 1,361 1,602
Provision (benefit)
for income taxes .......... 275 (0) (8) 610 665
------------ -------------- -------------- ------------ ------------
Net income (loss) .......... $ 286 $ (230) $ (3) $ 751 $ 937
============ ============= ============= ============ ============
Pro forma data(1):
Earnings (loss) per share $ .02 $ (.02) $ (.00) $ .05 $ .06
============ ============= ============= ============ ============
Weighted average shares
outstanding ............... 15,468,750 15,468,750 15,468,750 15,468,750 15,468,750
============ ============= ============= ============ ============

Nine Months Ended
March 31,
--------------------------------
1997 1998
-------------- --------------

STATEMENTS OF
OPERATIONS DATA:
Revenues:
Brokerage ................. $ 11,267 $ 12,423
Trading ................... 139 (147)
ECN ....................... -- 434
Other ..................... 481 439
------------ ------------
Total revenues ........... 11,887 13,149
------------ ------------

Costs and Expenses:
Cost of services .......... 5,118 5,585
Technology
development .............. 232 344
Selling, general and
administrative
expenses ................. 4,201 6,855
------------ ------------
Total costs and
expenses ................ 9,551 12,784
------------ ------------
Income (loss) before
provision for income
taxes ..................... 2,336 365
Provision (benefit)
for income taxes .......... 609 84
------------ ------------
Net income (loss) .......... $ 1,727 $ 281
============ ============
Pro forma data(1):
Earnings (loss) per share $ .11 $ .02
============ ============
Weighted average shares
outstanding ............... 15,468,750 15,468,750
============ ============

June 30,
----------------------------------------------------
1993 1994 1995 1996 1997 March 31, 1998
-------- -------- -------- -------- -------- ---------------
(in thousands)

BALANCE SHEET DATA:
Cash and cash equivalents ......... $ 106 $ 84 $ 37 $ 177 $ 641 $ 604
Total assets ...................... 2,906 1,716 1,657 3,263 3,799 3,182
Total liabilities ................. 1,157 197 141 996 1,944 1,218
Shareholders' equity .............. 1,749 1,519 1,516 2,267 1,855 1,964

- ------------
(1) Pro forma data gives effect to the 68.75 for 1 forward stock split as part
of the Company's reincorporation in Delaware.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Financial
Statements and Notes thereto included elsewhere in this Prospectus. This
discussion contains forward-looking statements. Words or phrases such as "should
result, are expected to, we anticipate, we estimate, we project" or similar
expressions are intended to identify forward-looking statements. These
statements are subject to certain risks and uncertainties including, but not
limited to, those set forth under "Risk Factors" and elsewhere in this
Prospectus that could cause actual results to differ materially from the
Company's historical experience and its present expectations or projections.
Caution should be taken not to place undue reliance on any such forward-looking
statements, since such statements speak only as of the date of the making of
such statements.

General

The Company is a registered securities broker/dealer which provides its
customers with computerized access to securities price information and enables
its customers to transmit buy and sell orders for execution. The Company also
operates an electronic communications network, the ATTAIN ECN, on which
subscribers may post bids and offers for OTC securities. Substantially all of
the Company's revenues to date have been derived from commissions on customer
transactions. In fiscal 1995, the Company temporarily substantially discontinued
dealing with retail customers and its principals concentrated on market making
activities in an affiliated company, Domestic Securities, Inc. ("DSI"), due to
regulatory changes. DSI competed on the basis of price rather than the more
traditional practice of buying order flow. In fiscal 1996, the Company's
principals returned their focus to All-Tech and its brokerage business. The
Company's ATTAIN ECN began to generate revenues in February 1998 and is expected
to become a significant source of revenues.

Results of Operations

The following table sets forth, for the periods indicated, the percentage
of revenues represented by the items reflected in the Company's Statement of
Operations.

Nine Months Ended March
Years Ended June 30, 31,
-------------------------------------- -----------------------
1995 1996 1997 1997 1998
------------ ---------- ---------- ---------- ----------

Revenues:
Brokerage commissions and fees .............. 95.4% 97.4% 96.8% 94.8% 94.5%
Trading gains (losses) ...................... 3.9 0.6 0.8 1.2 ( 1.1)
ECN fees .................................... 0.0 0.0 0.0 0.0 3.3
Other ....................................... 0.7 2.0 2.4 4.0 3.3
----- ----- ----- ----- -----
Total Revenues ............................... 100.0 100.0 100.0 100.0 100.0
----- ----- ----- ----- -----
Costs and Expenses:
Cost of services ............................ 50.4 47.1 45.5 43.0 42.5
Technology development ...................... 1.5 1.9 2.3 2.0 2.6
Selling, general and
administrative expenses ................... 48.5 38.7 42.2 35.3 52.1
----- ----- ----- ----- -----
Total Costs and Expenses ..................... 100.4 87.7 90.0 80.3 97.2
----- ----- ----- ----- -----
Income (loss) before
provision for income taxes .................. ( 0.4) 12.3 10.0 19.7 2.8
Provision (benefit) for income taxes ......... ( 0.3) 5.5 4.2 5.1 .7
----- ----- ----- ----- -----
Net income (loss) ............................ ( 0.1)% 6.8% 5.8% 14.6% 2.1%
===== ===== ===== ===== =====

Nine Months Ended March 31, 1998 Compared to Nine Months Ended March 31, 1997

Revenues. Total revenues increased approximately $1.2 million or 10.1% to
$13.1 million for the nine months ended March 31, 1998 from $11.9 million for
the nine months ended March 31, 1997. This increase resulted primarily from an
increase in brokerage commissions and fees and fees of approximately $.4 million

from the Company's ATTAIN ECN which the Company commenced operating on February
17, 1998, offset by trading losses of approximately $.3 million. The Company
believes that it has established adequate doubtful account reserves for
non-collection of ECN fees receivable. Since the Company has very limited actual
experience on which to base the amount of doubtful account reserve, there can be
no assurance that such reserve will be sufficient. Brokerage commissions and
fees increased approximately $1.1 million or 10% to $12.4 million for the nine
months ended March 31, 1998, from $11.3 million for the same period in fiscal
1997. The increase in brokerage commissions and fees resulted primarily from an
increase in the number of customer transactions processed by the Company.
Customer transactions for the nine months ended March 31, 1998 were
approximately 539,000 compared to 472,000 for the comparable period in fiscal
1997, an increase of 14%. Average commissions per transaction declined from
$23.88 for the nine months ended March 31, 1997, to $ 23.05 for the same period
in fiscal 1998. Trading revenue declined approximately $286,000 or 206% from
$139,000 for the nine months ended March 31, 1997 to $(147,000) for the nine
months ended March 31, 1998.

Cost of Services. Cost of services increased approximately $.5 million or
10% to $5.6 million for the nine months ended March 31, 1998 from $5.1 million
for the comparable period in fiscal 1997. This increase is primarily
attributable to the increase in customer transactions processed in the nine
months ended March 31, 1998 and to the increase in lower margin customer
transactions generated by the branch offices.

Technology Development. Technology development costs increased
approximately $112,000 or 48% to $344,000 for the nine months ended March 31,
1998, from $232,000 for the comparable period in fiscal 1997. This increase is
primarily attributable to the hiring of additional personnel to enhance, improve
and maintain the Company's extensive data processing activities and the ATTAIN
trading system and ECN software.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $2.6 million or 62% to $6.8
million for the nine months ended March 31, 1998 from $4.2 million for the
comparable period in fiscal 1997. The increase was attributable to increases in
salaries and related costs, communication expenses, data processing costs,
professional fees, marketing, and other general office, occupancy and operating
expenses including expenses resulting from the opening of additional branch
offices. These increases in selling, general and administrative expenses were a
result of the Company's continuing efforts to enable itself to handle increases
in volume and future increased growth.

Provision for Income Taxes. Provision for income taxes represents the
expense recognized by the Company for federal and state income taxes at an
effective rate of 23% for the nine months ended March 31, 1998, and 26% for the
comparable period in fiscal 1997. Provision for income taxes decreased
approximately $526,000 or 86% to $84,000 for the nine months ended March 31,
1998 from $610,000 for the nine months ended March 31, 1997.

Net Income. Net income decreased approximately $1.4 million or 82% to $.3
million for the nine months ended March 31, 1998 from $1.7 million for the nine
months ended March 31, 1997.

Year Ended June 30, 1997 Compared to Year Ended June 30, 1996

Revenues. Total revenues increased approximately $5.0 million or 45% to
$16.1 million for the year ended June 30, 1997 from $11.1 million for the year
ended June 30, 1996. Brokerage commissions and fees increased 44% to $15.5
million for the year ended June 30, 1997 from $10.8 million for fiscal 1996. The
increase in brokerage commissions and fees resulted primarily from an increase
in the number of customer transactions processed by the Company. The Company
processed approximately 653,000 customer transactions for the year ended June
30, 1997, compared to 444,000 for fiscal 1996, or an increase of 47%. Average
commissions per transaction declined from $24.32 for the year ended June 30,
1996, to $23.79 for fiscal 1997.

Cost of Services. Cost of services increased approximately $2.1 million or
40% to $7.3 million in fiscal 1997 from $5.2 million in fiscal 1996. The
increase in cost of services is attributable to an increase in customer
transactions processed by the Company.

Technology Development. Technology development costs increased
approximately $157,000 or 75% to $366,000 in fiscal 1997 from $209,000 in fiscal
1996. This increase is primarily attributable to the hiring of additional
personnel to enhance, improve and maintain the Company's data processing
activities and ATTAIN trading system and ECN software.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $2.5 million or 58% to $6.8
million in fiscal 1997 from $4.3 million in fiscal 1996. This increase was
attributable to increases in general salaries and related costs, officers'
salaries, communication expenses, data processing costs, professional fees,
marketing, and other general office, occupancy and operating expenses and
expenses related to additional branch offices.

Provision for Income Taxes. Provision for income taxes represents the
expense recognized by the Company for federal and state income taxes at an
effective rate of 41% for fiscal 1997 and 45% for fiscal 1996. Provision for
income taxes increased approximately $55,000 or 9.0% to $665,000 for the year
ended June 30, 1997 from $610,000 for the year ended June 30, 1996.

Net Income. Net income increased approximately $186,000 or 25% to $937,000
for fiscal 1997 from $751,000 for fiscal 1996.

Year Ended June 30, 1996 Compared to Year Ended June 30, 1995

Revenues. Total revenues increased approximately $8.1 million to $11.1
million for the year ended June 30, 1996 from $3.0 million for the year ended
June 30, 1995. Brokerage commissions and fees increased approximately $8.0
million to $10.8 million in fiscal 1996 from $2.8 million in fiscal 1995. This
increase in brokerage commissions and fees in fiscal 1996 is primarily
attributable to the resumption of active retail brokerage services. In fiscal
1995 the Company temporarily discontinued its retail brokerage business due to
regulatory changes in the rules governing SOES trading.

Cost of Services. Cost of services increased approximately $3.7 million or
247% to $5.2 million in fiscal 1996 from $1.5 million in fiscal 1995. The
increase in cost of services is attributable to an overall increase in customer
transactions processed by the Company due to the resumption of active retail
brokerage activities in fiscal 1996.

Technology Development. Technology development costs increased
approximately $166,000 or 386% to $209,000 in fiscal 1996 from $43,000 in fiscal
1995. This increase was primarily attributable to the hiring of additional
personnel to enhance, improve and maintain the Company's continuously expanding
data processing operations.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $2.9 million or 207% to $4.3
million in fiscal 1996 from $1.4 million in fiscal 1995. The increase was
attributable to increases in general salaries and related costs, officers'
salaries, communication expenses, data processing costs, professional fees and
other general office and operating expenses. These increases in selling, general
and administrative expenses were the result of the resumption of retail
brokerage activities in fiscal 1996.

Provision (Benefit) for Income Taxes. Provision for income taxes represents
the expense recognized by the Company for federal and state income taxes at an
effective rate of 45% for fiscal 1996 and 0% for fiscal 1995. Provision
(benefit) for income taxes increased approximately $617,000 to $610,000 for the
year ended June 30, 1996 from ($7,000) for the year ended June 30, 1995.

Net Income (Loss). Net income (loss) increased approximately $754,000 to
$751,000 for fiscal 1996 from ($3,000) for fiscal 1995.

Quarterly Results

The following table sets forth certain unaudited quarterly financial data
for the seven quarters ended March 31, 1998. In the opinion of the Company's
management, this unaudited information has been prepared on the same basis as
the audited financial statements contained herein and includes all adjustments
(consisting of normal recurring adjustments) necessary to present fairly the
information set forth therein when read in conjunction with the Financial
Statements and Notes thereto. The operating results for any quarter are not
necessarily indicative of results for any future period.

Three Months Ended
September 30, December 31, March 31,
1996 1996 1997
--------------- -------------- -----------
(In thousands)

Revenues:
Brokerage commissions
and fees .................... $ 3,152 $ 3,946 $ 4,168
Trading gains (losses) ....... 77 204 (142)
ECN fees ..................... -- -- --
Other ........................ 79 225 177
-------- -------- -------
Total revenues .............. 3,308 4,375 4,203
-------- -------- -------
Costs and expenses:
Cost of services ............. 1,420 1,857 1,840
Technology
development ................. 77 78 76
Selling, general and
administrative expenses 728 1,398 2,075
-------- -------- -------
Total costs and expenses 2,225 3,333 3,991
-------- -------- -------
Income (loss) before
provision for income
taxes ........................ 1,083 1,042 212
Provision (benefit) for
income taxes ................. 305 305 --
-------- -------- -------
Net income (loss) ............. $ 778 $ 737 $ 212
======== ======== =======

As a Percentage of Total Revenues
----------------------------------------------
Revenues:
Brokerage commissions
and fees .................... 95.3% 90.2% 99.2%
Trading gains (losses) ....... 2.3 4.7 ( 3.4)
ECN fees ..................... -- -- --
Other ........................ 2.4 5.1 4.2
----------- -------- -------
Total revenues .............. 100.0 100.0 100.0
----------- -------- -------
Costs and expenses:
Cost of services ............. 42.9 42.4 43.8
Technology development ....... 2.4 1.8 1.8
Selling, general and
administrative expenses 22.0 32.0 49.4
----------- -------- -------
Total costs and expenses 67.3 76.2 95.0
----------- -------- -------
Income (loss) before
provision for income
taxes ........................ 32.7 23.8 5.0
Provision (benefit) for
income taxes ................. 9.2 7.0 --
----------- -------- -------
Net income (loss) ............. 23.5% 16.8% 5.0%
=========== ======== =======

Three Months Ended
June 30, September 30, December 31, March 31,
1997 1997 1997 1998
------------ --------------- -------------- ------------
(In thousands)

Revenues:
Brokerage commissions
and fees .................... $ 4,277 $ 4,041 $ 4,518 $ 3,864
Trading gains (losses) ....... (6) 68 (34) (181)
ECN fees ..................... -- -- -- 434
Other ........................ (94) 176 260 3
---------- -------- ------- --------
Total revenues .............. 4,177 4,285 4,744 4,120
---------- -------- ------- --------
Costs and expenses:
Cost of services ............. 2,190 1,755 1,705 2,125
Technology
development ................. 134 121 129 95
Selling, general and
administrative expenses 2,588 2,074 2,457 2,324
---------- -------- ------- --------
Total costs and expenses 4,912 3,950 4,291 4,544
---------- -------- ------- --------
Income (loss) before
provision for income
taxes ........................ (735) 335 453 (424)
Provision (benefit) for
income taxes ................. 55 80 92 (88)
---------- -------- ------- --------
Net income (loss) ............. $ (790) $ 255 $ 361 $ (336)
========== ======== ======= ========
Revenues:
Brokerage commissions
and fees .................... 102.4% 94.3% 95.2% 93.8%
Trading gains (losses) ....... ( 0.2) 1.6 ( 0.7) ( 4.4)
ECN fees ..................... -- -- -- 10.5
Other ........................ ( 2.2) 4.1 5.5 .1
---------- -------- ------- --------
Total revenues .............. 100.0 100.0 100.0 100.0
---------- -------- ------- --------
Costs and expenses:
Cost of services ............. 52.4 41.0 35.9 51.6
Technology development ....... 3.2 2.8 2.7 2.3
Selling, general and
administrative expenses 62.0 48.4 51.8 56.4
---------- -------- ------- --------
Total costs and expenses 117.6 92.2 90.4 110.3
---------- -------- ------- --------
Income (loss) before
provision for income
taxes ........................ (17.6) 7.8 9.6 (10.3)
Provision (benefit) for
income taxes ................. 1.3 1.9 2.0 ( 2.1)
---------- -------- ------- --------
Net income (loss) ............. (18.9)% 5.9% 7.6% ( 8.2)%
========== ======== ======= ========

The Company expects to experience significant fluctuations in future
quarterly operating results that may be caused by many factors, including, but
not limited to, the timing of introductions of enhancements to financial
services and products offered by the Company or its

competitors; market acceptance of financial services and products; changes in
transaction volume on the securities markets; trends in the securities markets;
domestic and international regulation of the brokerage industry; changes in
pricing policies by the Company or its competitors; changes in strategy; the
success of or costs associated with acquisitions or other strategic
relationships; changes in key personnel; seasonal trends; the extent of
expansion; the mix of sales; changes in the level of operating expenses to
support projected growth; and general economic conditions. Due to the foregoing
factors, quarterly revenues and operating results are difficult to forecast, and
the Company believes that period-to-period comparisons of its operating results
will not necessarily be meaningful and should not be relied upon as an
indication of future performance. It is likely that the Company's future
quarterly operating results from time to time will not meet the expectations of
securities analysts or investors, which may have an adverse effect on the market
price of the Company's Common Stock and the Warrants.

The securities industry is subject to extensive regulation under federal,
state and applicable international laws. As a result, the Company is required to
comply with many complex laws and rules and its ability to do so is dependent in
large part upon the establishment and maintenance of a qualified compliance
system. See "Risk Factors--Securities Regulation in General."

Liquidity and Capital Resources

The Company has financed its activities in the periods discussed above from
cash provided by operations. The Company currently anticipates that its
available cash resources from operations and the net proceeds of this Offering
will be sufficient to meet its presently anticipated working capital and capital
expenditure requirements for at least the next 12 months.

Cash provided by operating activities was $257,000 for the nine months
ended March 31, 1998, compared to $2,185,000 for the nine months ended March 31,
1997. This decrease in cash provided by operating activities of $1,928,000 was
primarily attributable to a decrease in net income of $1,446,000, and a net
increase in operating assets over liabilities of $621,000, offset by an increase
in depreciation of $139,000.

Cash provided by operating activities was $1,312,000 for the year ended
June 30, 1997, compared to $195,000 for the year ended June 30, 1996. This
increase in cash provided by operating activities of $1,117,000 was primarily
attributable to an increase in net income of $187,000, a net decrease in
operating assets over liabilities of $851,000, an increase in depreciation of
$35,000 and a non-cash charge for abandoned equipment of $44,000.

Cash provided by operating activities was $195,000 for the year ended June
30, 1996 compared to $1,000 for the year ended June 30, 1995. This increase in
cash provided by operating activities of $194,000 was primar-ily attributable to
an increase in net income of $754,000 and an increase in operating assets over
liabilities of $569,000, offset by an increase in depreciation of $9,000.

Cash used by investing activities was $283,000 for the nine months ended
March 31, 1998, compared to $243,000 for the nine months ended March 31, 1997.
Cash used in investing activities for the years ended June 30, 1997, 1996 and
1995 was $381,000, $43,000 and $97,000, respectively. Cash used in investing
activities is attributable to purchases of property and equipment.

Cash used by financing activities was $12,000 for the nine months ended
March 31, 1998, compared to $694,000 for the nine months ended March 31, 1997.
This decrease in cash used is primarily attributable to decreased loan
activities with the Company's parent, affiliate and related parties during 1998,
offset by deferred offering costs in 1998.

Cash used in financing activities was $466,000 in fiscal 1997, an increase
from $12,000 in fiscal 1996. This increase is primarily attributable to
dividends paid of $1,350,000 and a net repayment of a loan to the parent in the
amount of $900,000.

Cash used in financing activities was $12,000 in fiscal 1996, an increase
from cash provided of $49,000 in fiscal 1995. This increase is primarily
attributable to decreased loan activity.

Recently Issued Accounting Standards

intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of the grant
over the amount an employee must pay to acquire the stock. Since the Company
intends to set the exercise price of the Company's employee stock options to be
granted prior to this Offering equal to the market price of the underlying stock
on the date of grant, no compensation expense will be recognized.

In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). The new
rules are effective for both interim and annual financial statements for the
periods ending after December 15, 1997. SFAS 128 supersedes APB No. 15 to
conform earnings per share with international standards as well as to simplify
the complexity of the computation under APB No. 15. The previous primary
earnings per share ("EPS") calculation is replaced with a basic EPS calculation.
The basic EPS differs from the primary EPS calculation in that the basic EPS
does not include any potentially dilutive securities. Fully dilutive EPS is
replaced with diluted EPS and should be disclosed regardless of dilutive impact
to basic EPS. Accordingly, the Company has adopted SFAS 128 effective December
31, 1997.

In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This
statement, which is effective for fiscal years beginning after December 15,
1997, expands or modifies disclosures and should have no impact on the Company's
financial position, results of operations or cash flows.

Year 2000

The Company's review of its own operating systems does not indicate any
Year 2000 problems. However, the Company is highly dependent on third party
vendors. Failures and interruptions, if any, resulting from the inability of
certain computing systems of third party vendors, including the Company's
clearing broker to recognize the Year 2000 could have material adverse effect on
the Company's results of operations. There can be no assurance that the Year
2000 issue can be resolved by any of such third parties prior to the upcoming
change in the century. Although the Company may incur substantial costs,
particularly costs resulting from charges by its third party service providers,
in correcting Year 2000 issues, such costs are not sufficiently certain to
estimate at this time.

Trends

The Company anticipates that its average commission per customer
transaction will continue to decline in order to remain competitive.

BUSINESS

The following discussion of the Company's business contains forward-looking
statements which involve risks and uncertainties. The Company's actual results
may differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including, but not limited to, those set forth
under "Risk Factors" and elsewhere in this Prospectus.

Overview

All-Tech, through its proprietary ATTAIN trading system software, provides
its customers with real-time computerized access to comprehensive price
information for OTC securities traded on Nasdaq and securities traded on various
national and regional exchanges, and enables its customers to instantaneously
transmit buy and sell orders for execution. All-Tech also provides its customers
with discounted commissions, electronic reports regarding the customer's orders
and account status, customizable display screens, analytical modeling tools and
news media reports. The Company has also developed and commenced operation of
its ATTAIN ECN, an electronic communications network ("ECN"). ECNs provide
investors an alternative trading system to traditional Nasdaq trading. Through
the ATTAIN trading system, subscribers can directly place buy and sell orders
for Nasdaq traded stocks. Matching orders are paired off and the trade is
executed by the ATTAIN ECN. Additionally, the best bid and offer in each
Security which is placed on the ATTAIN ECN will be displayed automatically and
dynamically on a real-time basis on Nasdaq along with market maker quotations.
The ATTAIN trading system permits the customer to eliminate the need to have the
customer's order placed through a market maker, therefore eliminating the market
maker and the costs associated with such market maker.

The Company's services are primarily utilized by self-directed traders who
engage in "day trading." Day traders engage in the buying and selling of
securities many times during the course of a day based on short-term price
volatility. They typically close out all open positions by the end of the day in
order to manage risk when the markets are closed. Frequently, a position may be
closed within minutes of the initial purchase or sale. All-Tech has over 1,500
active customers. The Company's average aggregate customer transaction volume
has ranged between 2,500 and 3,000 trades per trading day for the last 12
months. All-Tech's customers can access All-Tech's ATTAIN trading system at
All-Tech's main office, at one of its 18 branch offices or in their homes or
offices through a computer connected to the ATTAIN trading system via dedicated
telephone lines or the Internet.

All-Tech's objectives are to become the leading provider of electronic
brokerage services to self-directed traders and investors and to expand the
range of services and business activities engaged in by the Company. The
Company's strategy to accomplish its objectives includes (i) enhancing awareness
of the Company's ATTAIN trading system and ATTAIN ECN through marketing and
advertising, (ii) expanding its customer base through an aggressive marketing
campaign, opening additional branch offices and expanding services to attract
less active traders, (iii) analyzing and exploring opportunities to commence new
business activities, including self-clearing, electronic trading of financial
instruments other than stocks and options, underwriting securities offerings,
and other traditional investment banking and merchant banking activities, and
(iv) pursuing opportunities to offer the Company's services internationally
through use of the Internet and telecommunications systems.

Regulatory Background and Development of Active Electronic Trading

The National Association of Securities Dealers Automated Quotations System
was developed by Harris Corporation and commenced operating in the early 1970s.
For the first time there was a uniform public display of over-the-counter
securities prices. This ability to discover prices is called transparency.
Several years later the National Association of Securities Dealers, Inc. (the
"NASD") purchased this system from Harris. Today, Nasdaq provides a dynamic
display of quotes from both market makers (broker/dealers which agree to
continuously buy and sell securities at their posted prices) and ECNs
(electronic trading systems which display bids to buy and offers to sell Nasdaq
securities received from subscribers of the ECN and which match bids and offers
for the same security at the same price).

In 1984, Nasdaq developed the Small Order Execution System ("SOES"). SOES
is a computerized, order execution system which automatically executes small
retail orders to buy or sell securities against market makers quoting the best
price available. Each market maker is required to execute orders received, up to
the size of its quotation, while that quotation is outstanding (the "Firm Quote
Rule", a violation of which is called "backing away"). During the market break
of October 1987, many Nasdaq market makers informally withdrew from their
markets by refusing to answer the telephone. In the illiquid Nasdaq market which
resulted, prices then declined precipitously as customers were left with no way
to obtain execution of their orders.

Following a number of governmental studies of the problem, the NASD
required market maker participation in SOES. Market makers could no longer back
away because they would receive up to five automatic executions of up to 1,000
shares each. At about the same time All-Tech began to utilize SOES to execute
customer orders. The sudden receipt by market makers of these executed orders
upset them because they could no longer engage in backing away. The market
makers pressured the NASD to eliminate SOES trading, and for several years the
Company and other firms utilizing SOES in this manner were subjected to the
highest level of scrutiny by the NASD. As a result, the NASD found that the
Company had violated certain SOES rules and imposed fines and the NASD suspended
the Company from utilizing SOES for seven months in 1988. Additionally, as a
result of market maker pressure, the NASD adopted rules designed to severely
curtail active trading on SOES. These rules negatively impacted the Company's
earnings in the fiscal years ended June 30, 1992 through 1994 by causing the
Company to incur significant legal expenditures in connection with its legal
battles with the NASD and in the fiscal year ended June 30, 1995, by
substantially reducing the number of shares which could be traded via SOES.

The Company and its principals opposed entrenched industry interests and
undertook to enhance the Company's business outlook by bringing pressure to bear
to level the playing field for public investors, which the Company believed
would encourage them to risk becoming active traders. In 1996, the United States
Department of Justice ("DOJ") and the SEC entered into agreements with 24 major
market makers and with the NASD, respectively. The DOJ and SEC concluded that
these market makers had colluded to fix prices and maintain artificially wide
spreads in the over-the-counter market and found that the NASD had, at the
urging of market makers, subjected firms such as the Company to disparate
treatment, to their detriment.

In 1996, the SEC adopted rules which brought about sweeping changes in the
structure of the over-the-counter market and were very beneficial for the
Company and its customers, as well as to public companies and their
shareholders. These rules, known as the Order Handling Rules, permitted the
creation and operation of electronic communication networks (ECNs). The Order
Handling Rules require market makers to display certain limit orders in their
quotations or to send those orders to an ECN for display. The increased
regulatory emphasis on enforcing compliance with the duty of brokers to obtain
the best execution for their customers has fostered the growing importance of
ECNs, which provide an ever-increasing source of liquidity (having a ready
market to buy or sell stock) in the over-the-counter market. See "--Government
Regulation."

The growth in importance of the ECNs reduces the reliance of the market on
quotes from market makers, who continue to lobby the NASD, the SEC and the
Congress for ways to reduce their Firm Quote Rule obligations.

Applicable Nasdaq Rules

Active trading is dependent upon liquidity -- the ability to buy or sell
stock at any given time. Until recently, this liquidity was primarily provided
by Nasdaq and an alternative trading system called Instinet. Both systems
display quoted bid and ask prices for stock and have automatic execution
capacity. However, the liquidity on Instinet is available only to institutional
customers and certain brokerage firms. In addition, until recently, liquidity on
Nasdaq was defined by certain SOES rules, and was either 1,000, 500 or 200
shares, depending on the trading characteristics of each particular stock. Thus,
active electronic traders generally traded the most highly capitalized stocks
with high trading volume, the Nasdaq 100, trading at least 1,000 shares at a
time (the maximum permitted by applicable SOES rules). When active electronic
trading was first popularized, each market maker was obligated for five trades
of 1,000 shares each at its posted bid or ask quote (the number regulatory
officials thought necessary after the 1987 market break). As a result of
pressure by market makers, that number of trades has been brought down to two
trades of 1,000 shares each, and for 150 Nasdaq selected stocks, market makers
are obligated to trade only 100 shares at their posted quote before being given
17 seconds

to change that quote. Since the adoption of the Order Handling Rules, ECNs have
provided an increasing share of liquidity to the public, lessening, to a certain
extent, dependence on market maker quotations. Simultaneously, market makers
have continued to press their case to be able to quote all stocks for as little
as 100 shares and at their urging the NASD has submitted a rule proposal to the
SEC for its approval to accomplish this goal.

Services

The Company's services are offered to its customers through its proprietary
trading system, ATTAIN, which was designed to serve the person actively trading
his or her own account. Customers can trade securities at All- Tech's main
office, at one of its 18 nationwide branch offices, or from their home or office
"remotely."

The ATTAIN Trading System

Trading. The Company's proprietary ATTAIN trading system is a fully
automated system by which a customer can transmit an order for exchange listed
or OTC stocks and for equity and index options to the Company for execution.
Through the ATTAIN trading system, the customer can place a long or short,
market or limit order (good til canceled, day or limited time period). The
Company then, through the ATTAIN trading system, instantaneously reviews the
order for compliance with regulatory, margin and risk management guidelines,
transmits the order to the customer selected marketplace for execution and
immediately and dynamically notifies the customer of the status of that order,
as well as of the customer's account generally.

With just three mouse clicks a customer can place an order to buy or sell a
security. In a fraction of a second the order is sent to the marketplace chosen
by the customer--a Nasdaq electronic trading system, an ECN such as ATTAIN or a
stock exchange. Because All-Tech's customers generally choose a marketplace with
automatic execution capacity, the execution frequently takes place within
several seconds. The customer electronically receives immediate confirmation of
the trade execution.

Executions through the ATTAIN trading system always take place at the price
and on the market the customer, not the Company, deems best. The Company does
not participate in payment for order flow arrangements. Broker/dealers that
participate in payment for order flow arrangements receive a per share fee for
all orders sent to a particular market maker. The Company believes that the sale
of its customers' orders for a fee would represent a conflict of interest and
influence the choice of where these orders are sent, perhaps not in the
customer's best interest. All-Tech's customers therefore frequently receive
price improvement (executions at better than the National Best Bid/Offer ("NBBO"
or "inside price")).

The ATTAIN trading system was developed for the active, self-directed
trader. However, the Company intends to adapt the ATTAIN trading system for use
by less active investors who wish to avail themselves of a point and click
system for their occasional trades. All-Tech can provide an easy to use
graphical interface used via the Internet. Although active traders generally
purchase dedicated telecommunications service for the communication of their
orders, the service is available through the Internet as well.

All-Tech continually makes improvements to its ATTAIN trading system,
adding features and additional instruments to trade, such as exchange traded
index options, and additional information to assist them with their trading
decisions. All-Tech's goal is to enable investors everywhere to trade any
instrument traded on any marketplace in the world and to make the financial
markets readily accessible anywhere, anytime they are open.

Market Information. The Company currently purchases quotation information
and news through PC Quote and other vendors. All on-site customers receive, free
of charge, real-time, dynamically updated information regarding the inside
prices for all securities. Some of the Company's well-known on-line competitors
require the customer to wait until an order is placed to receive such
information. All-Tech believes the customer cannot intelligently place an order
without this information. Customers who trade at All-Tech's main office or one
of its branch offices receive at no charge, on ATTAIN's easy to use point and
click system, detailed real-time, dynamically updated information regarding all
quotations of all market makers in OTC securities, as well as trade data, a
ticker of trades effected by All-Tech for its customers, all bid and offer
quotations in the ATTAIN ECN, news, and real-time analytic charts and graphs.
Remote customers must pay $250 monthly for such service plus an additional
charge for news, but high volume traders receive rebates which can eliminate
such charge.

Account Information. Through the ATTAIN trading system, each All-Tech
customer can receive, on a continuous basis, account information setting forth
all open positions and, on an intra-day basis, realized and unrealized profit
and loss. In addition to screen displays of account activity and profit and
loss, active customers receive a daily printout of trade confirmations and
buying power, and receive detailed monthly statements.

Account Security. All-Tech utilizes a combination of proprietary and
industry standard security measures to protect customers assets. Customers are
assigned unique account numbers and user identifications and select their own
passwords that must be used each time they log on to the ATTAIN trading system.
The Company relies on encryption and authentication technology, including
technology licensed from Check Point Software Technologies Ltd., to provide the
security and authentication necessary to effect the secure exchange of
information. In addition, the Company uses secure socket layer technology for
data encryption (the system will permit communications only from recognized
account sources) to protect the ATTAIN trading system. A second level of
password protection must be used prior to order placement. Telephone
transactions are secured through a personal identification number.

The ATTAIN ECN

All-Tech's proprietary ATTAIN ECN is a system by which subscribers
(broker/dealers) can post bids and offers expressing their customer's trading
interest in a particular over-the-counter security. The best bid and offer for
each security is posted on Nasdaq. Customers frequently utilize the ATTAIN ECN
to post a new "inside" buy or sell order (at a price better than the current
NBBO) on Nasdaq and thereby attract any party interested in buying or selling at
that price. All-Tech attracts customers by offering its ATTAIN ECN service free
of charge to All-Tech accounts. Subscribers of the ATTAIN ECN are charged from
$1.00 per transaction to $.015 per share for using the ATTAIN ECN.
Non-subscribers who access the ATTAIN ECN through Nasdaq are charged $.015 per
share for each executed order. All-Tech has recognized approximately $434,000 in
revenues through March 31, 1998, from the operation of the ATTAIN ECN since it
commenced operating in February 1998.

Controversy as well as competitive pressures exist regarding the fees
charged by various ECNs to non-subscribers and All-Tech may not continue to
charge its current rates. The Company has experienced some resistance and delay
in collecting these fees. All-Tech intends to pursue vigorously its legal
remedies to enforce such collection. A reduction in rates unaccompanied by a
rise in non-subscriber usage would negatively impact ATTAIN ECN revenues.
Additionally, Nasdaq itself has proposed that it be permitted to operate a limit
order book (essentially an ECN). Should this proposal be adopted and Nasdaq
offer a low-cost alternative to privately operated ECNs on which substantial
numbers of limit orders were reflected, this could have a negative competitive
impact on the ATTAIN ECN. There can be no assurance whether such proposal will
be approved and, if approved, when Nasdaq' s ECN might become operational. This
proposal is vigorously opposed by a number of industry participants, including
All-Tech, as potentially anti-competitive. There can be no assurance as to when,
if at all, such proposal will be approved by the SEC.
See "--Government Regulation."

Branch Offices

The Company conducts retail business at its 18 branch offices located
throughout the United States. Each branch office is managed by one or more
branch managers, who are employees of the Company. In general, branch managers
pay a one-time, non-refundable, negotiated fee for the opportunity to manage a
branch.

Proprietary Trading

All-Tech engages in trading for its own account, primarily utilizing the
ATTAIN ECN. All-Tech has recently entered into a joint back office arrangement
with Southwest Securities, Inc. ("Southwest"), its clearing firm, pursuant to
which All-Tech has become a shareholder of Southwest and is therefore entitled
to utilize the capital of Southwest in its trading operations. The agreements
with Southwest will permit All-Tech to trade the Company's proprietary account
utilizing 10 to 1 margin, rather than the 2 to 1 margin generally mandated by
federal regulation. All-Tech also acts as a market maker in a limited number of
securities.

All-Tech's Strategy

The Company's objective is to maintain a leadership position in the
electronic trading industry and to increase the range of the Company's business
activities. The key elements of the Company's strategy to accomplish this
objective include:

(1) Enhancing awareness of the Company's identity and its ATTAIN trading
system and ATTAIN ECN services through a significant advertising and
marketing campaign;

(2) Expanding the customer base through an aggressive marketing campaign,
the opening of additional branch offices and attracting less active
traders through aggressive promotion of the Company as an electronic
trading company which provides many additional profit enhancing features
for average investors;

(3) Broadening the range of the Company's activities. The Company is
analyzing a number of business options which it could pursue, such as
self-clearing (which would substantially reduce the cost of effecting
trades for customers as well as enable the Company to earn interest on
the customer funds deposited with it), underwriting, investment banking,
merchant banking, entering additional domestic and foreign markets and
promoting electronic trading on exchanges and in instruments other than
stocks, general retail business, market data vending and market making;
and

(4) Expanding internationally by obtaining permission to offer brokerage
services around the world, utilizing Internet or private
telecommunications systems.

The Company's strategy will require substantial investment of time and
money by the Company. The Company's ability to engage in business is regulated
by the terms of its NASD membership agreement. There can be no assurance that
the Company will obtain any necessary NASD, SEC or other regulatory approvals to
engage in new activities or undertake any new activities or that any new
activities can be accomplished or will be successful.

Future Growth and Development

The Company is considering engaging in a number of new financial
activities. The Company is currently having discussions with various parties
regarding alternative trading systems for instruments other than corporate
securities. It is All-Tech's view that there is a need on the part of traders to
trade instruments which are not popular trading vehicles at present, to mine a
new resource.

The Company is also considering self-clearing, an activity from which the
Company would expect to earn interest revenues from margin borrowing.
Significant start-up expenses would be incurred in commencing any of such
activities. There can be no assurance that any of such activities will be
commenced or, if commenced, will be operated profitably.

Strategic Relationships

The Company has a number of relationships with third party vendors which
are essential to the operation of its business. All-Tech clears on a fully
disclosed basis through Southwest, a large regional brokerage firm, pursuant to
a written clearing agreement. The Company enjoys a good relationship with
Southwest, which also offers its correspondents connection to All-Tech's ATTAIN
ECN. While alternative clearing firms are available at competitive rates, there
can be no assurance that All-Tech would achieve the same level of credit
availability, financial security or service with another firm.

The Company obtains quotation information from PC Quote, which in turn
obtains its quotations from exchanges and Nasdaq. While the Company is satisfied
with its service from PC Quote, it has been publicly reported that PC Quote has
been experiencing severe financing difficulties. Any interruption in quotation
service would materially adversely affect the Company. There can be no assurance
that PC Quote will not continue to experience such difficulties or that they
will continue to offer their quotation service. The Company has arranged back-up
quotation service from Standard & Poor's Comstock, and is developing its own
back-up service directly from Nasdaq.

The Company utilizes the news service of Dow Jones & Company, Inc. ("Dow
Jones"), which recently has been offered for sale by its current owner. If Dow
Jones is sold there can be no assurance that service prices and/or reliability
will remain the same for service currently provided by Dow Jones. The Company
also utilizes the services of Nasdaq. Nasdaq has experienced operating problems
in the past and there can be no assurance that such problems will not worsen or
that rates will not be increased. The Company's success also depends on its
ability to obtain for itself and its customers access to a breadth of quality
and comprehensive real-time and

historical financial market data from vendors whose products are technically
compatible with the Company's ATTAIN trading system software and its future
products and services. The Company believes that satisfactory alternative
arrangements are available from other firms, but there can be no assurance that
the terms or level of service would be as satisfactory.

The Company subscribes to the Island and Archipelago ECNs. Instinet has not
permitted the Company to subscribe to its services. Instinet is currently the
largest ECN (responsible for over 15% of Nasdaq trading and a greater percentage
of trading in the largest, most actively traded Nasdaq stocks). Instinet
executions can be more economically advantageous to its subscribers than to
non-subscribers who access Instinet through Nasdaq's SelectNet system. The
Company's business has been negatively affected by the inability to offer
Instinet to its subscribers; therefore, the Company has commenced, together with
an affiliated company, an arbitration against Instinet for wrongful denial of
service in violation of federal and state law and NASD rules. The Company is
seeking access to Instinet service, as well as monetary damages. There can be no
assurance that the Company will be successful in its arbitration or that it will
obtain Instinet service. A failure to obtain such service would continue to have
a material adverse effect on the Company's business, financial condition and
results of operations.

Risk Management

The Company has established various policies and procedures to manage its
exposure to risk. The Company closely monitors its core business, which consists
of servicing active day traders and operating its ATTAIN ECN. Specifically, the
Company requires each day trading customer to open his or her day trading
account with a minimum balance of $50,000. In addition, the Company monitors
each of its customers via computer analysis to assess the risk of each trade and
the customer's overall account position. The Company takes appropriate steps
with respect to customers who appear to hold overly concentrated or risky
positions, including limiting or rejecting undercapitalized trades or requiring
a customer to close out a position or liquidate securities.

Although the Company has established certain risk policies and procedures,
there can be no assurance that such procedures will prevent or substantially
limit all losses to the Company. In addition, if the Company diversifies its
activities following completion of the Offering, as it intends to do, the
Company will become subject to new risk management concerns. The Company may be
required to incur substantial expenditures and to implement significant
management controls to address such new risk management concerns.

Similar to other broker/dealers, the Company faces operating, principal and
credit risks. Operating risk arises out of the daily conduct of the Company's
business and relates to the possibility that one or more of the Company's
personnel could cause the Company to engage in imprudent business activities.
Principal risk relates to the fact that the Company holds securities that are
subject to changes in value and could result in the Company incurring material
losses. Credit risk occurs because the Company guarantees credit extended
through its clearing broker to various of its customers in the form of margin
loans, activities which constitute normal industry practice.

All-Tech also engages in trading for its own account, primarily utilizing
the ATTAIN ECN. Pursuant to a joint back office arrangement, the Company is
permitted to utilize the capital of Southwest, its clearing firm, in its trading
operations. The monetary risks associated with proprietary trading are managed
through real-time monitoring of the amount and types of securities held from
time to time by the Company and limiting the exposure to any one investment or
type of investment. These risks are monitored both by the Company's own
operations personnel and by the Company's clearing broker. See
"Business--Proprietary Trading."

Sales and Marketing

The Company markets its services directly, through its own sales personnel,
and on its Website at www.attain.com. All-Tech advertises in national and
regional print and radio and television media. The Company intends to increase
its sales and marketing expenditures and efforts following the completion of the
Offering.

The most significant source of customers for the Company has been the
All-Tech Training Group, Inc. ("ATTG") day trading training program. ATTG is an
affiliate of the Company and a wholly-owned subsidiary of Rushmore. Rushmore, a
principal shareholder of the Company and a Selling Shareholder in this
Offering, is owned by Harvey I. Houtkin, the Chairman, Chief Executive Officer
and Secretary of the Company, and Mark

D. Shefts, the President, Chief Operating Officer, Chief Financial Officer and
Treasurer of the Company. See "Certain Transactions" and "Principal and Selling
Shareholders." ATTG students are not required to become customers of All-Tech,
but the majority of them do so. All-Tech offers ATTG students a discounted
commission equal, in the aggregate, up to the amount of their tuition. All-Tech
strongly encourages all of its customers to take training at ATTG or elsewhere
if they are not experienced traders, but no training is required. ATTG attracts
its students through national and local advertising. ATTG offers an intensive
three week training course in electronic day trading on All-Tech's ATTAIN
trading system and the ATTAIN ECN adjacent to the Company's offices in Montvale,
New Jersey and Seattle, Washington. ATTG also offers two-day weekend courses
from time to time at each of the Company's branch office locations. ATTG does
not charge All-Tech for offering its training course at All-Tech's facilities
and All-Tech does not charge ATTG for use of its facilities. There can be no
assurance that ATTG and the Company will continue these arrangements, or that
ATTG will continue to train people who wish to become active day traders.
Although the Company could commence its own training program, it has no plan to
do so at this time.

Competition

The marketplace for electronic trading firms is intensely competitive and
rapidly changing. All-Tech believes that due to the anticipated growth of the
market for electronic brokerage services, active stock trading facilities, and
other factors, competition will increase in the future, even if there is a
consolidation among electronic trading firms. The Company believes its ability
to compete will depend upon many factors, both within and outside its control,
including the timing and market acceptance of new services and enhancements
developed by the Company and its competitors, functionality of such services,
data availability, ease of use, customer service and support, pricing,
reliability, and sales and marketing efforts.

All-Tech faces direct competition from a number of publicly-traded and
privately-held companies. It competes directly with other firms whose customers
engage in active day trading, other ECN systems, large Wall Street securities
firms, securities subsidiaries of major commercial bank holding companies and
major regional firms, as well as small niche players. The Company's principal
competitors in providing electronic brokerage services currently include such
firms as Datek Securities Corp., Terra Nova Trading, LLC, Block Trading Corp.
and Instinet Corporation, a division of Reuters. The Company's ATTAIN ECN
competes principally with Nasdaq market makers, Instinet, Datek Securities
Corp.'s Island ECN, Terra Nova Trading, LLC's Archipelago ECN, Bloomberg
Tradebook LLC's System ECN and Spear, Leeds & Kellogg's REDI ECN. The Company
also competes with on-line trading systems available on the Internet, such as
Charles Schwab & Co. Inc., E*Trade Capital Inc. and Accutrade Inc. In addition,
the Company faces competition from data vendors which offer investment analysis
software, news, quotations and other securities industry products.

Additionally, Nasdaq recently made a rule filing with the SEC which
contains a proposal to operate an ECN. All-Tech believes the operation of an ECN
by Nasdaq represents a potential conflict of interest for Nasdaq, which is
supposed to act as a neutral operator and regulator of the OTC marketplace. The
ECN proposed to be operated by Nasdaq would substantially favor market makers
over order-entry firms such as All-Tech. All-Tech vigorously opposes Nasdaq
operation of this ECN, as do many brokerage firms, and will vigorously urge the
SEC to disapprove such proposal. This proposal is in the public comment phase.

All-Tech seeks to offer its customers low prices, quality services and
continuous innovation. Although All-Tech offers competitively discounted
commissions, it does not seek to offer the very lowest commission rates, which
at some firms can be as low as $7.50 per trade. Such low rates are generally
offered by firms that also earn revenues from directing order flow to another
broker/dealer for execution in exchange for a per share fee. The ATTAIN trading
system permits the Company's customers to decide where their orders are
displayed and executed. The Company does not direct order flow because it
believes that the practice of directing order flow interferes with the broker's
fiduciary duty to its customer to obtain the best available price for the
customer.

The general financial success of companies engaging in electronic day
trading within the securities industry over the past several years has
strengthened existing competitors and has led to the entrance into this field of
many existing and newly established brokerage firms. Management believes that
such success will continue to attract new competitors. Additionally, it is
possible that new alliances among competitors may also emerge, with such
alliances acquiring significant market share.

Many of the Company's existing and potential competitors have longer
operating histories, significantly greater financial, technical and market
resources, greater name recognition and a larger installed customer base than
the Company. One or more of these competitors may be able to respond more
quickly to new or emerging technologies or changes in customer requirements, or
to devote greater resources to the development, promotion and sale of their
services and products than the Company. Larger and better capitalized
competitors are able to more aggressively advertise their products and services
on a national basis and many have a greater number and variety of distribution
outlets for their services. So-called on-line discount brokerage firms market
their services through aggressive pricing and promotional efforts.

Increased competition could result in price reductions, reduced margins or
loss of market share, any of which could materially adversely affect the
Company's business, financial condition and results of operations. There can be
no assurance that the Company will be able to compete successfully against
current or future competitors, or that competitive pressures faced by the
Company will not have a material adverse effect on its business, financial
condition and results of operations or the Company's ability to attract and
retain highly skilled individuals.

Intellectual Property and Other Proprietary Rights

The Company's success depends to a significant extent on its proprietary
technology. The Company relies primarily on copyright, trade secret and
trademark law to protect its technology. The Company has no patents. The Company
has registered its ATTAIN trademark in the United States, but has not yet
registered it in any foreign countries. There can be no guarantee of effective
trademark protection available for the Company's trademarks, trade names or
service marks. The Company's name has not been registered except with the SEC
and the NASD. The possible inability of the Company to effectively protect its
trade name and trademarks outside the United States could have an adverse effect
on the Company but at this time such effect is not expected to be material.

The source code for the Company's proprietary software is protected both as
a trade secret and as a copyrighted work. The Company enters into
confidentiality and assignment agreements with its associates, consultants and
vendors with access to the Company's proprietary information to control access
to, and distribution of, its software, documentation and other proprietary
information. Notwithstanding the precautions taken by the Company, it may be
possible for a third party to copy or otherwise obtain and use the Company's
software or other proprietary information without authorization or to develop
similar software independently. The laws of other countries may afford the
Company little or no effective protection of its intellectual property. The
inability of the Company to protect its intellectual property rights could have
a material adverse effect on the Company's business, financial condition and
operating results.

The Company may, in the future, receive notices of claims of infringement
of other parties' proprietary rights. Any such claims, with or without merit,
could be time consuming to defend, result in costly litigation, divert
management's attention and resources or require the Company to enter into
royalty or licensing agreements. There can be no assurance that such licenses
would be available on reasonable terms, if at all, and the assertion or
prosecution of any such claims could have a material adverse effect on the
Company's business, financial condition and operating results.

Government Regulation

Securities Industry Regulation:

The securities industry in the United States is subject to extensive
regulation under both federal and state laws. The SEC is the federal agency
responsible for the administration of the federal securities laws. All-Tech is
registered with the SEC as a broker/dealer. Most of the regulation of
broker/dealers has been delegated by the SEC to self-regulatory organizations
("SROs"), principally the NASD, which is the Company's primary regulator. These
SROs adopt rules (subject to SEC approval) that govern the industry. They
conduct periodic examinations of all the operations of all broker/dealers.
Pursuant to a membership agreement, the NASD sets forth activities a member firm
is permitted to engage in. Some of the new activities the Company may wish to
engage in may require modification of the Company's membership agreement, the
obtaining of a modification, if required, cannot be assured. Broker/dealers are
also subject to extensive regulation by the states and the District of Columbia.
The Company also is or will be subject to regulation by any foreign jurisdiction
or subdivision thereof where it seeks to conduct business.

The Company is licensed as a broker/dealer to conduct business in 44 states
and is applying for licenses in most of the remainder of the states and the
District of Columbia. There can be no assurance that the balance of such
licenses will be granted. The Company, as a foreign broker/dealer, may not be
granted a license to conduct business in certain foreign jurisdictions.

Broker/dealers are subject to regulations covering all aspects of the
securities business, including sales methods, trade practices among
broker/dealers, use and safekeeping of customers funds and securities, capital
structure, record-keeping and the conduct of officers, directors and employees.
The Company is required to comply with many complex and evolving laws and rules,
including rules relating to electronic trading. All-Tech's operation of the
ATTAIN trading system and the ATTAIN ECN, for example, subjects the Company to
Rule 17a-23 of the Exchange Act, which regulates certain communications carried
by on-line trading systems, requiring the Company to conduct certain record
keeping and reporting activities.

Additional legislation, changes in rules promulgated by the SEC, the NASD,
other SROs or one or more states, or changes in the enforcement of existing laws
and rules, may directly affect the mode of operation and profitability of
broker/dealers in general, and electronic trading firms such as All-Tech in
particular. The SEC, the NASD, other SROs and state securities commissions may
conduct administrative proceedings, which can result in censure, fine, the
issuance of cease-and-desist orders or the suspension or expulsion of a
broker/dealer or any of its officers or employees. The Company's ability to
comply with all applicable laws and rules is dependent in large part upon the
maintenance of a compliance system reasonably designed to ensure such
compliance. The principal purpose of regulation and discipline of broker/dealers
is the protection of customers and the securities markets, rather than
protection of creditors and shareholders of broker/dealers.

The Company anticipates that it may be subject to additional regulation as
the market for online commerce evolves. Currently, the ATTAIN ECN does not
subject All-Tech to regulation as an exchange. The SEC has proposed and
published for comment a new regulatory framework for alternative trading
systems. There can be no assurance as to the effect, if any, of any rules which
may be adopted based on such proposal. However, due to operation of the ATTAIN
ECN, the Company may have to choose to register as broker-dealer with certain
additional requirements or alternatively, as an exchange. The SEC has drafted
this proposal to address certain regulatory gaps created by the growth of ECNs.
Any changes to the current regulatory structure could impose additional
compliance costs on the Company and could adversely affect the Company's
competitive position.

In addition, Congress has also held hearings on whether to regulate
providers of services and transactions in the electronic commerce market, and
federal or state authorities could enact laws, rules or regulations affecting
the Company's business or operations. The Company may be subject to federal,
state and foreign money transmitter laws and state and foreign sales and use tax
laws. If enacted or deemed applicable to the Company, such laws, rules or
regulations could be imposed on the Company's activities or its business.

Due to the increasing popularity of the Internet, it is possible that laws
and regulations may be enacted with respect to the Internet, covering issues
such as user privacy, pricing, content and quality of products and services. The
Telecommunications Act of 1996 (the "Telecommunications Act"), which was enacted
in January 1996, prohibits the transmission over the Internet of certain types
of information and content. Although certain of these prohibitions have been
held unconstitutional, the increased attention focused upon these liability
issues as a result of the Telecommunications Act could adversely affect the
growth of the Internet, private network use and electronic trading.

All-Tech is a member of Securities Investor Protection Corporation
("SIPC"), which provides, in the event of the liquidation of a broker/dealer,
protection for customers accounts held by such broker/dealer of up to $500,000
for each customer account, subject to a limitation of $100,000 for claims for
cash balances. Additionally, the Company's clearing firm, Southwest, which
carries customer funds and securities for All-Tech, has obtained additional
insurance, in the amount of $24.5 million for each customer account, in the form
of an excess securities bond from American International Group.

The Company plans to institute an aggressive marketing campaign following
the closing of this Offering. All advertising materials are subject to NASD
review and prior to use must be reviewed by All-Tech's compliance officer to
ensure that they comply with applicable rules.

The Company currently does not solicit orders from its customers or make
investment recommendations. However, if the Company were to engage in such
activities, it would become subject to additional rules and regulations
governing, among other things, the suitability of recommendations to customers
and sales practices.

The Company intends to expand its business internationally. In order to
expand globally, the Company will be required to comply with regulations of each
specific country in which it does business. Such regulations may limit the
Company's rate of international expansion.

Net Capital Requirements:

As a registered broker/dealer and member of the NASD, All-Tech is subject
to net capital rules, which specify minimum net capital requirements for
broker/dealers and are designed to measure the general financial integrity and
liquidity of a broker/dealer. Such rules require that at least a minimum part of
its assets be kept in relatively liquid form.

As of March 31, 1998, All-Tech is required to maintain minimum net capital,
as defined in the Net Capital Rule, equal to the greater of (i) $100,000 or (ii)
$2,500 for each stock the Company posts a quote in, up to $1,000,000. Failure to
maintain the required net capital may subject a firm to suspension or revocation
of registration by the SEC and/or suspension or expulsion by the NASD and other
regulatory bodies and ultimately could require a firm's liquidation. The Net
Capital Rule prohibits payments of dividends, redemption of stock, the
prepayment of subordinated indebtedness, and the making of any unsecured advance
or loan to a shareholder, employee or affiliate, if aggregate debit items (i.e.
assets that have, as their source, transactions with customers (primarily margin
loans)) rise beyond 5% of net capital. The Net Capital Rule also provides that
the SEC may restrict, for up to 20 business days, any withdrawal of equity
capital, or unsecured loans or advances to shareholders, employees or affiliates
("capital withdrawal") if such capital withdrawal, together with all other net
capital withdrawals during a 30-day period, exceeds 30% of excess net capital
and the SEC concludes that the capital withdrawal may be detrimental to the
financial integrity of the broker/dealer.

Net capital is essentially defined as net worth (assets minus liabilities)
plus qualifying subordinated borrowing and certain discretionary liabilities,
less certain mandatory deductions that result from excluding assets that are not
readily convertible into cash and from valuing conservatively certain other
assets. Among these deductions are adjustments (called "haircuts") which reflect
the possibility of a decline in the market value of an asset prior to its
disposition.

A change in the Net Capital Rule, the imposition of new rules or any
unusually large charge against net capital could limit those operations of the
Company that require the intensive use of capital, such as underwriting, trading
activities and the financing of customer account balances, and also could
restrict the Company's ability to pay dividends, repay debt and redeem or
purchase shares of its outstanding stock.

The Company believes that at all times it has been in compliance in all
material respects with the applicable minimum net capital rules of the SEC and
the NASD. As of March 31, 1998, the Company had net capital of approximately
$1,044,000, or approximately $617,000 in excess of the minimum amount required.

The failure of a broker/dealer to maintain its minimum required net capital
would require it to cease executing customer transactions until it came back
into compliance, and could cause it to lose its NASD membership, its
registration with the SEC, or require its liquidation. Further, the decline in a
broker/dealer's net capital below certain "early warning levels," even though
above minimum net capital requirements, could cause material adverse
consequences to the broker/dealer.

Employees

As of April 30, 1998, the Company had a total of 114 employees. Of the
total, 43 were in management (including branch management), eight were in
technology development and service, one was in sales and marketing and 62 were
in administration and operations. None of the Company's employees are
represented by a labor union or are subject to a collective bargaining
agreement. The Company has not experienced any work stoppages and considers its
relations with its employees to be good. Additionally, many of the Company's
employees are required to be registered with the NASD.

Facilities

The Company's executive offices, technology development and administrative
functions are located in Montvale, New Jersey, in approximately 12,395 feet of
space in a building owned by a company which is wholly owned by Messrs. Houtkin
and Shefts. The annual rent and maintenance for the facility are approximately
$263,394. See "Certain Transactions."

Fourteen of the Company's eighteen branch offices are leased by third
parties directly to the branch managers or companies controlled by them; the
Company sublets such branch offices on a month-to-month basis. The Company is
not liable on such leases but has a right to sublet the facility should the
branch manager not remain in his position. Three of the remaining four branch
office facilities are subleased from a subsidiary of Rushmore at an aggregate
annual rental of $80,242, and the fourth facility is located in property owned
by Mark D. Shefts, President, Chief Operating Officer, Chief Financial Officer
and Treasurer of the Company, and is utilized at no cost to the Company.

Legal Proceedings

The Company is not a party to any material legal proceedings except an
arbitration instituted by the Company and an affiliate against Instinet
Corporation for wrongful denial of service, seeking access to the Instinet ECN
as well as monetary damages. The Company has limited access to Instinet, the
largest ECN, through Nasdaq and through its clearing firm. The Company's failure
to obtain full access to Instinet could have a material adverse effect on the
Company's ability to provide the best trading opportunities to its customers and
on the Company's business, financial condition and results of operations. There
can be no assurance as to the outcome of this arbitration.

From time to time the Company has been threatened with, or named as a
defendant in, lawsuits and administrative claims. Compliance, trading and
administrative problems that are reported to the NASD, SEC or state regulators
by dissatisfied customers are investigated by such regulators and, if pursued by
such customers, may rise to the level of arbitration or disciplinary action. The
Company's management does not believe any current investigations or claims are
material. There can be no assurance that one or more future lawsuits, claims or
disciplinary actions, if decided adversely to the Company, would not have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company is also subject to periodic audits and
inspections.

MANAGEMENT

Directors and Executives Officers

The directors and executive officers of the Company are as follows:

Name Age Position
---- --- --------

Harvey I. Houtkin ........... 49 Chairman of the Board, Chief Executive Officer,
Secretary
Mark D. Shefts .............. 40 President, Chief Operating Officer, Chief Financial
Officer, Treasurer, Director (1)
Harry M. Lefkowitz .......... 42 Senior Vice President--Operations, Director
Linda Lerner ................ 55 Executive Vice President, General Counsel
Josef A. Ross ............... 65 Director-Nominee (1)(2)
Robert D. Kashan ............ 44 Director-Nominee (1)(2)

(1) To become a member of the Compensation, Audit and Option Committees upon
completion of the Offering.

(2) Appointment to become effective upon completion of the Offering.

Harvey I. Houtkin joined All-Tech in 1991 and has been the Company's
Chairman of the Board, Chief Executive Officer and Secretary since March 1993.
From September 1996 to January 1997 he also served as President of the Company
but not as Secretary. Mr. Houtkin has over 30 years experience in the securities
industry. He graduated from Baruch College of the City University of New York in
1970 with a Bachelor of Science Degree and in 1973 with a Masters Degree in
Business Administration. His masters thesis was entitled "The Impact of Nasdaq
on the Over-the-Counter Market." He is an associate member of the American Stock
Exchange. He held a seat on the New York Stock Exchange for several years and
co-owns a broker/dealer which operated a floor brokerage business on that
Exchange. He also has been a member of the New York Futures Exchange. He is the
author of The SOES Bandits' Guide-Day Trading in the 21st Century and Secrets of
the SOES Bandit.

Mark D. Shefts has been a principal of All-Tech since early 1988 and has
been its President, Chief Operating Officer, Chief Financial Officer, Treasurer
and a Director since such time. From September 1996 to January 1997 he was the
Secretary of the Company and during such period he did not hold the office of
President. Mr. Shefts has over 17 years experience in the industry. Mr. Shefts
graduated in 1979 from Brooklyn College of the City of New York with a Bachelor
of Science Degree in Accounting. He is a member of the Chicago Stock Exchange
and co-owns a broker/dealer which operated a floor brokerage business on the New
York Stock Exchange. Mr. Shefts is licensed as a Commodity Pool Operator and a
Commodity Trading Advisor by the National Futures Association. He is also a
Certified Financial Services Auditor, a Certified Fraud Examiner and an
arbitrator for the American Arbitration Association and NASD Regulation, Inc. In
the Fall of 1997, he was an Adjunct Professor of Business at Ramapo College of
the State University of New Jersey.

Harry M. Lefkowitz has over 16 years experience in the securities
industry. He has been with All-Tech since 1991. Mr. Lefkowitz is the Senior
Vice President-Operations and a Director of All-Tech. He is also the sole
officer, director and shareholder of HMS Securities, Inc., an NASD registered
broker/dealer which engages in only very limited activity at present and to
which Mr. Lefkowitz now devotes only an insubstantial amount of time. Mr.
Lefkowitz obtained as Associate Degree at Kingsborough Community College in
1977.

Linda Lerner has been General Counsel to All-Tech since January 1993. In
May 1998 she became Executive Vice President of the Company. Prior to joining
All-Tech, Ms. Lerner practiced law in various law firms from 1976 through May
1991, when she joined Home Box Office, Inc. as counsel. Ms. Lerner obtained a
Bachelor of Arts from Brandeis University in 1964, a Masters of Science from
Columbia University in 1976 and a Juris Doctor from Brooklyn Law School in
1976. Ms. Lerner is a member of the Market Operations Committee and the Trading
Rules Subcommittee of The Nasdaq Stock Market, Inc.

Josef A. Ross is the Chairman of the Board and Chief Executive Officer of
Universal Travel Corp., a manufacturer, importer and distributor of luggage
products and fine art graphic display systems which he founded in 1963. Mr.
Ross also owns several other businesses.

Robert D. Kashan has been the Chairman and Chief Executive Officer of
Earth Color Group., Inc. and its predecessors, a printer of promotional
material for Fortune 500 companies since 1983. Mr. Kashan obtained a Bachelor
of Science degree in marketing from the University of Maryland in 1976.

All directors hold office until the next annual meeting of shareholders and
until their successors shall have been duly elected and qualified. All executive
officers of the Company are elected annually by the Board of Directors and serve
until their successors are duly elected and qualified. Other than Mr. Houtkin
and Mr. Shefts, who are brothers-in-law, there are no family relationships among
any of the directors and executive officers of the Company. Effective upon the
consummation of this Offering, the Board of Directors will have a Compensation
Committee, which will approve salaries and certain incentive compensation for
management and key employees of the Company; an Audit Committee, which will
review the results and scope of the audit and other services provided by the
Company's independent accountants; and an Option Committee, which will
administer the Company's 1998 Stock Option Plan. The Compensation, Audit and
Option Committees will be composed of Messrs. Shefts, Ross and Kashan.

Directors' Compensation

Each of the Company's independent, non-employee Directors will receive
compensation of $1,500 per meeting for each regularly scheduled meeting in which
he participates. In addition, each of the independent, non-employee members of
the Board who serve on the Audit, Compensation and/or Option Committee of the
Board of Directors will receive a $750 fee per meeting for each regularly
scheduled Committee meeting in which he participates unless such meeting is held
on the day of a regularly scheduled meeting of the Board of Directors. The
Company also will provide reimbursement to Directors for reasonable and
necessary expenses incurred in connection with attendance at meetings of the
Board of Directors or its Committees. Directors are eligible to receive stock
option grants pursuant to the Company's 1998 Stock Option Plan.

Executive Compensation

The following table sets forth information concerning compensation for
services in all capacities awarded to, earned by or paid to the Company's Chief
Executive Officer and each of the other executive officers of the Company whose
salary exceeded $100,000 (collectively, the "Named Executives") during the year
ended June 30, 1997.

Summary Compensation Table

Name and Principal Position Salary Bonus
--------------------------- ------ -----

Harvey I. Houtkin
Chairman, Chief Executive Officer and Secretary
Year ended June 30:
1997 ........................................... $618,093 $ 800,000
1996 ........................................... 595,000 156,000
1995 ........................................... 260,000 --
Mark D. Shefts
President, Chief Operating Officer, Chief Financial
Officer, Treasurer and Director
Year ended June 30:
1997 ........................................... 557,692 900,000
1996 ........................................... 600,000 176,000
1995 ........................................... 260,000 --
Linda Lerner
Executive Vice President and General Counsel
Year ended June 30:
1997 ........................................... 110,000 10,000
1996 ........................................... 100,000 5,000
1995 ........................................... 100,000 --

1998 Stock Option Plan

The Company's 1998 Stock Option Plan (the "Plan") was adopted by the Board
of Directors and the shareholders of the Company on May 11, 1998. A total of
2,250,000 shares of Common Stock are reserved for issuance upon exercise of
options to be granted under the Plan, 1,500,000 of which will be granted as of
the effective date of this Offering. No other options have been granted under
the Plan. Those eligible to receive stock option grants under the Plan include
employees, Directors and consultants. The Plan will be administered by the
Option Committee of the Board of Directors of the Company, which will be
comprised of the two outside directors, Messrs. Ross and Kashan, and Mark D.
Shefts.

Subject to the provisions of the Plan, the Option Committee, as
administrator of the Plan, has the discretion to determine the optionees and/or
grantees, the type of options to be granted (incentive stock options ("ISOs") or
non-qualified stock options (" NQSOs")), the vesting provisions, the terms of
the option grants and such other related provisions as are consistent with the
Plan. The exercise price of an ISO may not be less than the fair market value
per share of the Common Stock on the date of grant or, in the case of an
optionee who beneficially owns 10% or more of the outstanding capital stock of
the Company, not less than 110% of the fair market value per share on the date
of grant.

The options terminate not more than ten years from the date of grant,
subject to earlier termination on the optionee's death, disability or
termination of employment with the Company, but provide that the term of any
options granted to a holder of more than 10% of the outstanding shares of Common
Stock may be no longer than five years. Options are not assignable or otherwise
transferable except by will or the laws of descent and distribution. In the
event of a merger or consolidation of the Company with or into another
corporation or the sale of all or substantially all of the Company's assets in
which the successor corporation does not assume outstanding options or issue
equivalent options, the Board of Directors of the Company is required to provide
accelerated vesting of outstanding options. The Plan terminates on May 10, 2008.

As of April 30, 1998, no awards had been granted by the Company under the
Plan. The Company intends to grant options to purchase 1,500,000 shares of
Common stock to its employees and director-nominees, such grants to become
effective only upon the successful completion of the Offering. Such options will
be exercisable at a price per share equal to the initial public offering price
of the shares of Common Stock, will have an expiration date of May 10, 2008, and
will vest at a rate of twenty percent per year from the date of grant.

401(k) Plan

The Company currently maintains a 401(k) salary reduction plan (the "401(k)
Plan") which is intended to qualify under Section 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended (the "Code"). Generally, all employees
who are not members of a collective bargaining group and who are 21 years of age
or older are eligible to participate in the 401(k) Plan after they complete six
months of service. All eligible executive officers other than Messrs. Houtkins,
Shefts and Waldman participate in the 401(k) Plan.

Eligible employees electing to participate in the 401(k) Plan may defer a
portion of their compensation on a pre-tax basis by contributing a percentage
thereof to the 401(k) Plan. There is no minimum contribution, and the maximum
contribution is prescribed in Section 401(k) of the Code. Such maximum for 1998
is $10,000. The Company makes matching contributions equal to 3% of the first 6%
of a participating employee's annual salary, up to $4,800. Eligible employees
who elect to participate in the Company's 401(k) Plan vest in the Company's
matching contribution as follows: less than one year of service--0%; one year of
service--20%; two years of service--40%; three years of service--60%; four years
of service--80%; and five years of service--100%.

Employment Agreements; Key-Man Insurance

On April 30, 1998, the Company entered into three-year employment
agreements with Harvey I. Houtkin Chairman, Chief Executive Officer and
Secretary of the Company, and Mark D. Shefts, President, Chief Operating
Officer, Chief Financial Officer and Treasurer of the Company. Pursuant to the
terms of these agreements, Messrs. Houtkin and Shefts are each entitled to
receive $500,000 plus 5% of net earnings before taxes per year for the terms of
the agreements, to a maximum of an additional $500,000 in the first two years
and $1,500,000 in the third year, as well as reimbursement of certain employment
related expenses. Each of the employment agreements contains a prohibition
against competing with the Company or soliciting customers or employees from the
Company for a period of two years after the termination of the agreement. Each
of the agreements permits the Company to terminate the agreement for cause or
upon the death or disability of Mr. Houtkin or Mr. Shefts. If terminated for
other than specified cause, Mr. Houtkin or Mr. Shefts or his estate will be
entitled to receive his salary and bonus plus all insurance benefits to which he
would have been entitled for the remainder of the term of the agreement.

The Company has applied for key-man insurance on the lives of Messrs.
Houtkin and Shefts in the amount of $1 million each. There can be no assurance
that such insurance can be obtained in such amount, if at all.

CERTAIN TRANSACTIONS

Since July 1, 1995, the Company made unsecured demand loans to its parent,
Rushmore, for working capital purposes. The total amount advanced by the Company
to Rushmore since July 1, 1995 was $4,048,071. The total amount repaid to the
Company by Rushmore was $5,129,841, which included repayment of loans made prior
to July 1, 1995. At March 31, 1998, all of the loans made by the Company to
Rushmore were repaid in full.

Since July 1, 1995, the Company has made unsecured demand loans to Mark D.
Shefts and Harvey I. Houtkin, shareholders, officers and directors of the
Company. The total amount of these loans was $744,014, all of which have been
repaid in full at March 31, 1998.

Since July 1, 1995, the Company has made unsecured demand loans to certain
affiliated corporations. The total amount of these loans was $48,429, all of
which have been repaid in full at March 31, 1998.

All-Tech leases its principal office space in Montvale, New Jersey, which
consists of 12,395 square feet of space from Summit Plaza, Inc., a company
wholly owned by Messrs. Houtkin and Shefts. The annual rental is $263,394; this
lease expires on March 31, 2003. This lease was modified in May 1998. Prior to
such modification, the Company occupied 12,395 square feet of space at an annual
rental of $181,460, pursuant to both a long-term lease and a month-to-month
rental arrangement. Approximately 400 square feet of such space was subleased to
affiliates of the Company, including Rushmore and ATTG, and to a non-affiliate.
The Company believes that its lease has been and is on terms no less favorable
than could be obtained from an unaffiliated third party. Double H Management
Corp. ("Double H"), another wholly owned subsidiary of the Company's parent,
Rushmore, leases space for three branch offices of the Company. The Company
reimburses Double H for the rent due pursuant to such leases. An additional
branch office is located on property owned by Mr. Shefts, at no cost to the
Company.

ATTG, a wholly owned subsidiary of the Company's parent, operates an
electronic day trading training program. ATTG students are not required to
become customers of the Company nor does the Company require its customers to
take the ATTG program; however, ATTG is a significant source of referrals for
the Company, most of whose customers have completed this program. Students who
do open accounts at the Company are entitled to a discounted commission equal,
in the aggregate, up to the amount of their tuition. When such programs are
offered at branch locations, the Company does not charge ATTG for use of its
facilities. There can be no assurance that ATTG and the Company will continue
these arrangements or that ATTG will continue to train people who wish to become
active electronic day traders. Although the Company could commence its own
training, it has no plan to do so at this time.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of April 30, 1998, and as
adjusted to reflect the sales of the shares of Common stock offered hereby, with
respect to the beneficial ownership of the Common Stock of the Company by (i)
each person known to the Company to own 5% or more of the outstanding shares of
Common Stock, (ii) each of the Company's directors and director-nominees, (iii)
each of the Named Executives, (iv) all of the directors, director-nominees and
executive officers as a group, and (v) the Selling Shareholders.

Shares
Beneficially
Owned Prior to
Offering
Name of Beneficial Owner(1)(2) Number Percent(3)
------------------------------ ------ ----------

Harvey I. Houtkin .......................... 15,159,375(4) 98%(4)
Mark D. Shefts ............................. 15,159,375(4) 98%(4)
Rushmore Financial Services, Inc. .......... 14,850,000 96%
Harry M. Lefkowitz ......................... -- --
Linda Lerner ............................... -- --
Robert D. Kashan(7) ........................ -- --
Josef A. Ross (7) .......................... -- --
All Directors, Director-Nominees and
executive officers as a group (6 persons) . 15,468,750 100%

Shares
Number Beneficially
Of Shares Owned After the
Being Offering
Name of Beneficial Owner(1)(2) Offered Number Percent(3)
------------------------------ --------- ------ ----------

Harvey I. Houtkin .......................... 309,375(5) 14,843,750(4)(6) 70.4%(4)
Mark D. Shefts ............................. 309,375(5) 14,843,750(4)(6) 70.4%(4)
Rushmore Financial Services, Inc. .......... 6,250(5) 14,843,750(6) 70.4%
Harry M. Lefkowitz ......................... -- -- --
Linda Lerner ............................... -- -- --
Robert D. Kashan(7) ........................ -- -- --
Josef A. Ross (7) .......................... -- -- --
All Directors, Director-Nominees and
executive officers as a group (6 persons) . 625,000 14,843,750 70.4%

- ------------
(1) The address of each beneficial owner is in care of the Company, 160 Summit
Avenue, Montvale, New Jersey 07645.

(2) Beneficial ownership has been determined in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934, as amended. Generally, a person is
deemed to be the beneficial owner of a security if she/he has the right to
acquire voting or investment power within 60 days. Except as set forth in
the footnotes to this table, the persons and entity named in the table have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by such shareholder.

(3) The applicable percentage of ownership is based on shares of Common Stock
outstanding on April 30, 1998, and shares of Common Stock outstanding after
the completion of this Offering.

(4) Includes shares beneficially owned by Rushmore, which is 50% owned by Mr.
Houtkin and 50% owned by Mr. Shefts.

(5) Shares of Common Stock being offered by such shareholder as a Selling
Shareholder in this Offering.

(6) Rushmore has granted the Underwriters an Over-Allotment Option to purchase
up to 468,750 shares of Common Stock solely to cover over-allotments, if
any. This table assumes that the Over-Allotment Option will not be exercised
by the Underwriters. See "Underwriting."

(7) Director-nominee.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 55,000,000 shares of
Common Stock, par value $0.001 per share, and 5,000,000 shares of undesignated
Preferred Stock, $.01 par value per share. As of the date of this Prospectus,
there were 15,468,750 shares of Common Stock issued and outstanding and held of
record by three shareholders. There are no shares of Preferred Stock designated
or issued. See "Capitalization."

The following statements are brief summaries of certain provisions with
respect to the Company's capital stock contained in its Certificate of
Incorporation and By-Laws, copies of which have been filed as exhibits to the
Registration Statement. The following summary is qualified in its entirety by
reference thereto.

Common Stock

Holders of shares of Common Stock are entitled to one vote for each share
held of record on matters to be voted on by the shareholders of the Company.
Subject to the rights of holders of shares of Preferred Stock, if any, holders
of shares of Common Stock will be entitled to receive dividends when, as and if
declared by the Board of Directors and to share ratably in the assets of the
Company legally available for distribution to its shareholders in the event of
the liquidation, dissolution or winding up of the Company. Holders of Common
Stock have no preemptive, subscription, redemption or conversion rights. All of
the issued and outstanding shares of Common Stock are, and all shares of Common
Stock to be sold in this Offering will be, duly authorized, validly issued,
fully paid and non-assessable. The rights, preferences and privileges of holders
of Common Stock are subject to, and may be adversely affected by, shares of any
series of Preferred Stock that the Company may designate and issue in the
future.

Preferred Stock

The Company's Board of Directors may, without further action by the
Company's shareholders, from time to time, direct the issuance of any authorized
but unissued or unreserved shares of Preferred Stock in series and may, at the
time of issuance, determine the rights preferences and limitations of each
series. The holders of Preferred Stock may be entitled to receive a preference
payment in the event of any liquidation, dissolution or winding-up of the
Company before any payment is made to the holders of the Common Stock. The Board
of Directors could issue Preferred Stock with voting and other rights that could
adversely affect the voting power of the holders of Common Stock and could have
certain anti-takeover effects. The Company has no present plan to issue any
shares of Preferred Stock.

Warrants

The following is a brief summary of certain provisions of the Warrants but
such summary does not purport to be complete and is qualified in all respects
by reference to the actual text of the Warrant Agreement between the Company
and Continental Stock Transfer & Trust Company (the "Warrant Agent"), a copy of
which has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part. See "Additional Information."

Exercise Price and Terms. Each Warrant entitles the registered holder
thereof to purchase, at any time commencing , 1998 (6 months after date of this
Prospectus) until , 2000 (30 months after the date of this Prospectus) one share
of Common Stock at a price of $12.00 (150% of the initial public offering price
of the Common Stock) per share, and from such date until , 2003 (60 months after
the date of this Prospectus) one share of Common Stock at a price of $14.00
(175% of the initial public offering price of the Common Stock) per share,
subject to adjustment in accordance with the anti-dilution and other provisions
referred to below. The holder of any Warrant may exercise such Warrant by
surrendering the certificate representing the Warrant to the Warrant Agent, with
the subscription form thereon properly completed and executed, together with
payment of the exercise price. No fractional shares will be issued upon the
exercise of the Warrants. The exercise price of the Warrants bears no
relationship to any objective criteria of value and should in no event be
regarded as an indication of any future market price of the Securities offered
hereby.

Adjustments. The exercise price and the number of shares of Common Stock
purchasable upon the exercise of the Warrants are subject to adjustment upon the
occurrence of certain events, including stock dividends, stock splits,
combinations or reclassifications of the Common Stock or the sale by the Company
of its Common

Stock or other securities convertible into Common Stock at a price below the
exercise price of the Warrants. Additionally, an adjustment would be made in the
case of a reclassification or exchange of Common Stock, consolidation or merger
of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the surviving corporation) or sale of all or
substantially all of the assets of the Company, in order to enable
warrantholders to acquire the kind and number of shares of stock or other
securities or property receivable in such event by a holder of the number of
shares of Common Stock that might otherwise have been purchased upon the
exercise of the Warrant.

Redemption Provisions. Commencing , 1999 (18 months after date of this
Prospectus), the Warrants will be subject to redemption by the Company, in whole
but not in part, at $.10 per Warrant on thirty (30) days prior written notice to
the warrantholders, if the average closing sale price of the Common Stock as
reported on the Amex equals or exceeds $20.00 per share for any twenty (20)
trading days within a period of thirty (30) consecutive trading days ending on
the fifth trading day prior to the date of the notice of redemption. In the
event the Company exercises the right to redeem the Warrants, such Warrants will
be exercisable until the close of business on the business day immediately
preceding the date for redemption fixed in such notice. If any Warrant called
for redemption is not exercised by such time, it will cease to be exercisable
and the holder will be entitled only to the redemption price.

Transfer, Exchange and Exercise. The Warrants are in registered form and
may be presented to the Warrant Agent for transfer, exchange or exercise at any
time on or prior to their expiration date sixty (60) months after the date of
this Prospectus, at which time the Warrants will become wholly void and of no
value. If a market for the Warrants develops, the holder may sell the Warrants
instead of exercising them. There can be no assurance, however, that a market
for the Warrants will develop or, if developed, will continue.

Warrantholder not a Shareholder. The Warrants do not confer upon holders
thereof any voting, dividend or other rights as shareholders of the Company.

Modification of Warrants. The Company and the Warrant Agent may make such
modifications to the Warrants as they deem necessary and desirable that do not
adversely affect the interests of the warrantholders. The Company may, in its
sole discretion, lower the exercise price of the Warrants for a period of not
less than thirty (30) days on not less than thirty (30) days prior written
notice to the warrantholders and the Representative. Modification of the number
of securities purchasable upon the exercise of any Warrant, the exercise price
(other than as provided in the preceding sentence) and the expiration date with
respect to any Warrant requires the consent of two-thirds of the warrantholders.

The Warrants are not exercisable unless, at the time of the exercise, the
Company has a current prospectus covering the shares of Common Stock issuable
upon exercise of the Warrants, and such shares have been registered, qualified
or deemed to be exempt under the securities or "blue sky" laws of the state of
residence of the exercising holder of the Warrants. Although the Company has
undertaken to use its best efforts to have all of the shares of Common Stock
issuable upon exercise of the Warrants registered or qualified on or before the
exercise date and to maintain a current prospectus relating thereto until the
expiration of the Warrants, there can be no assurance that it will be able to do
so.

Although the Securities will not knowingly be sold to purchasers in
jurisdictions in which the Securities are not registered or otherwise qualified
for sale, investors in such jurisdictions may purchase Warrants in the secondary
market or investors may move to jurisdictions in which the shares underlying the
Warrants are not so registered or qualified during the period that the Warrants
are exercisable. In such event, the Company would be unable to issue shares to
those persons desiring to exercise their Warrants, and holders of Warrants would
have no choice but to attempt to sell the Warrants in a jurisdiction where such
sale is permissible or allow them to expire unexercised.

Registration Rights

Pursuant to the Representative's Warrant Agreement between the
Representative and the Company, for a period of five years commencing on the
effective date of this Offering the Representative may request that the Company
file a registration statement covering the sale of the 625,000 shares of Common
Stock and/or 312,500

Warrants which may be issued upon exercise of the Representative's Warrants and
the 312,500 shares of Common Stock underlying such Warrants. In general, all
fees, costs and expenses of any such registration will be borne by the Company.
The Representative may also request that any registration statement filed by the
Company during the five year period commencing on the date of this Prospectus
cover the sale of such shares of Common Stock and Warrants, at the Company's
expense. See "Underwriting."

Limitation of Director Liability

The Certificate of Incorporation of the Company limits the liability of
directors of the Company to the Company and its shareholders to the fullest
extent permitted by Delaware law. Specifically, directors of the Company will
not be personally liable for money damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporate Law ("DGCL"),
which concerns unlawful payments of dividends, stock purchases or redemptions,
or (iv) for any transaction from which the director derived an improper personal
benefit.

Delaware Law and Certain Charter and By-Law Provisions

Delaware Law:

The Company is subject to the provisions of Section 203 ("Section 203") of
the DGCL. In general, Section 203 prohibits a publicly-held Delaware corporation
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an "interested stockholder," unless the business combination is approved
in a prescribed manner. A "business combination" is defined generally to include
mergers or consolidations between a Delaware corporation and an "interested
stockholder," transactions with an "interested stockholder" involving the assets
or stock of the corporation or its majority-owned subsidiaries and transactions
which increase an "interested stockholder's" percentage ownership of stock. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or, in certain cases, within three years prior, did own) 15%
or more of the corporation s outstanding voting stock. Under Section 203, a
business combination between the Company and an "interested stockholder" is
prohibited unless it satisfies one of the following conditions: (i) the
Company's Board of Directors must have previously approved either the business
combination or the transaction that resulted in the stockholder becoming an
"interested stockholder," or (ii) upon consummation of the transaction that
resulted in the stockholder becoming an "interested stockholder," the
"interested stockholder" owned at least 85% of the voting stock of the Company
outstanding at the time the transaction commenced (excluding, for purposes of
determining the number of shares outstanding, shares owned by (a) persons who
are directors and also officers and (b) employee stock plans, in certain
instances); or (iii) the business combination is approved by the Board of
Directors and authorized at an annual or special meeting of the shareholders by
the affirmative vote of at least 66 2/3% of the outstanding voting stock which
is not owned by the "interested stockholder."

Special Meetings:

The By-Laws provide that special meetings of shareholders for any purpose
or purposes can be called only upon the request of the Chairman of the Board or
the written consent of three-quarters of the entire Board.

Number of Directors; Removal; Filling Vacancies

Subject to any rights of holders of Preferred Stock to elect additional
directors under specified circumstances, the By-laws provide that the number of
directors shall be not less than two nor more than 12; provided, however, that
no decrease in the number of directors shall have the effect of shortening the
term of any incumbent director. Directors are elected to staggered terms of
three years. Any vacancy occurring in the Board caused by death, resignation,
removal or otherwise, and any newly created directorship resulting from an
increase in the number of directors, may be filled only by the affirmative vote
of at least a majority of the directors then in office, although such directors
are less than a quorum, or by the sole remaining director. Furthermore, the
ByLaws provide that any one or more of the directors of the Company may be
removed from office only for cause and only by the affirmative vote of
three-quarters of the entire Board of Directors or by the affirmative vote of
two-thirds of the votes represented by the issued and outstanding shares of the
Company entitled to vote at a meeting called for such purpose.

The provisions of the By-Laws governing terms of office and removal may
have the effect of discouraging a third party from initiating a proxy contest,
making a tender offer or otherwise attempting to gain control of the Company, or
of attempting to change the composition or policies of the Board of Directors,
even though such attempt might be beneficial to the Company or its shareholders.
These provisions of the By-Laws could thus increase the likelihood that
incumbent directors will retain their positions.

Amendment of Company By-Laws:

In order to adopt, repeal, alter or amend the provisions set forth therein,
the By-Laws require the unanimous written consent of all directors or the
affirmative vote of a majority of the entire Board of Directors acting at a
regular or special meeting called by written notice, which written notice shall
include notice of the proposed action to amend the By-Laws, or by the
affirmative vote of a majority of votes represented by the issued and
outstanding shares of the Company entitled to vote at a meeting called for such
purpose.

Transfer Agent and Registrar

The transfer agent and registrar for the Common Stock is Continental Stock
Transfer & Trust Company.

SHARES ELIGIBLE FOR FUTURE SALE

Immediately following the consummation of this Offering there will be
21,093,750 shares of Common Stock and 3,125,000 Warrants issued and outstanding.
Of these Securities, the 6,250,000 shares of Common Stock and 3,125,000 Warrants
sold in this Offering will be freely transferable and tradeable in the United
States (except for shares held by affiliates of the Company) without restriction
or further registration under the Securities Act. An additional 2,250,000 shares
of Common Stock are reserved for issuance under the Company's 1998 Stock Option
Plan. The remaining 14,843,750 shares of Common Stock outstanding will be
"restricted securities" for purposes of Rule 144 under the Securities Act and
may not be sold in the absence of registration under the Securities Act unless
an exemption from registration is available, including the exemption afforded by
Rule 144. Additionally, each officer, director and holder of Common Stock of the
Company and all holders of options to acquire shares of Common Stock have agreed
not to, directly or indirectly, offer, sell, transfer, pledge, assign,
hypothecate or otherwise encumber or dispose of any securities of the Company
for a period of 12 months following the date of this Prospectus without the
prior written consent of the Representative. All of such shares of Common Stock
will be eligible for resale in the public market without registration, subject
to certain volume and other limitations, pursuant to Rule 144 upon the later to
occur of (i) 90 days after the effective date of this Offering or (ii)
expiration or waiver of the Lockup Agreements.

In general, under Rule 144(e), as currently in effect, a shareholder (or
shareholders whose shares are aggregated), including an affiliate, who has
beneficially owned for at least one year shares of Common Stock that are treated
as "restricted securities," would be entitled to sell publicly, within any
three-month period, up to the greater of 1% of the then outstanding shares of
Common Stock (210,937 shares immediately after the completion of this Offering)
or the average weekly reported trading volume in the Common Stock during the
four calendar weeks preceding the date on which notice of sale is given,
provided certain requirements are satisfied. In addition, affiliates of the
Company must comply with additional requirements of Rule 144 in order to sell
shares of Common Stock (including shares acquired by affiliates in this
Offering). Under Rule 144, a shareholder deemed not to have been an affiliate of
the Company at any time during the 90 days preceding a sale by him or her, and
who has beneficially owned for at least two years shares of Common Stock that
are treated as "restricted securities," would be entitled to sell those shares
without regard to the foregoing requirements.

No predictions can be made as to the effect, if any, that sales of
securities or the availability of securities for sale will have on the market
price prevailing from time to time. Nevertheless, sales of substantial amounts
of the Common Stock in the public market, or the perception that such sales
could occur, could adversely affect the market price of the Common Stock and
could impair the Company's future ability to raise capital through an offering
of its equity securities. See "Risk Factors--Potential Decreases in the Market
Price of Common Stock Resulting from Future Sale of Common Stock."

UNDERWRITING

The Underwriters named below (the "Underwriters"), for whom Security
Capital Trading, Inc. is acting as Representative, have severally agreed,
subject to the terms and conditions contained in the Underwriting Agreement (the
"Underwriting Agreement"), to purchase from the Company and the Selling
Shareholders, and the Company and the Selling Shareholders have agreed to sell
to the Underwriters on a firm commitment basis, the respective number of shares
of Common Stock and number of Warrants set forth opposite their names:

Number of Number of
Underwriter Shares Warrants
----------- ---------- ---------
Security Capital Trading, Inc. .........
Total .................................. 6,250,000 3,125,000
========= =========

The Underwriters are committed to purchase all of the Securities offered
hereby, if any of the Securities are purchased. The Underwriting Agreement
provides that the obligations of the several Underwriters are subject to the
conditions precedent specified therein.

The Company and the Selling Shareholders have been advised by the
Representative that the Underwriters initially propose to offer the shares of
Common Stock and the Warrants to the public at the public offering prices set
forth on the cover page of this Prospectus and to certain dealers at such prices
less concessions not in excess of $ per share and $ per Warrant. Such dealers
may re-allow a concession not in excess of $ per share and $ per Warrant to
certain other dealers. After the commencement of the Offering, the public
offering prices, concessions and re-allowances may be changed by the
Representative. The Representative has informed the Company that the
Underwriters do not expect sales to discretionary accounts by the Underwriters
to exceed five percent of the shares of Common Stock or Warrants offered by the
Company and the Selling Shareholders hereby.

The Company and the Selling Shareholders have granted to the Underwriters
the Over-Allotment Option, exercisable during the 45-day period from the date of
this Prospectus, to purchase from the Company and the Selling Shareholders up to
an additional 937,500 shares of Common Stock and/or 468,750 Warrants in the
aggregate at the initial public offering prices, less underwriting discounts and
the non-accountable expense allowance. Such option may be exercised only for the
purpose of covering over-allotments, if any, incurred in the sale of the Common
Stock and Warrants offered hereby. To the extent such option is exercised in
whole or in part, each Underwriter will have a firm commitment, subject to
certain conditions, to purchase the number of the additional Securities
proportionate to its initial commitment.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required to
make. The Company and the Selling Shareholders have agreed to pay to the
Representative a non-accountable expense allowance equal to 1 1/2% of the gross
proceeds derived from the sale of the Securities underwritten, of which $50,000
has been paid to date by the Company.

In connection with this Offering, certain Underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market prices of the Securities.
Such transactions may include stabilization transactions effected in accordance
with Rule 104 of Regulation M, pursuant to which such persons may bid for or
purchase the Common Stock and/or the Warrants for the purpose of stabilizing
market prices. The Underwriters also may create a short position for the account
of the Underwriters by selling more Securities in connection with the Offering
than they are committed to purchase from the Company and the Selling
Shareholders, and in such case may purchase Securities in the open market
following completion of the Offering to cover all or a portion of such short
position. The Underwriters may also cover all or a portion of such short
position, up to 937,500 shares of Common Stock and 468,750 Warrants by
exercising the Over-Allotment Option referred to above. In addition, the
Representative may impose "penalty bids" under contractual arrangements with the
Underwriters whereby it may reclaim from an Underwriter (or dealer participating
in the Offering) for the account of other Underwriters, the selling concession
with respect to

the Securities that are distributed in the Offering but subsequently purchased
for the account of the Underwriters in the open market. Any of the transactions
described in this paragraph may result in the maintenance of the prices of the
Securities at a level above that which might otherwise prevail in the open
market. None of the transactions described in this paragraph is required, and,
if they are undertaken, they may be discontinued at any time.

All directors, officers and holders of shares of Common Stock, options,
warrants or other securities convertible, exercisable or exchangeable for Common
Stock have, pursuant to certain lock-up agreements, agreed not to offer, sell or
otherwise dispose of any securities of the Company for a period of 12 months
following the date of this Prospectus without the prior written consent of the
Representative and the Company. An appropriate legend shall be placed on the
certificates representing such securities. The Representative has no general
policy with respect to the release of such securities prior to the expiration of
the lock-up period and no present intention to waive or modify any of these
restrictions on the sale of Company securities.

In connection with this Offering, the Company has agreed to sell to the
Representative, and/or its designees, for nominal consideration,
Representative's Warrants to purchase from the Company up to 625,000 shares of
Common Stock and/or 312,500 Warrants. The Representative's Warrants are
initially exercisable at any time during a period of four (4) years commencing
at the beginning of the second year after their issuance and sale at a price of
$ (120% of the public offering price of the Common Stock) per share of Common
Stock and $ (120% of the public offering price of the Warrants) per Warrant. The
Warrants are initially exercisable at a price of $ (100% of the initial exercise
price of the Warrants) per share. The Representative's Warrants provide for
adjustment in the number of securities issuable upon the exercise thereof as a
result of certain subdivisions and combinations of the Common Stock. The
Representative's Warrants grant to the holders thereof certain rights of
registration for the securities issuable upon exercise thereof. In addition, the
Representative's Warrants may not be sold, transferred, assigned, hypothecated
or otherwise disposed of, in whole or in part, for a period of one year from the
date of this Prospectus except to officers of the Representative.

Prior to this Offering, there has been no public market for the Common
Stock or the Warrants. Consequently, the initial public offering price of the
Common Stock, the initial offering price of the Warrants and the terms of the
Warrants have been determined by negotiation between the Company, the Selling
Shareholders and the Representative and do not necessarily bear any relationship
to the Company's asset value, net worth or other established criteria of value.
The factors considered in such negotiations, in addition to prevailing market
conditions, included the history of and prospects for the industry in which the
Company competes, an assessment of the Company's management, the prospects of
the Company, its capital structure and such other factors as were deemed
relevant.

The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to a
copy of each such agreement which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. See "Additional Information."

LEGAL MATTERS

The validity of the issuance of the Common Stock and Warrants offered
hereby will be passed upon for the Company by Sichenzia, Ross & Friedman LLP,
located in New York, New York. Orrick, Herrington & Sutcliffe LLP, New York, New
York, has acted as counsel for the Underwriters in connection with the Offering.

EXPERTS

The financial statements of All-Tech Investment Group, Inc. have been
audited by Wolinetz, Gottlieb & Lafazan, P.C., independent auditors, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission in
Washington, D.C., a Registration Statement under the Securities Act for the
shares of Common Stock and Warrants offered by this Prospectus. This Prospectus
does not contain all of the information set forth in the Registration Statement
and the exhibits included with the Registration Statement. Statements contained
in this Prospectus as to the contents of any contract or any other document
referred to are not necessarily complete, and with respect to any contract or
other document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved, and
each such statement is qualified in its entirety by this reference. For further
information about the Company and the Securities offered by this Prospectus,
reference is hereby made to the Registration Statement and exhibits included
with the Registration Statement. A copy of the Registration Statement, including
exhibits, may be inspected without charge at the Securities and Exchange
Commission's principal office in Washington, D.C., and copies of all or any part
thereof may be obtained from the Public Reference Section of the Securities and
Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of certain prescribed rates.

Upon consummation of the Offering, the Company will become subject to the
information requirements of the Exchange Act and, in accordance therewith, will
file reports and other information with the Securities and Exchange Commission
in accordance with its rules. These reports and other information concerning the
Company may be inspected and copied at the public reference facilities referred
to above as well as certain regional offices of the Securities and Exchange
Commission located at Seven World Trade Center, 13th Floor, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511.

The Securities and Exchange Commission also maintains a Web Site which
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Securities and Exchange
Commission (such as the Company) at http:\\www.sec.gov.

ALL-TECH INVESTMENT GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

Page
-----

Independent Auditors' Report ............................................................. F-2

Balance Sheets as of June 30, 1996 and 1997 and March 31, 1998 ........................... F-3

Statements of Operations for the Years Ended June 30, 1995, 1996 and 1997 and for the Nine
Months Ended March 31, 1997 and 1998 .................................................... F-4

Statement of Changes in Shareholders' Equity for the Years Ended June 30, 1995, 1996, and
1997 and for the Nine Months Ended March 31, 1998 ...................................... F-5

Statements of Cash Flows for the Years Ended June 30, 1995, 1996 and 1997 and for the Nine
Months Ended March 31, 1997 and 1998 .................................................... F-6

Notes to Financial Statements ............................................................ F-7

F-1

INDEPENDENT AUDITORS' REPORT

To the Officers and Directors
All-Tech Investment Group, Inc.
Montvale, New Jersey

We have audited the accompanying balance sheets of All-Tech Investment Group,
Inc. as of June 30, 1996 and 1997, and the related statements of operations,
changes in shareholders' equity and cash flows for each of the three years in
the period ended June 30, 1997. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of All-Tech Investment Group, Inc.
as of June 30, 1996 and 1997, and the results of its operations and cash flows
for each of the three years in the period ended June 30, 1997 in conformity with
generally accepted accounting principles.

WOLINETZ, GOTTLIEB & LAFAZAN, P.C.

Rockville Centre, New York
August 12, 1997

F-2

ALL-TECH INVESTMENT GROUP, INC.
BALANCE SHEETS

June 30, March 31, 1998
----------------------------- ---------------
1996 1997 (Unaudited)
------------- ------------- ---------------

ASSETS
Cash and cash equivalents ......................... $ 176,667 $ 641,414 $ 603,586
Receivable from brokers ........................... 722,852 98,033 560,088
Securities owned -- at market value ............... 1,099,371 2,243,007 1,350,841
Other receivables ................................. 34,289 195,870 108,747
Property and equipment -- net ..................... 137,260 411,322 508,510
Loan receivable -- parent ......................... 1,086,818 199,941 --
Loans receivable -- affiliates .................... 5,966 9,000 --
Deferred offering costs ........................... -- -- 50,000
---------- ---------- ----------
Total Assets ....................................... $3,263,223 $3,798,587 $3,181,772
========== ========== ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Liabilities:
Payable to clearing broker ........................ $ 257,876 $1,027,113 $ --
Accounts payable .................................. 92,834 501,766 644,118
Securities sold, not yet purchased -- at market
value ........................................... 35,291 368,800 434,242
Income taxes payable .............................. 610,000 46,250 112,184
Deferred tax liabilities .......................... -- -- 27,000
---------- ---------- ----------
Total Liabilities ............................... 996,001 1,943,929 1,217,544
---------- ---------- ----------
Commitments and Contingencies
Shareholders' Equity:
Common stock, Class A, $.001 par value;
authorized 5,000,000 shares, issued and
outstanding 225,000 shares ...................... 225 225 225
Common stock, Class B, $.001 par value;
authorized 10,000,000 shares, issued and
outstanding -0- shares .......................... -- -- --
Additional paid-in capital ........................ 1,563,543 1,563,543 1,563,543
Retained earnings ................................. 703,454 290,890 400,460
---------- ---------- ----------
Total Shareholders' Equity ...................... 2,267,222 1,854,658 1,964,228
---------- ---------- ----------
Total Liabilities and Shareholders' Equity ......... $3,263,223 $3,798,587 $3,181,772
========== ========== ==========

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

F-3

ALL-TECH INVESTMENT GROUP, INC.
STATEMENTS OF OPERATIONS

Years Ended Nine Months Ended
June 30, March 31,
--------------------------------------------------- ---------------------------------
1995 1996 1997 1997 1998
------------- ---------------- ---------------- ---------------- --------------
(Unaudited)

REVENUES:
Brokerage commissions and fees $2,826,088 $ 10,788,575 $ 15,543,562 $ 11,266,719 $12,423,182
Trading gains (losses) .......... 115,290 64,112 132,421 138,706 (147,105)
ECN fees ........................ -- -- -- -- 433,556
Other ........................... 21,081 221,892 387,833 481,356 439,128
---------- ------------ ------------ ------------ -----------
Total Revenues ............... 2,962,459 11,074,579 16,063,816 11,886,781 13,148,761
---------- ------------ ------------ ------------ -----------
COSTS AND EXPENSES:
Cost of services ................ 1,493,880 5,217,329 7,306,682 5,117,421 5,585,286
Technology development .......... 43,225 208,877 366,475 232,261 344,044
Selling, general and administra-
tive expenses ................. 1,436,071 4,286,949 6,788,718 4,200,630 6,854,920
---------- ------------ ------------ ------------ -----------
Total Costs and Expenses ..... 2,973,176 9,713,155 14,461,875 9,550,312 12,784,250
---------- ------------ ------------ ------------ -----------
INCOME (LOSS) BEFORE
PROVISION FOR INCOME
TAXES ........................... (10,717) 1,361,424 1,601,941 2,336,469 364,511
PROVISION (BENEFIT) FOR
INCOME TAXES .................... (7,469) 610,278 664,505 609,505 84,000
---------- ------------ ------------ ------------ -----------
NET INCOME (LOSS) ................ $ (3,248) $ 751,146 $ 937,436 $ 1,726,964 $ 280,511
========== ============ ============ ============ ===========
PRO FORMA DATA (Note 10)
(Unaudited)
Basic earnings (loss) per common
share ........................... $ (.00) $ .05 $ .06 $ .11 $ .02
========== ============ ============ ============ ===========
Weighted average common shares
outstanding ..................... 15,468,750 15,468,750 15,468,750 15,468,750 15,468,750
========== ============ ============ ============ ===========

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

F-4

ALL-TECH INVESTMENT GROUP, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Additional Retained
Common Paid-In Earnings
Stock Capital (Deficit) Total
-------- ------------ --------------- ---------------

Balances -- July 1, 1994 ....................... $225 $1,563,543 $ (44,444) $ 1,519,324
Net Loss ....................................... -- -- (3,248) (3,248)
---- ---------- ------------ ------------
Balances -- June 30, 1995 ...................... 225 1,563,543 (47,692) 1,516,076
Net Income ..................................... -- -- 751,146 751,146
---- ---------- ------------ ------------
Balances -- June 30, 1996 ...................... 225 1,563,543 703,454 2,267,222
Net Income ..................................... -- -- 937,436 937,436
Dividends Paid ................................. -- -- (1,350,000) (1,350,000)
---- ---------- ------------ ------------
Balances -- June 30, 1997 ...................... 225 1,563,543 290,890 1,854,658
Net Income (unaudited) ......................... -- -- 280,511 280,511
Dividends Paid (unaudited) ..................... -- -- (170,941) (170,941)
---- ---------- ------------ ------------
Balances -- March 31, 1998 (unaudited) ......... $225 $1,563,543 $ 400,460 $ 1,964,228
==== ========== ============ ============

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

F-5

ALL-TECH INVESTMENT GROUP, INC.
STATEMENTS OF CASH FLOWS

Years Ended
-----------------------------------------------
June 30,
-----------------------------------------------
1995 1996 1997
------------- --------------- ---------------

Cash Flows from Operating Activities:
Net income (loss) ................................. $ (3,248) $ 751,146 $ 937,436
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation ..................................... 19,240 28,159 63,026
Allowance for doubtful accounts .................. -- -- --
Loss on abandonment .............................. -- -- 43,544
Deferred tax liabilities ......................... -- -- --
Changes in Operating Assets and
Liabilities:
Receivable from brokers ......................... (58,874) (479,188) 624,819
Securities owned -- at market value ............. 106,650 (947,941) (1,143,636)
Prepaid expenses ................................ (5,684) 18,661 --
Other receivables ............................... (3,400) (30,889) (161,581)
Other ........................................... 1,700 -- --
Accounts payable ................................ (49,155) 28,391 408,932
Payable to clearing broker ...................... (6,430) 181,055 769,237
Securities sold, not yet purchased-at
market value .................................. -- 35,291 333,509
Income taxes payable ............................ -- 610,000 (563,750)
Net Cash Provided by Operating Activities .......... 799 194,685 1,311,536
----------- ------------- -------------
Cash Flows from Investing Activities:
Purchases of property and equipment ............... (97,006) (43,074) (380,632)
----------- ------------- -------------
Cash Flows from Financing Activities:
Loans to parent ................................... (96,140) (1,774,378) (500,000)
Repayment of loans to parent ...................... 65,000 1,768,700 1,386,877
Dividends paid .................................... -- -- (1,350,000)
Loan to related parties and affiliates ............ (147,900) (49,429) (743,014)
Repayment of loans to related parties and
affiliates ....................................... 227,900 43,463 739,980
Deferred offering costs ........................... -- -- --
----------- ------------- -------------
Net Cash Provided (Used) by Financing
Activities ........................................ 48,860 (11,644) (466,157)
----------- ------------- -------------
Increase (Decrease) in Cash and Cash
Equivalents ....................................... (47,347) 139,967 464,747
Cash and Cash Equivalents -- Beginning of
Period ............................................ 84,047 36,700 176,667
----------- ------------- -------------
Cash and Cash Equivalents -- End of Period ......... $ 36,700 $ 176,667 $ 641,414
=========== ============= =============
Supplemental Cash Flow Disclosure:
Cash Paid for Interest ............................ $ 3,481 $ 20,174 $ 41,975
=========== ============= =============
Cash Paid for Income Taxes ........................ $ 1,325 $ -- $ 1,246,965
=========== ============= =============

Nine Months Ended
------------------------------
March 31,
------------------------------
1997 1998
------------- ---------------
(Unaudited)

Cash Flows from Operating Activities:
Net income (loss) ................................. $1,726,964 $ 280,511
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation ..................................... 47,270 186,102
Allowance for doubtful accounts .................. -- 8,671
Loss on abandonment .............................. -- --
Deferred tax liabilities ......................... -- 27,000
Changes in Operating Assets and
Liabilities:
Receivable from brokers ......................... 690,828 (470,726)
Securities owned -- at market value ............. (350,004) 892,166
Prepaid expenses ................................ (750) --
Other receivables ............................... (36,269) 87,123
Other ........................................... -- --
Accounts payable ................................ 50,039 142,352
Payable to clearing broker ...................... 372,737 (1,027,113)
Securities sold, not yet purchased-at
market value .................................. 294,036 65,442
Income taxes payable ............................ (610,000) 65,934
Net Cash Provided by Operating Activities .......... 2,184,851 257,462
---------- -------------
Cash Flows from Investing Activities:
Purchases of property and equipment ............... (242,524) (283,290)
---------- -------------
Cash Flows from Financing Activities:
Loans to parent ................................... (500,000) (1,774,323)
Repayment of loans to parent ...................... -- 1,974,264
Dividends paid .................................... -- (170,941)
Loan to related parties and affiliates ............ (804,014) --
Repayment of loans to related parties and
affiliates ....................................... 609,980 9,000
Deferred offering costs ........................... -- (50,000)
---------- -------------
Net Cash Provided (Used) by Financing
Activities ........................................ (694,034) (12,000)
---------- -------------
Increase (Decrease) in Cash and Cash
Equivalents ....................................... 1,248,293 (37,828)
Cash and Cash Equivalents -- Beginning of
Period ............................................ 176,667 641,414
---------- -------------
Cash and Cash Equivalents -- End of Period ......... $1,424,960 $ 603,586
========== =============
Supplemental Cash Flow Disclosure:
Cash Paid for Interest ............................ $ 30,742 $ 26,020
========== =============
Cash Paid for Income Taxes ........................ $1,191,965 $ 150,580
========== =============

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

F-6

ALL-TECH INVESTMENT GROUP, INC.

Notes to Financial Statements

(Information at March 31, 1998 and for the nine months ended
March 31, 1997 and 1998 is unaudited)

NOTE 1 -- Nature of Business and Summary of Significant Accounting Policies

Nature of Business

All-Tech Investment Group, Inc., (the "Company") is a corporation formed
for the purpose of conducting business as a broker/dealer in securities. The
Company is a 96% owned subsidiary of Rushmore Financial Services, Inc., a
privately owned corporation (the "Parent").

The Company operates under the provisions of Paragraph (k)(2)(ii) of Rule
15c3-3 of the Securities and Exchange Commission and, accordingly, is exempt
from the remaining provisions of that Rule. Essentially, the requirements of
Paragraph (k)(2)(ii) provide that the Company clear all transactions on behalf
of customers on a fully disclosed basis with a clearing broker/dealer, and
promptly transmit all customer funds and securities to the clearing
broker/dealer. The clearing broker/dealer carries all of the accounts of the
customers and maintains and preserves all related books and records as are
customarily kept by a clearing broker/dealer.

Revenue Recognition

The Company derives its revenues primarily from commissions related to
customer transactions. The Company records client and proprietary trading
transactions on a settlement date basis, which is generally three business days
after trade date. The Company is exposed to risk of loss on these transactions
in the event a client or broker fails to meet the terms of their contracts, in
which case the Company may have to purchase or sell the positions at prevailing
market prices. The Company records ECN fees on a date of transaction basis.

Use of 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 the
disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less at the time of purchase to be cash equivalents. Cash
equivalents consist primarily of money market accounts.

Marketable Securities

Securities owned and securities sold but not yet purchased are stated at
fair market value.

Securities sold but not yet purchased represent obligations of the Company
to deliver the specified security at the contracted price. A liability is
thereby created to purchase the security in the market at prevailing prices.
Accordingly, these transactions result in off-balance-sheet risk as the
Company's ultimate obligation to satisfy the sale of securities sold but not yet
purchased may exceed the amount recognized in the statement of operations.

Unrealized gains and losses on securities are reflected in the statement of
operations.

Depreciation

Property and equipment is stated at cost, less accumulated depreciation.
Depreciation is computed primarily by the straight-line method over the
estimated useful lives of the related assets, which approximate five years.

F-7

ALL-TECH INVESTMENT GROUP, INC.

Notes to Financial Statements -- (Continued)

(Information at March 31, 1998 and for the nine months ended
March 31, 1997 and 1998 is unaudited)

NOTE 1 -- Nature of Business and Summary of Significant Accounting Policies
-- (Continued)

Estimated Fair Value of Financial Instruments

The Company believes the amounts presented for financial instruments on the
balance sheet consisting of cash equivalents, and brokerage receivables and
payables to be reasonable estimates of fair value. The Company uses available
market information as of the balance sheet date and appropriate valuation
methodologies in deriving amounts reported for financial instruments.

Technology Development Costs

Technology development costs are charged to operations as incurred.
Technology development costs include costs incurred in the development and
enhancement of software used in connection with services provided by the
Company.

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes, which requires the recognition of deferred tax
liabilities and assets at tax rates expected to be in effect when these balances
reverse. Future tax benefits attributable to temporary differences are
recognized to the extent that realization of such benefits is more likely than
not.

Deferred Offering Costs

Deferred offering costs represent charges incurred in connection with a
proposed initial public offering of the Company's Common Stock and Warrants.
Upon successful completion of such Offering, the aggregate offering costs will
be charged to additional paid-in capital. In the event that the proposed
Offering is unsuccessful, the aggregate offering costs will be charged to
operations in the appropriate period.

Unaudited Interim Information

The financial information as of March 31, 1998 and for the nine months
ended March 31, 1997 and 1998 is unaudited. In the opinion of management, such
information contains all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of such periods.

The results for the interim period ended March 31, 1998 are not necessarily
indicative of the results to be obtained for a full fiscal year.

Reclassifications

Certain items in these financial statements have been reclassified to
conform to the current period presentation.

Stock-Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require companies to record
compensation cost for stock-based employee compensation plans at fair value. The
Company has chosen to continue to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of the grant
over the amount an employee must pay to acquire the stock. Since the Company
intends to set the exercise price of the Company's employee stock options to be
granted prior to the Company's proposed initial public offering (see Note 9)
equal to the market price of the underlying stock on the date of grant, no
compensation expense will be recognized.

F-8

ALL-TECH INVESTMENT GROUP, INC.

Notes to Financial Statements -- (Continued)

(Information at March 31, 1998 and for the nine months ended
March 31, 1997 and 1998 is unaudited)

NOTE 1 -- Nature of Business and Summary of Significant Accounting Policies
-- (Continued)

New Accounting Pronouncements

NOTE 2 -- Receivable from Brokers

June 30, March 31,
------------------------ ----------
1996 1997 1998
----------- ---------- ----------

Receivable from brokers consist of the following:
Receivable from clearing brokers .................... $692,159 $65,396 $114,933
Clearing broker deposit receivable .................. 30,693 32,637 25,272
Receivable from brokers--ECN fees (net of
allowance for doubtful accounts of $8,671) ......... -- -- 419,883
-------- ------- --------
$722,852 $98,033 $560,088
======== ======= ========

NOTE 3 -- Property and Equipment

June 30, March 31,
----------------------- ----------
1996 1997 1998
---------- ---------- ----------

Property and equipment consists of the following:
Furniture and Fixtures .......................... $ 78,570 $ 78,570 $ 78,570
Office Equipment ................................ 1,950 380,632 651,922
Vehicles ........................................ 111,299 51,739 51,739
Leasehold Improvements .......................... -- -- 12,000
-------- -------- --------
191,819 510,941 794,231
Less: Accumulated Depreciation .................. 54,559 99,619 285,721
-------- -------- --------
$137,260 $411,322 $508,510
======== ======== ========

NOTE 4 -- Regulatory Requirements

The Company is subject to the Uniform Net Capital Rule (the "Rule") under
the Securities Exchange Act of 1934. Under this Rule, the Company is required to
maintain net capital, as defined, equal to the greater of $100,000 or $2,500 for
each stock it posts a quote in, up to $1,000,000 and a net capital ratio, as
defined, of a maximum of 1500%. At June 30, 1997 the Company's net capital was
$453,672 and its net capital ratio was 121%. At March 31, 1998 the Company's net
capital as revised was $1,043,651 and its net capital ratio was 76%.

F-9

ALL-TECH INVESTMENT GROUP, INC.

Notes to Financial Statements -- (Continued)

(Information at March 31, 1998 and for the nine months ended
March 31, 1997 and 1998 is unaudited)

NOTE 5 -- Commitments and Contingencies

Lease Commitments

The Company has entered into a lease commencing December 1, 1994 and ending
November 30, 1999 for office facilities. This lease has been modified effective
April 1, 1998 (see Note 11). The lessor is a corporation whose shareholders are
also the shareholders of both the Company's parent and the Company. The lease
provides for annual base rent of $101,906 and the payment of other occupancy
costs. The lease also provides that the Company pay for increases in its
pro-rata share of real estate taxes and utility costs above the original base
period. The Company sublets a portion of its office facilities on a month to
month basis to certain related companies.

Approximate future minimum rentals under this lease is summarized as
follows:

Year Ending June 30,
---------------------
1998 $101,906
1999 $101,906
2000 $ 42,460

Rent expense net of sublets under this lease for the years ended June 30,
1995, 1996 and 1997 was approximately $21,300, $65,100 and $69,900,
respectively. Rent expense net of sublets under this lease for the nine months
ended March 31, 1997 and 1998 was approximately $46,300 and $70,800,
respectively.

Legal

The Company is involved in legal proceedings and claims which arise in the
ordinary course of its business. Management believes that the outcome of such
litigation and claims will not result in any material adverse effect on the
Company's financial position or results of operations

NOTE 6 -- Financial Instruments with Off-Balance Sheet Credit Risk

As a securities broker, the Company is engaged in buying and selling
securities for a diverse group of investors. The Company introduces these
transactions for clearance to another broker/dealer on a fully disclosed basis.

The Company's exposure to credit risk associated with non-performance of
customers in fulfilling their contractual obligations pursuant to securities
transactions can be directly impacted by volatile trading markets which may
impair the customers' ability to satisfy their obligations to the Company and
the Company's ability to liquidate the collateral at an amount equal to the
original contracted amount. The agreement between the Company and its clearing
broker provides that the Company is obligated to assume any exposure related to
such non-performance by its customers. The Company seeks to control the
aforementioned risks by requiring customers to maintain margin collateral in
compliance with various regulatory requirements and the clearing broker's
internal guidelines. The Company monitors its customer activity by reviewing
information it receives from its clearing broker on a daily basis, and requiring
customers to deposit additional collateral, or reduce positions when necessary.

The Company is obligated to settle transactions with brokers and/or other
financial institutions even if its customers fail to meet their obligations to
the Company. Customers are required to complete their transactions on settlement
date, generally three business days after trade date. If customers do not
fulfill their contractual obligations, the Company may incur losses. The Company
has established procedures to reduce this risk by requiring that customers
deposit cash and/or securities into their account prior to placing an order.

The Company may at times maintain inventories in equity securities on both
a long and short basis. While long inventory positions represent the Company's
ownership of securities, short inventory positions represent

F-10

ALL-TECH INVESTMENT GROUP, INC.

Notes to Financial Statements -- (Continued)

(Information at March 31, 1998 and for the nine months ended
March 31, 1997 and 1998 is unaudited)

NOTE 6 -- Financial Instruments with Off-Balance Sheet Credit Risk
-- (Continued)

obligations of the Company to deliver specified securities at a contracted
price, which may differ from market prices prevailing at the time of completion
of the transactions. Accordingly, both long and short inventory positions may
result in losses or gains to the Company as market values of securities
fluctuate. To mitigate the risk of losses, long and short positions are marked
to market daily and are continuously monitored by the Company. In addition, the
Company monitors each of its customers via computer analysis to assess risk of
each trade and the customer's overall accept position.

NOTE 7 -- Savings Plan

The Company established a defined contribution 401(k) plan effective
January 1, 1998 that covers substantially all employees meeting certain minimum
eligibility requirements. Participating employees can elect to defer a portion
of their compensation and contribute it to the plan on a pretax basis. The
Company may also match certain amounts and/or provide additional discretionary
contributions, as defined. The Company has made discretionary contributions of
approximately $16,000 to date.

NOTE 8 -- Income Taxes

The Company and its Parent and subsidiaries are members of a group of
affiliated companies which join in filing a consolidated federal income tax
return. In addition, the Company also files separate state and local tax
returns.

The components of income tax provision (benefit) for the years ended June
30 are as follows:

Year Ended June 30
--------------------------------------- Nine Months Ended
1995 1996 1997 March 31, 1998
----------- ----------- ----------- ------------------

Current:
Federal (Net of benefit of $88,000 in 1998) ......... $ -- $417,198 $512,505 $27,000
State ............................................... (7,469) 193,080 152,000 30,000
-------- -------- -------- -------
Total current .................................... (7,469) 610,278 664,505 57,000
Deferred ............................................ -- -- -- 27,000
-------- -------- -------- -------
Total income tax provision (benefit) ................ $ (7,469) $610,278 $664,505 $84,000
======== ======== ======== =======

Deferred income taxes are recorded when revenues and expenses are
recognized in different periods for financial statement and tax return purposes.
Temporary differences that created tax liabilities are as follows:

Year Ended June 30 Nine Months Ended
1995 1996 1997 March 31, 1998
------ ------ ------ ------------------

Deferred tax liabilities ......... $-- $-- $-- $27,000
=== === === =======

The effective tax rates differed from the federal statutory rates as
follows:

Year Ended June 30, Nine Months Ended
1995 1996 1997 March 31, 1998
------------ ---------- ---------- ------------------

Tax expense at federal statutory rate .............. (34.0%) 34.0% 34.0% 34.0%
State income taxes, net of federal tax benefit ..... (35.7) 10.4 6.3 5.4
Federal income tax refund .......................... -- -- -- (23.8)
Other .............................................. -- .4 1.2 7.2
----- ----- ----- ------
Effective tax rate .............................. (69.7%) 44.8% 41.5% 22.8%
===== ===== ===== ======

F-11

ALL-TECH INVESTMENT GROUP, INC.

Notes to Financial Statements -- (Continued)

(Information at March 31, 1998 and for the nine months ended
March 31, 1997 and 1998 is unaudited)

NOTE 9 -- Proposed Initial Public Offering

The Company intends to file a Registration Statement relating to the
initial public offering of its common shares and Warrants (the "Offering"). In
connection with the Offering, the Company intends to re-incorporate in the State
of Delaware and effect a 68.75 for 1 forward stock split on the new Delaware
common shares. Following is a table presenting the pro forma shareholders'
equity as if the reincorporation and recapitalization occurred at March 31,
1998:

Shareholders' Equity (Unaudited): ................................
Preferred stock, $.01 par value; 5,000,000 shares authorized, none
outstanding .................................................... $ --
Common stock, $.001 par value; 55,000,000 shares authorized,
15,468,750 shares issued and outstanding ....................... 15,469
Additional paid-in capital ....................................... 1,548,299
Retained earnings ................................................ 400,460
----------
Shareholders' equity ............................................. $1,964,228
==========

The Company intends to offer to the public 5,625,000 shares of its Common
Stock at $8.00 per share and 3,125,000 Warrants to purchase Common Stock at $.10
per Warrant for gross proceeds to the Company of $45,312,500 before underwriting
costs and expenses of the Offering. In addition, the Company may sell an
additional 468,750 shares at $8.00 per share and 468,750 Warrants at $.10 per
Warrant pursuant to an over-allotment option exercisable by the Underwriters.
Additional terms of the Offering include: the sale of 625,000 shares of Common
Stock at $8.00 per share to be offered by Selling Shareholders, an
Over-Allotment Option of 468,750 shares at $8.00 per share to be offered by
Selling Shareholders exercisable by the Underwriters and at the closing of the
proposed Offering a grant to the Underwriter of five year warrants.

NOTE 10 -- Unaudited Pro Forma Information

The unaudited pro forma earnings (loss) per share has been calculated by
dividing net income (loss) by the weighted average shares outstanding based on
the recapitalization of the Company as if the recapitalization took place at the
beginning of the periods presented. (See Note 9).

NOTE 11 -- Subsequent Events

Lease Agreement

The Company has entered in a lease modification whereby the term has been
extended effective April 1, 1998 to March 31, 2003. The lease modification calls
for annual rents of approximately $263,000 (see Note 5).

Employment Agreements

The Company has employment agreements with two senior executives and
shareholders of the Company. The employment agreements were made on April 30,
1998 and commence on the effective date of the Company's proposed initial public
offering of its Common Stock. The agreements have a term of three years from the
effective date and provide for annual aggregate compensation of $1,000,000,
aggregate additional salaries of 10% of net earnings before taxes to a maximum
of an additional $1,000,000 in the first two years and $3,000,000 in the third
year, and payment of certain employment related expenses.

Stock Option Plan

The Company's 1998 Stock Option Plan (the "Plan") was adopted by the Board
of Directors of the Company on May 11, 1998. A total of 2,250,000 shares of
Common Stock are reserved for issuance upon exercise of options to be granted
under the Plan, of which the Company intends to grant 1,500,000 stock options as
of

F-12

ALL-TECH INVESTMENT GROUP, INC.

Notes to Financial Statements -- (Continued)

(Information at March 31, 1998 and for the nine months ended
March 31, 1997 and 1998 is unaudited)

NOTE 11 -- Subsequent Events -- (Continued)

the effective date of the Company's proposed initial public offering of its
Common Stock and Warrants. The options granted will be exercisable at a price
equal to the initial public offering price per share, have an expiration date of
May 10, 2008, and vest at a rate of twenty percent per year from the date of
grant.

F-13

===============================================================================
No Underwriter, dealer, sales representative or any other person has been
authorized to give any information or to make any representations in connection
with this Offering other than those contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company, by any Selling Shareholder or by any
Underwriter. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities other than the registered
securities to which it relates or an offer to, or a solicitation of, any person
in any jurisdiction where such an offer or solicitation is unauthorized or in
which the person making such offer or solicitation is not qualified to do so or
to anyone to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.

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

TABLE OF CONTENTS

Page
---------
Prospectus Summary .......................... 3
Risk Factors ................................ 6
Use of Proceeds ............................. 19
Dividend Policy ............................. 19
Dilution .................................... 20
Capitalization .............................. 21
Selected Financial Data ..................... 22
Management's Discussion and Analysis of
Financial Condition and Results of
Operations ............................... 23
Business .................................... 29
Management .................................. 40
Certain Transactions ........................ 44
Principal and Selling Shareholders .......... 45
Description of Capital Stock ................ 46
Shares Eligible for Future Sale ............. 49
Underwriting ................................ 50
Legal Matters ............................... 52
Experts ..................................... 52
Additional Information ...................... 52
Index to Financial Statements ............... F-1

-----------------------------------
Until , 1998 (25 days after the date of this Prospectus), all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This delivery requirement is in addition to the obligation of dealers to deliver
a Prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

===============================================================================

LOGO

All-Tech
Investment Group, Inc.

6,250,000 Shares of Common Stock
and
3,125,000 Redeemable
Common Stock Purchase Warrants
(as units, each consisting of two shares of
Common Stock and one Redeemable
Common Stock Purchase Warrant)

---------------
PROSPECTUS
---------------

Security Capital Trading, Inc.

, 1998

===============================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of Common Stock being registered,
excluding underwriting discounts and commissions and the Representative's
non-accountable expense allowance. All amounts are estimates except the SEC
registration fee, the NASD filing fee and the AMEX listing fee.

Amount to
be Paid
---------------
SEC registration fee ................. $ 32,677.71
NASD filing fee ...................... 11,577.19
AMEX listing fee ..................... 50,000.00
Printing and engraving ............... 110,000.00
Legal fees and expenses .............. 60,000.00
Accounting fees and expenses ......... 75,000.00
Blue sky fees and expenses ........... 20,000.00
Transfer agent fees .................. 5,000.00
Miscellaneous ........................ 10,745.10
-----------
Total ............................... $375,000.00
===========

ITEM 14. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware
("Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceedings, whether civil, criminal,
administrative or investigative (other than action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner s/he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
or her duty. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually and
reasonably incurred.

In accordance with Delaware Law, the Certificate of Incorporation of the
Company contains a provision to limit the personal liability of the directors of
the Registrant for violations of their fiduciary duty. This provision eliminates
each director's liability to the Registrant or its stockholders for monetary
damages except (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.

Article 13 of the By-Laws of the Registrant provides for indemnification of
the officers and directors of the Registrant to the fullest extent permitted by
applicable law.

II-1

In connection with the reincorporation of the Registrant in the State of
Delaware, the Registrant entered into indemnification agreements with each
director and officer, a form of which is attached as Exhibit 10.1 hereto. The
indemnification agreements provide indemnification to such directors and
officers under certain circumstances for acts or omissions which may not be
covered by directors' and officers' liability insurance. Reference is also made
to Section 8 of the Underwriting Agreement contained in Exhibit 1.1 hereto,
indemnifying officers and directors of the Registrant against certain
liabilities.

ITEM 15. Recent Sales of Unregistered Securities

None.

ITEM 16. Exhibits and Financial Statement Schedules

(1) Exhibits

Exhibit
Number Document Description
------- ---------------------

1.1 Form of Underwriting Agreement.
*3.1 Certificate of Incorporation.
*3.2 By-Laws of the Registrant.
*4.1 Specimen of Common Stock Certificate.
4.2 Form of Warrant Agreement, including Form of Warrant Certificate.
4.3 Form of Representative's Warrant Agreement, including Form of Representative's Warrant Certificate.
*5.1 Opinion of Sichenzia, Ross & Friedman LLP.
*10.1 Form of Indemnification Agreement entered into between the Registrant and its directors and certain
officers.
*10.2 1998 Stock Option Plan.
*10.3 401(k) Plan.
*10.4 Lease of premises at 160 Summit Avenue, Montvale, New Jersey.
*10.5 Employment Agreement dated April 30, 1998, by and between Harvey I. Houtkin and the Registrant.
*10.6 Employment Agreement dated April 30, 1998, by and between Mark D. Shefts and the Registrant.
*10.7 Clearing Agreement between Registrant and Southwest Securities Corp. dated July 15, 1997, as
amended August 4, 1997.
*10.8 Guarantee by the Registrant to Southwest Securities Corp.
*11.1 Statement regarding computation of per share earnings.
23.1 Consent of Independent Auditors.
*23.2 Consent of Counsel (included in Exhibit 5.1).
*24.1 Power of Attorney (see page II-4).
27.1 Financial Data Schedule as of and for the year ended June 30, 1997 and as of and for the nine
months ended March 31, 1998.
99.1 Consent of Josef A. Ross.
99.2 Consent of Robert D. Kashan.

- ------------
* To be filed by amendment

(2) Financial Statement Schedules

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the Financial
Statements or Notes thereto.

ITEM 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

II-2

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation or the Restated By-Laws of Registrant, Indemnification Agreements
entered into between the Registrant and its directors and officers, Underwriting
Agreement or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered hereunder,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-1 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF MONTVALE, STATE OF NEW JERSEY ON THIS 22ND DAY OF
MAY, 1998.
ALL-TECH INVESTMENT GROUP, INC.

By /s/ Harvey I. Houtkin
-------------------------------
Harvey I. Houtkin
Chairman and Chief
Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harvey
Houtkin and Mark Shefts, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement and a new Registration Statement filed pursuant to Rule 462(b) of the
Securities Act of 1933 and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:

SIGNATURES

/s/ Harvey I. Houtkin Chief Executive Officer, Secretary and Director
- ----------------------------- May 22,1998
Harvey I. Houtkin

/s/ Mark D. Shefts President, Treasurer and Director
- ----------------------------- May 22,1998
Mark D. Shefts

/s/ Harry M. Lefkowitz Senior Vice President and Director
- ----------------------------- May 22, 1998
Harry M. Lefkowitz

II-4

EXHIBIT INDEX

Exhibit
Number Document Description
------- ---------------------

- ------------
* To be filed by amendment