As filed with the Securities and Exchange Commission on October 3, 2008
Registration No.
----------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Alphatrade.com
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction 98-0211652
of incorporation or (I.R.S. Employer
organization) identification No.)
Suite 116C - 930 West 1st Street, North Vancouver, B.C. V7P3N4 Canada
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
AlphaTrade.com 2008 Incentive Stock Plan
(full title of the plan)
Penny Perfect
Suite 116C - 930 West 1st Street
North Vancouver, B.C. V7P3N4 Canada
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(604) 986-9866
(Telephone number, including area code, of agent for service)
With a copy to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Phone (212) 930-9700
Fax (212) 930-9725
i
CALCULATION OF REGISTRATION FEE
=============== ============ ============== ============== ============
Title of each Amount Proposed Proposed Amount
class of to be Maximum Maximum of
securities to Registered Offering Price Aggregate Registration
be registered (1) Per Security Offering Price Fee
--------------- ------------ -------------- -------------- ------------
Common Stock,
$.001 par value 7,085,000(2) $0.15(4) $1,062,750 $41.77
Common Stock,
$.001 par value 730,000(3) $0.08(5) $58,400 $2.30
--------------- ------------ -------------- -------------- ------------
Total 7,815,000 $1,161,300 $44.07
=============== ============ ============== ============== ============
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, there are also registered hereunder such indeterminate number
of additional shares as may be issued to the selling stockholders to
prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Represents 7,085,000 shares of common stock issuable upon exercise of
issued and outstanding stock options pursuant to the Alphatrade.com
2008 Incentive Stock Plan.
(3) Represents 730,000 shares of common stock granted under the
Alphatrade.com 2008 Incentive Stock Plan.
(4) The Proposed Maximum Offering Price Per Share is calculated in
accordance with Rule 457(h) of the Securities Act of 1933, as amended,
based upon: (i) the average exercise price of $0.15 per common share of
outstanding options to purchase 7,085,000 common shares that have been
issued to date pursuant to the Alphatrade.com 2008 Incentive Stock
Plan.
(5) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, using the
average of the high and low price as reported on The Over-The-Counter
Bulletin Board on October 2 , 2008 of $0.08 per share.
ii
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement relates to two separate prospectuses.
Section 10(a) Prospectus: Items 1 and 2, from this page, and the documents
- --------------------------
incorporated by reference pursuant to Part II, Item 3 of this prospectus,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
Reoffer Prospectus: The material that follows Item 2, up to but not including
- -------------------
Part II of this Registration Statement, of which the reoffer prospectus is a
part, constitutes a "reoffer prospectus," prepared in accordance with the
requirements of Part I of Form S-3 under the Securities Act. Pursuant to
Instruction C of Form S-8, the reoffer prospectus may be used for reoffers or
resales of common shares which are deemed to be "control securities" or
"restricted securities" under the Securities Act that have been acquired by the
selling shareholders named in the reoffer prospectus.
Item 1. Plan Information.
Alphatrade.com ("We", "us", "our company" or "Alphatrade.com") will provide each
participant (the "Recipient") with documents that contain information related to
our 2008 Incentive Stock Plan, and other information including, but not limited
to, the disclosure required by Item 1 of Form S-8, which information is not
filed as a part of this Registration Statement on Form S-8 (the "Registration
Statement"). The foregoing information and the documents incorporated by
reference in response to Item 3 of Part II of this Registration Statement taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act. A Section 10(a) prospectus will be given to each Recipient
who receives common shares covered by this Registration Statement, in accordance
with Rule 428(b)(1) under the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
We will provide to each Recipient a written statement advising it of the
availability of documents incorporated by reference in Item 3 of Part II of this
Registration Statement and of documents required to be delivered pursuant to
Rule 428(b) under the Securities Act without charge and upon written or oral
notice by contacting:
Penny Perfect, Chief Executive Officer
Suite 116C - 930 West 1st Street
North Vancouver, B.C. V7P3N4 Canada
Telephone: (604) 986-9866
* Information required by Part I to be contained in Section 10(a) prospectus is
omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, and Note to Part I of Form S-8.
iii
REOFFER PROSPECTUS
ALPHATRADE.COM
4,570,000 Shares of
Common Stock
This reoffer prospectus relates to the sale of 4,570,000 shares of our
common stock, $.001 par value per share, that may be offered and resold from
time to time by certain eligible participants and existing selling shareholders
identified in this prospectus for their own account that were granted under our
2008 Incentive Stock Plan and that are issuable upon exercise of currently
outstanding stock options which have been issued pursuant to our 2008 Incentive
Stock Plan. The selling stockholders may offer the shares granted under the our
2008 Incentive Stock Plan for sale at prevailing prices on the OTC Bulletin
Board on the date of sale. In addition, after the selling stockholders exercise
their stock options, it is anticipated that the selling shareholders will offer
common shares for sale at prevailing prices on the OTC Bulletin Board on the
date of sale. We will receive no part of the proceeds from sales made under this
reoffer prospectus. The selling shareholders will bear all sales commissions and
similar expenses. Any other expenses incurred by us in connection with the
registration and offering and not borne by the selling shareholders will be
borne by us.
The shares of common stock will be issued pursuant to awards granted
under our 2008 Incentive Stock Plan and will be "control securities" under the
Securities Act before their sale under this reoffer prospectus. This reoffer
prospectus has been prepared for the purposes of registering the common shares
under the Securities Act to allow for future sales by selling shareholders on a
continuous or delayed basis to the public without restriction.
The selling shareholders and any brokers executing selling orders on
their behalf may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event commissions received by such brokers may be
deemed to be underwriting commissions under the Securities Act.
Our common stock is quoted on the OTC Bulletin Board under the symbol
APTD. The closing sale price for our common stock on October 2, 2008 was $0.09
per share.
Investing in our common stock involves risks. See "Risk Factors" on
page five of this reoffer prospectus. These are speculative securities.
Since our company does not currently meet the registrant requirements
for use of Form S-3, the amount of common shares which may be resold by means of
this reoffer prospectus by each of the selling stockholders, and any other
person with whom he or she is acting in concert for the purpose of selling
securities of our company, must not exceed, in any three month period, the
amount specified in Rule 144(e) promulgated under the Securities Act.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is October 3, 2008.
iv
ALPHATRADE.COM
TABLE OF CONTENTS
-----------------
Page
----
Prospectus Summary.................................................. 1
Risk Factors........................................................ 2
Cautionary Note Regarding Forward Looking Statements................ 8
Determination of Offering Price..................................... 10
Use of Proceeds..................................................... 10
Selling Stockholders................................................ 10
Plan of Distribution................................................ 12
Legal Matters....................................................... 15
Experts............................................................. 16
Incorporation of Certain Documents by Reference..................... 16
Disclosure of Commission Position on Indemnification
For Securities Act Liabilities.................. 16
Available Information to You........................................ 16
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. 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. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
v
PROSPECTUS SUMMARY
We began as a technology company focused on developing a web based
stock quote service that was high quality, comprehensive and affordable.
Following a major downturn in technology stocks, the demand for our stock quote
service slowed to almost zero annual growth. We than shifted our focus to our
core strength, our customer database. Our future business development is now
focused on targeted on-line digital advertising for small, mid, mini and
micro-cap publicly traded companies. We have grown into a multi-faceted, digital
media marketing agency through our continued development of our financial data
services and use of sports franchise sponsorships aimed at increasing our
customer database.
Our principal offices are located at 116C - 930 West 1st Street, North
Vancouver, B.C. V7P3N4 Canada, and our telephone number is (604) 986-9866. Our
website is www.alphatrade.com . We are a Nevada corporation.
The Offering
Common stock outstanding
before the offering............... 51,525,523 shares.
Common stock offered by
selling stockholders.............. 4,570,000 shares, including 3,950,000 shares
issuable upon exercise of outstanding stock
options.
Common stock to be outstanding
after the offering................ 56,095,523 shares, which includes 3,950,000
shares issuable upon exercise of outstanding
stock options.
Use of proceeds................... We will receive the exercise price from the
sale of shares to the selling stockholders
when, and if, such selling stockholders
exercise their stock options. Any proceeds
received by us from the exercise of such
stock options will be used for general
working capital purposes.
OTC Bulletin Board Symbol......... APTD
Forward-Looking Statements........ This prospectus contains forward-looking
statements that address, among other things,
our strategy to develop and grow our
business, projected capital expenditures,
liquidity, and our development of additional
revenue sources. The forward-looking
statements are based on our current
expectations and are subject to risks,
uncertainties and assumptions. We base these
forward-looking statements on information
currently available to us, and we assume no
obligation to update them. Our actual
results may differ materially from the
results anticipated in these forward-looking
statements, due to the various factors
described under "Risk Factors."
1
RISK FACTORS
An investment in our common stock has a high degree of risk. Before you
invest you should carefully consider the risks and uncertainties described below
and the other information in this report. Each of the following risks may
materially and adversely affect our business, results of operations and
financial condition. These risks may cause the market price of our common stock
to decline, which may cause you to lose all or a part of the money you paid to
buy our common stock
RISKS RELATED TO OUR BUSINESS:
WE HAVE A LIMITED OPERATING HISTORY AND OUR LIMITED OPERATING HISTORY MAKES IT
DIFFICULT TO EVALUATE OUR BUSINESS AND PROSPECTS.
We have a limited operating history and our limited operating history
makes it difficult to evaluate our business and prospects. We commenced
operations in January 2001 and have conducted limited business operations since
that time. As a result of our short operating history, we have only limited
financial data and business information with which to evaluate our business
strategies, past performance and an investment in our common stock. As a company
with a limited operating history, there are substantial risks, uncertainties,
expenses and difficulties that we are subject to. You should consider an
investment in our company in light of these risks, uncertainties, expenses and
difficulties. To address these risks and uncertainties, we must do the
following:
o Successfully execute our business strategy;
o Continue to develop our products and services;
o Respond to competitive developments; and
o Attract, integrate, retain and motivate qualified personnel.
We may be unable to accomplish one or more of these objectives, which
could cause our business to suffer. In addition, accomplishing one or more of
these objectives might be very expensive, which could harm our financial
results.
WE HAVE INCURRED SIGNIFICANT LOSSES SINCE INCEPTION AND ANTICIPATE THAT WE WILL
CONTINUE TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.
As of June 30, 2008, we have incurred an accumulated net loss of approximately
$31 million. We also have plans to significantly increase our corporate expenses
and marketing costs due to our sports partnerships. Our management believes that
while our business and products will be appealing to our current and future
customers, and our revenues have continued to increase in the past three fiscal
years, there is no assurance, we will be able to successfully continue to
increase our revenues or that our products will be accepted by the market.
Furthermore, in light of our significant losses, we will need to generate
significant revenues to achieve and sustain profitability. If we do achieve
profitability, we may be unable to sustain or increase profitability on a
quarterly or annual basis. Any of these factors could cause our stock price to
decline.
2
Management believes that long-term profitability and growth will depend
on its ability to:
o Develop the reputation of AlphaTrade as a successful marketing and
advertising company;
o Successfully identify and exploit appropriate opportunities, markets and
products;
o Develop viable strategic alliances; and
o Maintain sufficient volume of inflow of advertising clients.
WE WILL NEED TO RAISE SUBSTANTIAL ADDITIONAL CAPITAL TO FUND OUR OPERATIONS, AND
OUR FAILURE TO OBTAIN FUNDING WHEN NEEDED MAY FORCE US TO DELAY, REDUCE OR
ELIMINATE OUR PRODUCTS AND SERVICES.
Our operations have consumed a substantial amount of cash since inception. We
expect to continue to spend substantial amounts to:
o develop the reputation of AlphaTrade as a successful marketing and
advertising company;
o maintain and increase the company's human resource including full time
and consultant resources;
o evaluate appropriate opportunities, markets and products; and
o evaluate future products and areas for long term development.
To date, our sources of cash have been primarily limited to the sale of
our securities and loans from related parties and outside sources. We cannot be
certain that additional funding will be available on acceptable terms, if at
all. To the extent that we raise additional funds by issuing equity securities
or debt convertible debt securities, our stockholders may experience significant
dilution. Any debt financing, if available, may involve restrictive covenants
that impact our ability to conduct its business. If we are unable to raise
additional capital, when required, or on acceptable terms, we may have to
significantly delay, scale back or discontinue our products and services.
THERE ARE MANY COMPETITORS IN THE DATA FEED INDUSTRY. WE EXPECT COMPETITION TO
CONTINUE AND INTENSIFY IN THE FUTURE. WE ALSO FACE COMPETITION FROM DISCOUNT AND
FULL SERVICE BROKERAGE FIRMS THAT PROVIDE SIMILAR PROPRIETARY SERVICES TO THEIR
OWN CUSTOMER BASES.
The market may not continue to accept our products and our E-Gate
product. We generate a large portion of our revenue from subscribers who pay
monthly for the E-Gate service. We do expect that E-Gate will continue to
account for a substantial portion of our revenue for fiscal 2007. Our future
financial performance will depend on increasing acceptance of our current
products and on the successful development, introduction and customer acceptance
of new products and services.
As our subscriber base increases, the amount of revenue from advertising
is expected to increase and the amount we can charge for advertising increases
because the specific demographics of our subscribers is highly attractive for
3
many companies. If we are unable to continue to generate sufficient revenues
from our new products, our business may be adversely affected and the price of
our stock may decline.
OUTSIDE FACTORS MAY INFLUENCE OUR GROWTH AND BUSINESS DEVELOPMENT.
Outside factors may influence our growth and business development. We expect to
experience significant fluctuations in our future results of operations due to a
variety of factors, many of which are outside of our control, including, but not
limited to the following:
o demand for and market acceptance of our products and services;
o our efforts to expand into different industries;
o introduction of new products and services by us or our competitors;
o competitive factors that affect our pricing;
o the mix of products and services we sell;
o the timing and magnitude of our capital expenditures, including costs
relating to the expansion of our operations;
o hiring and retention of key personnel;
o changes in generally accepted accounting policies, especially those
related to the recognition of subscription revenue; and
o new government legislation or regulation.
Any of the above factors could have a negative effect on our business and on
the price of our stock, and we may have to significantly delay, scale back or
discontinue our products and services.
LOSS OF KEY EXECUTIVES AND KEY PERSONNEL AND FAILURE TO ATTRACT QUALIFIED
MANAGERS AND EMPLOYEES COULD LIMIT OUR GROWTH AND NEGATIVELY IMPACT OUR BUSINESS
OPERATIONS
If we lose our key executives and key personnel or fail to attract
qualified mangers and employees, we may be unable to successfully operate our
business. We depend on the continued contributions of our executive officers and
other technical and marketing personnel to work effectively as a team, to
execute our business strategy and to manage our business. The loss of key
personnel or their failure to work effectively could have a material adverse
effect on our business, financial condition and results of operations. We are
not aware of any named executive officer or director who has plans to leave us
or retire.
IF WE ARE UNABLE TO ATTRACT AND RETAIN ADDITIONAL QUALIFIED PERSONNEL, OUR
FUTURE BUSINESS MAY SUFFER.
Our business strategy requires us to attract and retain additional
qualified technical and marketing personnel. We may experience difficulty in
recruiting qualified personnel, which is an intensely competitive and time
4
consuming process. We may not be able to attract and retain the necessary
personnel to accomplish our business objectives as our business develops and
grows. Accordingly, we may experience constraints that will adversely affect our
ability to satisfy future customer demand in a timely fashion or to support our
customers and operations. This could cause an adverse effect on our business,
financial condition and results of operations.
We will need to increase the size of our organization, and may
experience difficulties in managing growth. We are a small company with a small
number of employees as of June 30, 2008. We expect to experience a period of
significant expansion in headcount, facilities, infrastructure and overhead and
anticipate that further expansion will be required to address potential growth
and market opportunities. Future growth will impose significant added
responsibilities on members of management, including the need to identify,
recruit, maintain and integrate additional independent contractors and managers.
Our future financial performance and its ability to compete effectively will
depend, in part, on our ability to manage any future growth effectively.
IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY EFFECTIVELY, WE MAY BE
UNABLE TO PREVENT THIRD PARTIES FROM USING OUR TECHNOLOGIES AND METHODS, WHICH
WOULD IMPAIR OUR COMPETITIVE ADVANTAGE.
We do not believe that our operations or products infringe on the
intellectual property rights of others. However, there can be no assurance that
others will not assert infringement or trade secret claims against our company
with respect to our current or future technologies or that any such assertion
will not require us to enter into a license agreement or royalty arrangement
with the party asserting the claim. Responding to and defending any such claims
may distract the attention of our management and have an adverse effect on our
business, financial condition and results of operations.
Others may claim in the future that we have infringed their past,
current or future technologies. We expect that participants in our markets
increasingly will be subject to infringement claims as the number of competitors
grows. Any claim like this, whether meritorious or not, could be time-consuming,
and result in costly litigation and possibly result in agreements covering
intellectual property secrets and technologies. These agreements might not be
available on acceptable terms or at all. As a result, any claim like this could
harm our business.
We regard the protection of our copyrights, service marks, trademarks,
and trade secrets as critical to our success. We rely on a combination of
patent, copyright, trademark, service mark and trade secret laws and contractual
restrictions to protect its proprietary rights in products and services. When
applicable, we will enter into confidentiality and invention assignment
agreements with employees and contractors, and nondisclosure agreements with
parties we conduct business with in order to limit access to and disclosure of
our proprietary information. These contractual arrangements and the other steps
taken to protect our intellectual property may not prevent misappropriation of
our technology or deter independent third-party development of similar
technologies. We intend to pursue the registration of trademarks and service
marks in the U.S. and internationally. Effective trademark, service mark,
copyright and trade secret protection may not be available in every country in
which its services are made available. In addition, the laws of many foreign
countries do not protect our intellectual property to the same extent as the
5
laws of the United States. Also, it may be possible for unauthorized third
parties to copy or reverse engineer aspects of our products, develop similar
technology independently or otherwise obtain and use information that we regard
as proprietary. Furthermore, policing the unauthorized use of our products is
difficult.
WE PRINCIPALLY RELY UPON CONTRACTUAL RESTRICTIONS TO PROTECT OUR TECHNOLOGY.
We principally rely upon contractual restrictions to protect our
technology. Our contracts may not provide significant commercial protection or
advantage to us, and the measures we take to maintain the confidentiality of our
trade secrets may be ineffective. If we are unable to effectively protect our
technology, our competitors may be able to copy important aspects of our
products or product message, which could undermine the relative appeal of our
products to customers and thus could reduce our future sales.
Litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets or patents that we may obtain, or
to determine the validity and scope of the proprietary rights of others. Such
litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on our future operating results.
WE SUBSTANTIALLY RELY ON THIRD PARTY PROVIDERS.
Our future success for our financial products depend upon our ability to
aggregate and deliver compelling financial content over the Internet. We rely
heavily on third party content providers, namely Reuters Information Ltd.,
Acquire Media Corporation and Hemscott, Inc. Currently we have a one year
contract with Reuters which calls for monthly payments of $43,500, a one year
contract with Acquire Media Corporation which calls for monthly payments of
$4,500, and a yearly contract with Hemscott, Inc., which calls for monthly
payments of $5,000. All of the aforementioned contracts provide for automatic
renewal unless both parties negotiate otherwise or unless the provider is unable
to deliver the feed. Although there are many competitors to these feed suppliers
and if necessary a new contract could be negotiated, a temporary disruption in
these feed suppliers could have a negative effect on our business. We also have
contracts with various stock exchanges and market quotation services including
the Pink Sheets, the New York and Toronto exchanges and the London Stock
Exchange. We supply this exchange data to our customers on a reimbursed basis.
The loss of our data feeds from these exchanges and market quotation services
would seriously damage our customer relations and likely result in a loss of our
customers.
WE ARE SUBJECT TO COMPLIANCE WITH SECURITIES LAW, WHICH EXPOSES US TO POTENTIAL
LIABILITIES, INCLUDING POTENTIAL RESCISSION RIGHTS, AS FURTHER DESCRIBED BELOW.
We have periodically offered and sold our common stock to investors
pursuant to certain exemptions from the registration requirements of the
Securities Act of 1933, as well as those of various state securities laws. The
basis for relying on such exemptions is factual; that is, the applicability of
such exemptions depends upon our conduct and that of those persons contacting
prospective investors and making the offering. In most of these sales, we have
not received a legal opinion to the effect that these offerings were exempt from
registration under any federal or state law. Instead, we have relied upon the
operative facts as the basis for such exemptions, including information provided
by investors themselves.
6
If any prior offering did not qualify for such exemption, an investor
would have the right to rescind its purchase of the securities if it so desired.
It is possible that if an investor should seek rescission, such investor would
succeed. A similar situation prevails under state law in those states where the
securities may be offered without registration in reliance on the partial
preemption from the registration or qualification provisions of such state
statutes under the National Securities Markets Improvement Act of 1996. If
investors were successful in seeking rescission, we would face severe financial
demands that could adversely affect our business and operations. Additionally,
if we did not in fact qualify for the exemptions upon which it has relied, we
may become subject to significant fines and penalties imposed by the SEC and
state securities agencies.
OUR INDEPENDENT AUDITORS HAVE EXPRESSED A GOING CONCERN QUALIFICATION IN THEIR
REPORT DATED JANUARY 18, 2008.
Our independent auditors have expressed a going concern regarding our
company. Our ability to continue as a going concern is dependant upon our
ability to achieve a profitable level of operations. We will need, among other
things, additional capital resources. Management's plans include concentrating
its efforts on increasing our subscriber base and increasing our advertising
revenues. We are also exploring the possibility of acquiring companies that are
synergistic with our existing business. However, management cannot provide any
assurances that we will be successful in accomplishing any of its plans.
THE AVAILABILITY OF A LARGE NUMBER OF AUTHORIZED BUT UNISSUED SHARES OF OUR
COMMON STOCK MAY, UPON THEIR ISSUANCE, LEAD TO DILUTION OF EXISTING
STOCKHOLDERS.
We are authorized to issue 300,000,000 shares of our common stock and
10,000,000 shares of preferred stock, of which as of June 30, 2008, 51,525,523
shares of common stock and 4,000,000 shares of preferred stock were issued and
outstanding. In addition, we also have also issued warrants and stock options of
which 53,121,697 are outstanding as of June 30, 2008, and 37,885,350 are
exercisable at a weighted average exercise price of $0.40 to purchase an
equivalent amount of shares of common stock. Assuming exercise of these warrants
and stock options, we will be left with more than 195,000,000 authorized shares
that remain unissued. These shares may be issued by our Board of Directors
without further stockholder approval. The issuance of large numbers of shares,
possibly at below market prices, is likely to result in substantial dilution to
the interests of other stockholders. In addition, issuances of large numbers of
shares may adversely affect the market price of our common stock.
RISKS RELATED TO OUR SECURITIES:
THERE IS A LIMITED MARKET FOR OUR COMMON STOCK WHICH MAY MAKE IT MORE DIFFICULT
FOR YOU TO DISPOSE OF YOUR STOCK.
Our common stock has been quoted on the OTC Bulletin Board under the
symbol "APTD" since January 15, 2002. There is a limited trading volume for our
common stock. For example, approximately more than one-half of the trading days
during January of 2007 saw trading in our stock of less than 50,000 shares per
day. During that same period, the smallest number of shares trade in one day was
0 and the largest number of shares traded in one day was 111,111. Accordingly,
there can be no assurance as to the liquidity of any markets that may develop
7
for our common stock, the ability of holders of our common stock to sell our
common stock, or the prices at which holders may be able to sell our common
stock.
THE PRICE OF OUR COMMON STOCK IS EXTREMELY VOLATILE AND INVESTORS MAY NOT BE
ABLE TO SELL THEIR SHARES AT OR ABOVE THEIR PURCHASE PRICE, OR AT ALL.
Our stock is presently traded on the OTC Bulletin Board, although there
is no assurance that a viable market will continue. The price of our common
stock in the public market is highly volatile and may fluctuate substantially
because of:
o actual or anticipated fluctuations in our operating results;
o changes in or failure to meet market expectations;
o conditions and trends in the financial data and content provider
industry; and
o fluctuations in stock market price and volume, which are particularly
common among securities of technology companies, particularly new
start-up companies.
In addition, the securities markets have from time to time experienced
significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also
materially and adversely affect the market price of the Company's common stock.
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:
o that a broker or dealer approve a person's account for transactions in
penny stocks; and
o the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny
stock to be purchased.
In order to approve a person's account for transactions in penny stocks,
the broker or dealer must:
o obtain financial information and investment experience objectives of the
person; and
o make a reasonable determination that the transactions in penny stocks
are suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
8
The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form:
o sets forth the basis on which the broker or dealer made the suitability
determination; and
o that the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.
Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
We do not expect to pay dividends in the future. Any return on
investment may be limited to the value of our stock. We do not anticipate paying
cash dividends on our stock in the foreseeable future. The payment of dividends
on our stock will depend on our earnings, financial condition and other business
and economic factors affecting our company at such time as the board of
directors may consider relevant. If we do not pay dividends, our stock may be
less valuable because a return on your investment will only occur if our stock
priceappreciates.
A sale of a substantial number of shares of our common stock may cause
the price of its common stock to decline. If our stockholders sell substantial
amounts of our common stock in the public market, including shares issued upon
the exercise of outstanding options or warrants, the market price of our common
stock could fall. These sales also may make it more difficult for the Company to
sell equity or equity-related securities in the future at a time and price that
the Company deems reasonable or appropriate.
The exercise of our outstanding warrants and options may depress our
stock price
We currently have 51,570,347 warrants and options to purchase shares of
our common stock outstanding as of December 31, 2007, of which 35,925,350 are
exercisable at a weighted average exercise price of $0.40 as of equal date. The
exercise of warrants and/or options by a substantial number of holders within a
relatively short period of time could have the effect of depressing the market
price of our common stock and could impair our ability to raise capital through
the sale of additional equity securities.
WE MAY NEED ADDITIONAL CAPITAL THAT COULD DILUTE THE OWNERSHIP INTEREST OF
INVESTORS.
9
We require substantial working capital to fund our business. If we raise
additional funds through the issuance of equity, equity-related or convertible
debt securities, these securities may have rights, preferences or privileges
senior to those of the rights of holders of our common stock and they may
experience additional dilution. We cannot predict whether additional financing
will be available to us on favorable terms when required, or at all. Since our
inception, we have experienced negative cash flow from operations and expect to
experience significant negative cash flow from operations in the future. The
issuance of additional common stock by our management, may have the effect of
further diluting the proportionate equity interest and voting power of holders
of our common stock, including investors in this offering.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We and our representatives may from time to time make written or oral
statements that are "forward-looking," including statements contained in this
prospectus and other filings with the Securities and Exchange Commission,
reports to our stockholders and news releases. All statements that express
expectations, estimates, forecasts or projections are forward-looking
statements. In addition, other written or oral statements which constitute
forward-looking statements may be made by us or on our behalf. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"projects," "forecasts," "may," "should," variations of such words and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and involve risks,
uncertainties, and assumptions which are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in or suggested by such forward-looking statements. Among the important factors
on which such statements are based are assumptions concerning our ability to
obtain additional funding, our ability to compete against our competitors, our
ability to integrate our acquisitions and our ability to attract and retain key
employees.
DETERMINATION OF OFFERING PRICE
The selling security holders may sell the common shares issued to them
from time-to-time at prices and at terms then prevailing or at prices related to
the then current market price, or in negotiated transactions.
USE OF PROCEEDS
This prospectus relates to sale of shares of common stock issuable upon
exercise of currently outstanding stock options that may be offered and sold
from time to time by the selling stockholders. We will receive the exercise
price from the sale of shares to the selling stockholders when, and if, such
selling stockholders exercise their stock options. Any proceeds received by us
from the exercise of such stock options will be used for general working capital
purposes.
SELLING STOCKHOLDERS
The selling shareholders named in this prospectus (the "Selling
Shareholders") are offering all of the 4,550,000 shares offered through this
10
prospectus pursuant to the exercise of stock options granted to the selling
shareholders pursuant to our 2008 Incentive Stock Plan.
A total of 7,815,000 shares of common stock have been reserved for
issuance under all awards that may be granted under our 2008 Incentive Stock
Plan.
If, subsequent to the date of this reoffer prospectus, we grant any
further awards under the 2008 Incentive Stock Plan, as amended, to any eligible
participants who are affiliates of our company (as defined in Rule 405 under the
Securities Act), Instruction C of Form S-8 requires that we supplement this
reoffer prospectus with the names of such affiliates and the amounts of
securities to be reoffered by them as selling stockholders.
The following table provides, as of October 2, 2008 information
regarding the beneficial ownership of our common shares held by each of the
selling shareholders, including:
1. the number of common and preferred shares owned by each selling
shareholder prior to this offering;
2. the total number of common shares that are to be offered by each
selling shareholder;
3. the total number of common and preferred shares that will be owned
by each selling shareholder upon completion of the offering; and
4. the percentage owned by each selling shareholder.
Information with respect to beneficial ownership is based upon
information obtained from the selling shareholders. Information with respect to
"Shares Beneficially Owned Prior to the Offering" includes the shares issuable
upon exercise of the stock options held by the selling shareholders to the
extent these options are exercisable within 60 days of October 2, 2008. The
"Number of Shares Being Offered" includes the common shares that may be acquired
by the selling shareholders pursuant to the exercise of stock options granted to
the selling shareholders pursuant to our 2008 Incentive Stock Plan, as amended.
Information with respect to "Shares Beneficially Owned After the Offering"
assumes the sale of all of the common shares offered by this prospectus and no
other purchases or sales of our common shares by the selling shareholders.
Except as described below and to our knowledge, the named selling shareholder
beneficially owns and has sole voting and investment power over all common
shares or rights to these common shares.
Because the selling shareholders may offer all or part of the common
shares currently owned or the common shares received upon exercise of the
options, which they own pursuant to the offering contemplated by this reoffer
prospectus, and because its offering is not being underwritten on a firm
commitment basis, no estimate can be given as to the amount of options that will
be held upon termination of this offering. The common shares currently owned and
the common shares received upon exercise of the options offered by this reoffer
prospectus may be offered from time to time by the selling shareholders named
below.
11
- ----------------- ------------ --------------- ------------
Name of Selling Number of Number Percentage
Stockholder (1) Shares of Shares of Shares
Beneficially That May Beneficially
Owned Prior be Reoffered Owned After
to the Pursuant to the Offering
Offering this Prospectus
- ----------------- ------------ --------------- ------------
Penny Perfect 22,941,620 2,000,000 42.86%
- ----------------- ------------ --------------- ------------
Gordon Muir 22,716,320 2,000,000 42.44%
- ----------------- ------------ --------------- ------------
Katharine Johnson 0 500,000 0%
- ----------------- ------------ --------------- ------------
Lisa McVeigh 0 50,000 0%
- ----------------- ------------ --------------- ------------
Nick Schmitz 0 20,000 0%
- ----------------- ------------ --------------- ------------
All directors 45,657,940 4,570,000 88.61%
and executive
officers as
a group (4
persons)
- ----------------- ------------ --------------- ------------
Since our company does not currently meet the registrant requirements for use of
Form S-3, the amount of common shares which may be resold by means of this
reoffer prospectus by each of the selling stockholders, and any other person
with whom he or she is acting in concert for the purpose of selling securities
of our company, must not exceed, in any three month period, the amount specified
in Rule 144(e) promulgated under the Securities Act.
PLAN OF DISTRIBUTION
Timing of Sales
Under our 2008 Incentive Stock Plan (the "Plan"), we are authorized to
issue up to 7,815,000 shares of our common stock.
Subject to the foregoing, the selling stockholders may offer and sell
the shares covered by this prospectus at various times. The selling stockholders
may offer and sell the shares covered by this prospectus at various times. The
selling stockholders will act independently of our company in making decisions
with respect to the timing, manner and size of each sale.
No Known Agreements to Resell the Shares
To our knowledge, no selling stockholder has any agreement or
understanding, directly or indirectly, with any person to resell the common
shares covered by this prospectus.
Offering Price
The sales price offered by the selling stockholders to the public may
be:
12
1. the market price prevailing at the time of sale;
2. a price related to such prevailing market price; or
3. such other price as the selling shareholders determine from time to
time.
Manner of Sale
The common shares may be sold by means of one or more of the following
methods:
1. a block trade in which the broker-dealer so engaged will attempt to
sell the common shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;
2. purchases by a broker-dealer as principal and resale by that
broker-dealer for its account pursuant to this prospectus;
3. ordinary brokerage transactions in which the broker solicits
purchasers;
4. through options, swaps or derivatives;
5. in transactions to cover short sales;
6. privately negotiated transactions; or
7. in a combination of any of the above methods.
The selling shareholders may sell their common shares directly to
purchasers or may use brokers, dealers, underwriters or agents to sell their
common shares. Brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions, discounts or concessions from the selling shareholders, or,
if any such broker-dealer acts as agent for the purchaser of common shares, from
the purchaser in amounts to be negotiated immediately prior to the sale. The
compensation received by brokers or dealers may, but is not expected to, exceed
that which is customary for the types of transactions involved.
Broker-dealers may agree with a selling shareholder to sell a specified
number of common shares at a stipulated price per common share, and, to the
extent the broker-dealer is unable to do so acting as agent for a selling
shareholder, to purchase as principal any unsold common shares at the price
required to fulfill the broker-dealer commitment to the selling shareholder.
Broker-dealers who acquire common shares as principal may thereafter
resell the common shares from time to time in transactions, which may involve
block transactions and sales to and through other broker-dealers, including
transactions of the nature described above, in the over-the-counter market or
otherwise at prices and on terms then prevailing at the time of sale, at prices
then related to the then-current market price or in negotiated transactions. In
connection with resales of the common shares, broker-dealers may pay to or
receive from the purchasers of shares commissions as described above.
13
If our selling shareholders enter into arrangements with brokers or
dealers, as described above, we are obligated to file a post-effective amendment
to this registration statement disclosing such arrangements, including the names
of any broker-dealers acting as underwriters.
The selling shareholders and any broker-dealers or agents that
participate with the selling shareholders in the sale of the common shares may
be deemed to be "underwriters" within the meaning of the Securities Act. In that
event, any commissions received by broker-dealers or agents and any profit on
the resale of the common shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Sales Pursuant to Rule 144
Any common shares covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this prospectus.
Regulation M
The selling shareholders must comply with the requirements of the
Securities Act and the Exchange Act in the offer and sale of the common stock.
In particular we will advise the selling shareholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of common shares
in the market and to the activities of the selling shareholders and their
affiliates. Regulation M under the Exchange Act prohibits, with certain
exceptions, participants in a distribution from bidding for, or purchasing for
an account in which the participant has a beneficial interest, any of the
securities that are the subject of the distribution.
Accordingly, during such times as a selling shareholder may be deemed to
be engaged in a distribution of the common stock, and therefore be considered to
be an underwriter, the selling shareholder must comply with applicable law and,
among other things:
1. may not engage in any stabilization activities in connection with
our common stock;
2. may not cover short sales by purchasing shares while the
distribution is taking place; and
3. may not bid for or purchase any of our securities or attempt to
induce any person to purchase any of our securities other than as
permitted under the Exchange Act.
In addition, we will make copies of this prospectus available to the
selling shareholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act.
Penny Stock Rules
The SEC has adopted regulations which generally define "penny stock" to
be any equity security that has a market price (as defined) of less than $5.00
per share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
14
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "institutional accredited investors." The
term "institutional accredited investor" refers generally to those accredited
investors who are not natural persons and fall into one of the categories of
accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule
501 of Regulation D promulgated under the Securities Act, including institutions
with assets in excess of $5,000,000.
The penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document in a form required by the Securities and Exchange
Commission, obtain from the customer a signed and dated acknowledgement of
receipt of the disclosure document and to wait two business days before
effecting the transaction. The risk disclosure document provides information
about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account.
The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level
of trading activity in the secondary market for the stock that is subject to
these penny stock rules. Consequently, these penny stock rules may affect the
ability of broker-dealers to trade our securities. We believe that the penny
stock rules discourage investor interest in and limit the marketability of our
common stock.
State Securities Laws
Under the securities laws of some states, the common shares may be sold
in such states only through registered or licensed brokers or dealers. In
addition, in some states the common shares may not be sold unless the shares
have been registered or qualified for sale in the state or an exemption from
registration or qualification is available and is complied with.
Expenses of Registration
We are bearing all costs relating to the registration of the common
stock. These expenses are estimated to be $15,000, including, but not limited
to, legal, accounting, printing and mailing fees. The selling shareholders,
however, will pay any commissions or other fees payable to brokers or dealers in
connection with any sale of the common stock.
LEGAL MATTERS
The validity of the common stock has been passed upon by Sichenzia Ross
Friedman Ference LLP, New York, New York. Certain members of Sichenzia Ross
15
Friedman Ference LLP will receive 400,000 shares of the Company's common stock
under this registration statement to be issued as compensation for legal
services.
EXPERTS
The consolidated financial statements of AlphaTrade.com as of December
31, 2007 and 2006, and for each of the years in the two-year period ended
December 31, 2007, have been incorporated by reference herein and in the
registration statement in reliance upon the report of Chisholm, Bierwolf &
Nilson, LLC, an independent registered public accounting firm, upon the
authority of said firm as experts in accounting and auditing. The Chisholm,
Bierwolf & Nilson, LLC report included an explanatory paragraph related to
AlphaTrade.com's ability to continue as a going concern.
INCORPORATION OF CERTAIN DOCUMENTS by Reference
The SEC allows us to incorporate by reference certain of our publicly
filed documents into this prospectus, which means that such information is
considered part of this prospectus. Information that we file with the SEC
subsequent to the date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under all documents subsequently
filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholders have sold all of the shares
offered hereby or such shares have been deregistered.
The following documents filed with the SEC are incorporated herein by
reference:
o Reference is made to our annual report on Form 10-KSB for the fiscal year
ended December 31, 2007, as filed with the SEC on April 2, 2008, which is
hereby incorporated by reference.
o The description of our common stock is incorporated by reference to our
Registration Statement on Form 10-SB, as amended (File No. 000-25631),
initially filed with the SEC on March 25, 1990.
Disclosure Of Commission Position On Indemnification
For Securities Act Liabilities
Under the Nevada Revised Statutes, a corporation has the power to
indemnify any person who is made a party to any civil, criminal, administrative
or investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a director, officer,
employee or agent of the corporation, against expenses, including reasonable
attorneys' fees, judgments, fines and amounts paid in settlement of any such
actions; provided, however, in any criminal proceeding, the indemnified person
shall have had no reason to believe the conduct committed was unlawful.
Additional Information Available to You
This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with the rules of the SEC. We file
16
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can inspect and copy the Registration Statement as well as
reports, proxy statements and other information we have filed with the SEC at
the public reference room maintained by the SEC at 100 F Street N.E. Washington,
D.C. 20549, You can obtain copies from the public reference room of the SEC at
100 F Street N.E. Washington, D.C. 20549, upon payment of certain fees. You can
call the SEC at 1-800-732-0330 for further information about the public
reference room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov. No dealer, salesperson or other person is authorized
to give any information or to make any representations 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 us. This
prospectus does not constitute an offer to buy any security other than the
securities offered by this prospectus, or an offer to sell or a solicitation of
an offer to buy any securities by any person in any jurisdiction where such
offer or solicitation is not authorized or is unlawful. Neither delivery of this
prospectus nor any sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of our company since
the date hereof.
17
ALPHATRADE.COM
------------------------
4,570,000 SHARES OF COMMON STOCK
------------------------
PROSPECTUS
---------------
October 3, 2008
II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents:
o Reference is made to out quarterly report on Form 10-Q for the
period ended June 30, 2008 as filed with the SEC on August 14, 2008,
which is hereby incorporated by reference.
o Reference is made to our quarterly report on Form 10-QSB for the
period ended March 31, 2008 as filed with the SEC on May 20, 2008,
which is hereby incorporated by reference.
o Reference is made to our annual report on Form 10-KSB for the fiscal
year ended December 31, 2007, as filed with the SEC on April 2,
2008, which is hereby incorporated by reference.
o The description of our common stock is incorporated by reference to
our Registration Statement on Form 10-SB, as amended (File No.
000-25631), initially filed with the SEC on March 25, 1990.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Nevada Revised Statutes, a corporation has the power to
indemnify any person who is made a party to any civil, criminal, administrative
or investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a director, officer,
employee or agent of the corporation, against expenses, including reasonable
attorneys' fees, judgments, fines and amounts paid in settlement of any such
actions; provided, however, in any criminal proceeding, the indemnified person
shall have had no reason to believe the conduct committed was unlawful.
Item 7. Exemption from Registration Claimed.
The 4,570,000 shares of common stock to be sold by the selling
stockholders pursuant to this Registration Statement include 600,000 shares of
the Registrant's common stock granted under its 2008 Incentive Stock Plan and
3,950,000 shares of the Registrant's common stock which are issuable upon
exercise of outstanding stock options issued pursuant to the Registrant's 2008
II-2
Incentive Stock Plan. The shares of common stock and stock options were issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.
Item 8. Exhibits.
Exhibit Number Description
-------------- --------------------------------------------------------------
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
10.1 2008 AlphaTrade.com Incentive Stock Plan.
23.1 Consent of Sichenzia Ross Friedman Ference LLP (included
in Exhibit 5.1)
23.2 Consent of Chisholm, Bierwolf & Nilson, LLC.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes to:
(a) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to include any additional or changed material information on the plan
of distribution.
(b) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at the time to
be the initial bona fide offering.
(c) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(2) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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, 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on September 30, 2008.
ALPHATRADE.COM
By: /s/ Penny Perfect
----------------------------------
Penny Perfect
Chief Executive Officer, President
and Chairman of the Board
By: /s/ Katharine Johnston
----------------------------------
Katharine Johnston
Vice-President - Business Operations,
Principal Financial Officer and Director
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 date indicated:
Signature Title Date
- ---------------------- ---------------------------------- ------------------
/s/ Penny Perfect Chief Executive Officer, President September 30, 2008
- ----------------- and Chairman of the Board
Penny Perfect
/s/ Gordon Muir Chief Technology Officer and September 30, 2008
- --------------- Director
Gordon Muir
/s/ Katharine Johnston Vice-President - Business September 30, 2008
- ---------------------- Operations, Principal Financial
Katharine Johnston Officer and Director
- ---------------- Director September 30, 2008
Lisa McVeigh
- ---------------- Director September 30, 2008
Nick Schmitz
18