<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
ALPHATRADE.COM
------------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA Applied For
- - ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
Suite 400, 1111 West Georgia Street
Vancouver, British Columbia, Canada V6E 4M3
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (604) 681-7503
Facsimile Number: (604) 681-7710
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
------------------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: None.
Item 1. Description of Business.
- ---------------------------------
Business Development.
- ---------------------
Organization and Charter Amendments
-----------------------------------
Alphatrade.com (the "Company" or "Alphatrade") was organized under
the laws of the State of Nevada on June 6, 1995, under the name "Sierra Gold
Development Corp." It had an initial authorized capital of 25,000 shares,
designated as common stock, no par value. The Company was formed to seek new
business opportunities believed to hold potential profit; there were no
acquisitions, reorganizations or mergers completed until early 1999.
This Registration Statement is being filed on a voluntary basis to
maintain the Company's quotations on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD"). See the heading
"Effects of Existing or Probable Governmental Regulations," Item I.
The following amendments to the Articles of Incorporation of the
Company have been made since its organization:
* Increased the authorized capital to 25,000,000 shares of
common stock, par value $0.001, and effected an 80 for one
forward split of the outstanding common stock (10/21/98).
* Changed the name of the Company to "Honor One Corporation"
(10/29/98).
* Effected a three for one forward split of the outstanding
common stock (12/18/98).
* Increased the authorized capital to 100,000,000 shares of
common stock, par value $0.001; 10,000,000 shares of
preferred stock, par value $0.001; created a series of
2,000,000 shares of Class A Preferred Stock (see the
caption
" Description of Securities," Item 11, for a description
of
the rights, privileges and preferences of the Class A
Preferred Stock); and changed its name from "Honor One
Corporation" to "Alphatrade.com" (1/5/99).
All computations in this Registration Statement take into account
these adjustments.
Copies of the initial Articles of Incorporation and these amendments
are attached hereto and are incorporated herein by reference. See Item 15.
General
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The only business operations conducted by the Company from its
inception to the date of its acquisition of certain software assets outlined
under the heading "Acquisitions," below, was the unsuccessful search for a
potential merger, joint venture or acquisition candidate. The recent software
acquisition will allow the Company to private label a financial portal on the
Internet. This financial portal service will provide turnkey, cost-effective,
Internet based financial information systems and on-line trading solutions to
financial services companies and brokerage firms through a series of private
labeled products.
AlphaTrade's unique technologies are both replacement products and
augmentation products and have been created to make a more responsive
environment for the user.
AlphaTrade is preparing a multi-faceted corporate strategy designed
to capture market share quickly and efficiently. AlphaTrade's technology
provides the high quality, performance and control the market is demanding.
The system frees the user from the constraints of linear processing, enabling
companies to be more creative and interface with the customers in a futuristic
manner. Detailed information regarding the present and intended business
operations of the Company can be found under the caption "Business," below.
Limited Private Offering
------------------------
On June 6, 1995, the Company issued 6,000,000 shares of "restricted
securities" (common stock) to James Barry Somervail for $2,500; Mr. Somervail
then served as the President and a director of the Company.
Mr. Somervail sold a portion of these "restricted securities" from
1995 to June, 1996, to a number of persons believed to have been
"sophisticated investors" as defined in Rule 506 of the Securities and
Exchange Commission; and some of these persons also transferred and/or sold a
portion of these "restricted securities" to others, who were also believed to
be "sophisticated investors," resulting in there being approximately 30
stockholders, who were not deemed to be "affiliates" of the Company, in June,
1996.
NASD OTC Bulletin Board Quotations
----------------------------------
On December 1, 1998, the NASD confirmed unpriced quotations of the
Company's common stock on the OTC Bulletin Board under the symbol "HNRO"; the
OTC Bulletin symbol was changed to "EBNK," in January, 1999. For information
concerning these and other stock quotations regarding the Company's common
stock, which do not represent actual transactions or broker/dealer markups,
mark downs or commissions, see the caption "Market Price of and Dividends on
the Company's Common Equity and Other Stockholder Matters," Item 9.
Acquisitions
------------
The Board of Directors approved and the Company executed an Asset
Purchase Agreement with Unicorn Trade & Commerce (Europe) Ltd., a corporation
organized under the laws of the country of Ireland ("Unicorn"), whereby the
Company:
* Acquired 100% of the interest in certain software (the
"Software"), including computer programs and data files
known as "WebSprite" and the "Web Enabling Software" (for a
description of the Software, see the heading "Principal
Products and Services" of the caption "Business," Item 1).
* Issued 4,000,000 shares of "restricted securities" (common
stock) to Unicorn.
A copy of the Asset Purchase Agreement is attached hereto and is
incorporated herein by reference.
Changes of Control During the Past Three Years
----------------------------------------------
Pursuant to the Company's Bylaws and the applicable provisions of
the Nevada Revised Statutes, on December 23, 1998, James Barry Somervail, the
Company's President and a director, appointed Victor D. Cardenas and J.
Michael Pinkney as directors, to serve until the next annual meeting of the
stockholders or until their respective successors were appointed and qualified
or their prior resignations or terminations. Mr. Somervail resigned
immediately thereafter. Maggie Abbott, the Company's Secretary, also resigned
on this date.
Effective December 23, 1998, and pursuant to the Bylaws and the
applicable provisions of the Nevada Revised Statutes, the newly constituted
Board of Directors unanimously consented without a meeting to elect the
following persons to serve as executive officers: Victor D. Cardenas,
President; and J. Michael Pinkney, Secretary/Treasurer.
See the caption "Security Ownership of Certain Beneficial Owners and
Management, Item 4, for information respecting the beneficial ownership of
securities of the Company by Messrs. Cardenas and Pinkney; and see the caption
"Directors, Executive Officers, Promoters and Control Persons," Item 5, for
other material information regarding these persons.
Sales of "Unregistered" and "Restricted" Securities Over the Past Three
Years
-----
For information concerning sales of "unregistered" and "restricted"
securities during the past three years, see the caption " Recent Sales of
Unregistered Securities," Item 10.
Business.
- ---------
AlphaTrade has made a tremendous breakthrough in the development of
a revolutionary "web" based technology. To showcase the power of this
technology, AlphaTrade is creating the "Financial Portal for the new
Millenium." The "beta" launch for this technology will be spring of 1999,
with the public launch slated for summer 1999. This new portal will abandon
the "online newspaper" format so common in the leading financial web portals
of today. Instead, AlphaTrade's technology leverages the intelligence and
quickness of this browser based technology to bring the user a customized
assortment of applications such as: tick by tick charting, real-time quotes,
dynamic portfolio management, live TV broadcasts, streaming video with no
delay, premium on-line trading platforms and comprehensive news all delivered
via a nimble, thin client platform.
The Company intends to utilize its Software to participate in the
explosive on-line financial services market through a unique subscriber
aggregation strategy. The strategy focuses on private labeling the Company's
turnkey Internet products to established brokerage and other financial
services firms which currently do not offer or offer inadequate on-line
financial information and trading tools. This unique business model will
allow the Company to take advantage of existing brand recognition and
loyalties already established between these firms and their clients, while
providing a vehicle to become one of the fastest growing financial portals on
the web.
Currently, there are 5,500 brokerage firms located in the United
States; approximately 78 of these are presently offering on-line trading
services. This number will have to increase in the future to keep up with the
explosive demand created by investors wanting to trade on-line. The remaining
firms are searching for direction and solutions. Most brokerage firms are
recognizing that the development of on-line business is imperative to their
long-term ability to remain a viable operation.
The Company does not intend to restrict its business operations or
its ability to generate online commerce via their financial portal; it will
consider all opportunities presented.
Risk Factors
------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained in total until the business
is underway. However, at a minimum, the Company's present and proposed
business operations will be highly speculative and be subject to the same
types of risks inherent in any new or unproven venture, and will include those
types of risk factors outlined below.
Limited Assets; No Immediate Source of Revenue. The Company has
Software assets which are as of yet unproven; no revenues, and with none
expected until the Company has completed a sale of the Software to a brokerage
firm or a financial services firm; the Company can provide no assurance that
its business prospects will produce any material revenues for the Company; or
that its current and intended business operations will be profitable.
Limited Funds Available for Operating Expenses. The Company
currently has no operating capital. All funding necessary to meet the
Company's anticipating operating expenses during the next 12 months will
likely be advanced by management or principal stockholders as loans to the
Company; or will be raised through debt or equity financing with non-
affiliated parties. The Company's ability to raise debt or equity funding
from non-affiliated sources will be severely limited by reason of its lack of
positive historical operations, limited assets and the limited public market
for its common stock. See the heading "Plan of Operation" of the caption
"Management's Discussion and Analysis or Plan of Operation," Item 2,
respecting the Company's current and intended operations; and the caption
"Market Price of and Dividends on the Company's Common Equity and Other
Stockholder Matters," Item 9, respecting the limited market for the Company's
common stock.
No "Established Trading Market" for Common Stock. Although the
Company's common stock is quoted on the OTC Bulletin Board of the NASD, there
is currently no "established trading market" for its common stock; and there
can be no assurance that any such market will ever develop or be maintained.
Any market price for shares of common stock of the Company is likely to be
very volatile, and numerous factors beyond the control of the Company may have
a significant adverse effect. In addition, the stock markets generally have
experienced, and continue to experience, extreme price and volume fluctuations
which have affected the market price of many small capital companies and which
have often been unrelated to the operating performance of these companies.
These broad market fluctuations, as well as general economic and political
conditions, may adversely affect the market price of the Company's common
stock in any market that may develop. See the caption "Market for Common
Equity and Related Stockholder Matters," Item 9. Sales of "restricted
securities" under Rule 144 may also have an adverse effect on any market that
may develop in the Company's common stock. See the caption "Recent Sales of
Unregistered Securities," Item 10.
Further, effective January 4, 1999, the NASD adopted rules and
regulations requiring that prior to any issuer having its securities quoted on
the OTC Bulletin Board of the NASD that such issuer must be a "reporting
issuer" which is required to file reports under Section 13 or 15(d) of the
Securities and Exchange Act of the 1934, as amended (the "1934 Act"). The
Company is not currently a "reporting issuer," and this Registration Statement
will bring the Company into compliance with these listing provision of the OTC
Bulletin Board and should prevent the NASD from delisting quotations of the
Company's common stock. Under the "phase-in" schedule of the NASD, the
Company has until July, 1999, within which to become a "reporting issuer" and
to satisfy all comments of the Securities and Exchange Commission respecting
this Registration Statement. See Item 9.
Competition; Low Barriers to Entry. The market for Internet
trading services is relatively new, intensely competitive, rapidly
evolving and subject to rapid technological change. The Company expects
competition to persist, intensify and increase in the future. The Company's
potential competitors can be divided into several groups: computer hardware
and service vendors such as IBM and Hewlett Packard; advertising and media
agencies such as Ogilvy & Mather, Young & Rubicam and Foote, Cone & Belding;
Internet integrators and web presence providers such as Agency.com and iXL
Holdings; large information consulting service providers such as Anderson
Consulting, Cambridge Technology Partners and Electronic Data Systems
Corporation; telecommunications companies such as AT&T and MCI; Internet and
online service providers such as America Online, Netcom Online and UUNet
Technologies; and software vendors such as Microsoft, Netscape, Novell and
Oracle. Almost all of the Company's current and potential competitors have
longer operating histories, larger installed customer bases, longer
relationships with clients and significantly greater financial, technical,
marketing and public relation resources than the Company and could decide at
any time to increase their resource commitments to the Company's target
market. In addition, the market for on-line trading is relatively new and
subject to continuing definition, and, as a result, may better position the
Company's competitors to compete in this market as it matures. As a strategic
response to changes in the competitive environment, the Company may from time
to time make certain pricing, service technology or marketing decisions or
business or technology acquisitions that could have a material adverse effect
on the Company's business, financial condition, results of operations and
prospects. Competition of the type described above could materially adversely
affect the Company's business, results of operations, financial condition and
prospects.
In addition, the Company's ability to generate clients will depend
to a significant degree on the quality of its services and its reputation
among its clients and potential clients, compared with the quality of its
services provided by, and the reputations of, the Company's competitors. To
the extent the Company loses clients to its competitors because of
dissatisfaction with the Company's services or its reputation is adversely
affected for any other reason, the Company's business, result of operations,
financial condition and prospects could be materially adversely affected.
There are relatively low barriers to entry into the Company's
business. Because firms such as the Company rely on the skill of their
personnel and the quality of their client service, they have no patented
technology that would preclude or inhibit competitors from entering their
markets. The Company is likely to face additional competition from new
entrants into the market in the future. There can be no assurance that
existing or future competitors will not develop or offer services that provide
significant performance, price, creative or other advantages over those
offered by the Company, which could have a material adverse effect on its
business, financial condition, results of operations and prospects.
Management believes its proprietary Software and new browser based
technology is sufficiently unique to enable it to effectively compete in its
current and intended business operations.
Developing Internet Economy, Market for e-Commerce Solutions;
Unproven Acceptance of the Company's Software. A substantial portion of the
Company's revenue is expected to be derived from services that depend upon the
adoption of Internet solutions by companies to improve their business
positioning and processes, and the continued development of the World Wide
Web, the Internet and e-Commerce. The Internet may not prove to be a viable
commercial marketplace because of inadequate development of necessary
infrastructure, lack of development of complementary products, implementation
of competing technology, delays in the development or adoption of new
standards and protocols required to handle increased levels of Internet
activity, government regulation or other reasons. The Internet has
experienced, and is expected to continue to experience, significant growth in
the number of users and volume 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 continuous growth. Moreover, critical issues concerning the use
of Internet and e-Commerce solutions (including security, reliability, cost
ease of deployment and administration and quality of service) remain
unresolved and may affect the growth of the use of such technologies to
maintain, manage and operate a business, expand product marketing, improve
corporate communications and increase business efficiencies. The adoption of
Internet solutions for these purposes, particularly by those individuals and
enterprises that have historically relied on traditional means, can be capital
intensive and generally require the acceptance of a new way of conducting
business and exchanging information. If critical issues concerning the ability
of Internet solutions to improve business positioning and processes are not
resolved or, if the infrastructure is not developed, the Company's business,
financial condition, results of operations and prospects will be materially
adversely affected.
Rapid Technology Change. The market for Internet solutions and
marketing services is characterized by rapid technological change, changes in
user and client requirements and preferences, frequent new product and service
introductions embodying new processes and technologies and evolving industry
standards and practices that could render the Company's intended service
practices and methodologies obsolete. The Company's success will depend, in
part, on its ability to improve its existing services, develop new services
and solutions that address the increasingly sophisticated and varied needs of
any current and prospective clients, and respond to technological advances,
emerging industry standards and practices and competitive service offerings.
Failure to do so could result in the loss of customers or the inability to
attract and retain customers, either of which developments could have a
material adverse effect on the Company's business, financial condition,
results of operations and prospects. There can be no assurance that the
Company will be successful in responding quickly, cost-effectively and
sufficiently to these developments. If the Company is unable, for technical,
financial or other reasons, to adapt in a timely manner in response to change
in market conditions or client requirements, its business, financial
condition, result of operations and prospects would be materially adversely
affected.
Potential Liability to Clients. Many of the Company's intended
operations involve the development, implementation and maintenance of
applications that are critical to the operations of their clients' businesses.
Its failure or inability to meet a client's expectations in the performance of
its services could injure the Company's business reputation or result in a
claim for substantial damages, regardless of its responsibility for such
failure. In addition, the Company possesses technologies and content that
may include confidential or proprietary client information. Although the
Company will implement policies to prevent such client information from being
disclosed to unauthorized parties or used inappropriately, any such
unauthorized disclosure or use could result in a claim for substantial
damages. The Company will attempt to limit contractually its damages arising
from negligent acts, errors, mistakes or omissions in rendering professional
services; however, there can be no assurance that any contractual protections
will be enforceable in all instances or would otherwise protect the Company
from liability for damages. The successful assertion of one or more large
claims against the Company that are uninsured, exceed available insurance
coverage, if any, or result in changes to any insurance policies the Company
may obtain, including premium increases or the imposition of a large
deductible or co-insurance requirements, could adversely affect the Company's
business, results of operations and financial condition.
Future Capital Needs; Uncertainty of Additional Financing. The
Company currently does not have the available cash resources and credit
facilities sufficient to meet its presently anticipated working capital and
capital expenditure requirements for this year. Therefore, the Company will
need to raise substantial funds in order to conduct its intended operations or
to take advantage of unanticipated opportunities. The Company's future
liquidity and capital requirements will depend upon numerous factors,
including the success of its new service offerings and competing technological
and market developments. The Company will be required to raise additional
funds through public or private financing, strategic relationships or other
arrangements, particularly as its acquisition strategy matures. There can be
no assurance that such additional funding, if needed, will be available on
terms acceptable to the Company, or at all. Furthermore, any additional
equity financing may be dilutive to stockholders, and debt financing, if
available, may involve restrictive covenants, which may limit the Company's
operating flexibility with respect to certain business matters. Strategic
arrangements, if necessary to raise additional funds, may require the Company
to relinquish its rights to certain of its intellectual property or selected
business opportunities. If additional funds are raised through the issuance
of equity securities, the percentage ownership of the stockholders of the
Company will be reduced, stockholders may experience additional dilution in
net book value per share and such equity securities may have rights,
preferences or privileges senior to those of the holder of the Company's
common stock. If adequate funds are not available on acceptable terms, the
Company may be unable to develop or enhance its services and products, take
advantage of future opportunities or respond to competitive pressures, any of
which could have a material adverse effect on its business, financial
condition, results of operations and prospects.
Government Regulation and Legal Uncertainties. The Company is not
currently subject to direct governmental regulation, other than the securities
laws and the regulations thereunder applicable to all publicly owned
companies, and laws and regulations applicable to businesses generally, and
there are currently few laws or regulations directly applicable to access to
or commerce on the Internet. However, due to the increasing popularity and
use of the Internet, it is likely that a number of laws and regulations may be
adopted at the local, state, national and international levels with respect to
the Internet covering issues such as user privacy, freedom of expression,
pricing of products and services, taxation, advertising, intellectual property
rights, information security or the convergence of traditional communication
services with Internet communications. For example, the Telecommunications
Act of 1996 (the "Telecommunications Act") imposes criminal penalties on
anyone who distributes obscene or indecent communications over the Internet.
Although the anti-indecency provisions of the Telecommunications Act have been
declared unconstitutional by the federal courts, the increased attention
focused upon these liability issues as a result of the Telecommunications Act
could adversely affect the growth of the Internet and therefore demand for the
Company's services. In addition, because of the growth in the electronic
commerce market, Congress has held hearings on whether to regulate providers
of services and transactions in the electronic commerce market, which
regulations could negatively affect client demand for Internet solutions that
facilitate electronic commerce. Moreover, the adoption of any such laws or
regulations may decrease growth of the Internet, which could in turn decrease
the demand for the Company's services or increase the cost of doing business
or in some other manner have a material adverse effect on the Company's
business, financial conditions, results of operations or prospects. Further,
the applicability to the Internet of existing laws governing issues such as
property ownership, copyrights and other intellectual property issues,
taxation, libel and personal property is uncertain. The vast majority of such
laws were adopted prior to the advent of the Internet and related technologies
and, as a result, do not contemplate or address the unique issues of the
Internet and related technologies. Changes to such laws intended to address
these issues, including some recently proposed changes, could create
uncertainty in the marketplace which could reduce demand for the Company's
services or increase the cost of doing business as a result of litigation
expenses or increased service delivery costs, or could in some other manner
have a material adverse effect on the Company's business, financial condition,
results of operations and prospects.
Year 2000
---------
The hardware intended to be utilized by the Company in connection
with its intended business operations is believed by management to be Y2K
compliant. The Company's equipment is new, and the architecture and design of
its Software was taken into account in all equipment purchases. Purchases
have and will be limited to equipment from well known computer companies like
IBM, Cisco and other reputable hardware manufacturers.
The Company can give no assurance that third parties with whom it
intends to do business (e.g., brokerage firms, banks, financial institutions,
business and utilities) will ensure Year 2000 compliance in a timely manner or
that, if they do not, their computer systems will not have an adverse effect
on the Company. However, the Company does not believe that Year 2000
compliance issues of such third parties will result in a material adverse
effect on its financial condition or results of operations.
Principal Products and Services
--------------------------------
AlphaTrade has made a tremendous breakthrough in the development of
a revolutionary "web" based technology. To showcase the power of this
technology, AlphaTrade is creating the "Financial Portal for the new
Millenium." The "beta" launch for this technology will be spring of 1999,
with the public launch slated for summer 1999. This new portal will abandon
the "online newspaper" format so common in the leading financial web portals
of today. Instead, AlphaTrade's technology leverages the intelligence and
quickness of this browser based technology to bring the user a customized
assortment of applications such as: tick by tick charting, real-time quotes,
dynamic portfolio management, live TV broadcasts, streaming video with no
delay, premium on-line trading platforms and comprehensive news all delivered
via a nimble, thin client platform.
The Company's financial web portal will be private labeled to
brokerage firms and other financial institutions which have not yet created an
on-line presence or ones that want to enhance their on-line presence. Many
web sites offer portfolio management capabilities, but few offer everything
needed for a person to be an intelligent stock trader and personal money
manager. A prime aspect of the AlphaTrade financial portal is that it will
provide choice and accessibility like no other portal or trading platform.
Our portfolio analysis will provide data views like Morningstar and Quicken
and streaming news to ensure that any analysis is complete and comprehensive.
AlphaTrade's unique technologies are both replacement products and
augmentation products and have been created to make a more responsive
environment for the user. These lightweight components are very compact and
streamlined; management believes the Company's technologies will quickly
replace and make the "World Wide Web" obsolete.
AlphaTrade is preparing a multi-faceted corporate strategy designed
to capture market share quickly and efficiently. its technology provides the
high quality, performance and control the market is demanding. The system
frees the user from the constraints of linear processing, enabling companies
to be more creative and interface with the customers in a futuristic manner.
On-line Brokerage Services
---------------------------
Developing a premier online investment portal, which will provide
institutional and retail investors with the following capabilities, is the
Company's goal:
* Access to comprehensive financial information on all markets
and 160 stock exchanges.
* The ability to track investments through a user-driven
portfolio management system.
* The capability to access a complete array of interactive
applications directly to the user's desktop.
* To directly execute trades with an online private labeled
broker of choice.
* A "one-stop" philosophy that provides the user direct access
to the most common information requested on the web, i.e.,
finance, news, sports, weather and on-line trading.
* A unique graphical user interface which uses the latest in
web technologies; Dynamic HTML, Java Script, Live Video
Broadcasts, Java and XML.
* Unique, lightweight access to ECN's (Electronic
Communication Network). ECN's are computerized trading
networks that display and try to match buy orders with sell
orders in NASDAQ quoted securities.
* Real time streaming stock quotations direct to the browser
or desktop.
Financial Content
-----------------
The Company's financial content will include investment performance
data, financial and business news and company-specific information.
Investment performance data is raw financial data respecting a
company's stock, its industry and the economy as a whole. The Company's
financial data includes specific information in price quotes, performance
charts, specific fundamental data regarding companies and market indices.
Financial and business news consists of real-time and delayed
broadcasts of general and business/financial news as well company-specific
press releases. The Company will assemble the current news and press releases
from data feeds providers.
Company specific content is corporate information that complements
the investment performance data for a particular entity's securities offering.
This data includes a briefing about products and services, corporate
management, historic performance, financial statements and disclosure
documents.
Recent Public Announcements
---------------------------
See the Company's News Release dated February 16, 1999, Item 15.
Distribution Methods of the Products or Services
------------------------------------------------
The Company will utilize the Internet and/or the worldwide web as
its primary information distribution method. The Company will deliver
financial information and content in both the browser and non-browser
environments. The Company has developed unique lightweight (thin-client)
applications and Java based components, which deliver financial data over low
bandwidth connections.
Competitive Business Conditions
-------------------------------
The list of Company's direct and indirect online competitors is
diverse, exhaustive and difficult to calculate. Competitors range from the
North American stock exchanges, to well-established news providers, to
discount brokerage firms, and to mutual fund companies and content
aggregators. Since the Company expects to be a one-stop-shop for online
investing services, each of these types of competitors will compete with the
Company's products and services in one respect or another. The following is a
brief list of a few of the major potential competitors of the Company:
Microsoft Investor; DBC Online; The Motley Fool; Morningstar.net; and Yahoo!;
The Street.com; and PC Quote. Also see the heading "Risk Factors," under the
caption "Business" of this Item, specifically, the risk factor entitled
"Competition; Low Barriers to Entry."
Competitive Advantages & Differentiation
----------------------------------------
The Company's private labeling strategy differentiates the Company
from its rivals and establishes many competitive advantages.
A recent study by "Forrester Research" concluded that the average
cost to build and maintain a basic financial transaction site is US$5,000,000
for the first year. If a brokerage firm wished to launch a more serious effort
that would add personalization, stock trading and asset allocation to its
basic services, the development and maintenance costs of the site would
average US$17,500,000 per year.
Companies that have added comprehensive information, data and news
applications crested the U$25,000,000 range. Maintenance costs averaged 25% of
the total annual cost of the site.
The online discount brokerage industry is currently plagued by a
lack of comprehensive premium investment information for the investor,
obliging the investors to look elsewhere for content prior to conducting a
securities transaction.
The Company believes that its financial web portal, as well as new
applications and content, can be customized as a branded information gateway
for advanced trading, e-commerce and analytic applications online. Marketed to
small and medium sized financial services companies, the Company's P.P.
program is an attractive solution that allows companies to maintain their
investor customers by providing on-line trading and research capabilities.
The ultimate value of Company's portal to these small and medium
sized firms is the ability to offer them a real-time trading channel to their
retail customers.
The impact of P.P. services on this business model is extensive as
it allows the Company to directly participate in the trading revenue stream.
The Company's is developing the trading platform.
Patents, Trademarks, Licenses, Franchisees, Concessions, Royalty Payments
or Labor Contracts
------------------
None.
Need for Government Approval of Principal Products or Services
--------------------------------------------------------------
None, currently; however, see the following caption.
Effect of Existing or Probable Governmental Regulations on Business
-------------------------------------------------------------------
See the heading "Risk Factors," under the caption "Business" of this
Item, specifically, the risk factors entitled "Governmental Regulation; Legal
Uncertainties."; and "No 'Established Trading Market' for Common Stock."
Research and Development
------------------------
The Company has purchased technologies and software components from
other organizations, which involved extensive development time and investment.
The WebSprite technology was developed over 2 years by Dvorak Developments of
Denver Colorado. The browser based technologies have been under development
for 12 months by Rafael Denoyo and his firm, Web Data, of Las Vegas, Nevada.
Management estimates $1,500,000 will be expended on research and
development during fiscal 1999, subject to the availability of funding from
debt or equity financing.
Number of Employees
-------------------
15.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------
Plan of Operations.
- -------------------
The Company will need to raise additional capital in the next twelve
month period to satisfy its cash requirements. This will take the form of an
equity issue or a stockholders' loans from directors. The Company recently
completed a private placement for $1,000,000 in "restricted securities" and
issued 1,000,000 shares of "restricted securities" under Rule 144 of the
Securities and Exchange Commission. These funds are to be advanced over a
period of four months to coincide with the Company's product development
schedule. Thereafter, the Company will need to raise an additional $4,000,000
for new product development, market penetration and general and administrative
costs of operations.
AlphaTrade has made a tremendous breakthrough in the development of
a revolutionary "web" based technology. To showcase the power of this
technology, AlphaTrade is creating the "Financial Portal for the new
Millenium." The "beta" launch for this technology will be spring of 1999,
with the public launch slated for summer 1999. This new portal will abandon
the "online newspaper" format so common in the leading financial web portals
of today. Instead, AlphaTrade's technology leverages the intelligence and
quickness of this browser based technology to bring the user a customized
assortment of applications such as: tick by tick charting, real-time quotes,
dynamic portfolio management, live TV broadcasts, streaming video with no
delay, premium on-line trading platforms and comprehensive news all delivered
via a nimble, thin client platform.
The Company's financial web portal will be private labeled to
brokerage firms and other financial institutions which have not yet created an
on-line presence or ones that want to enhance their on-line presence. Many
web sites offer portfolio management capabilities, but few offer everything a
person would require to be an intelligent stock trader and personal money
manager. One of the prime aspects of the AlphaTrade financial portal is that
it provides choice and accessibility like no other portal or trading platform.
Our portfolio analysis will provide data views like Morningstar and Quicken
and streaming news to ensure that any analysis is complete and comprehensive.
It is anticipated that the Company will spend approximately
$1,500,000 on new equipment and add 50-60 new employees over the next 12 month
period.
The foregoing contains "forward-looking" statements and information,
all of which is modified by reference to the caption "Risk Factors," Item 1.
Results of Operations.
- ---------------------
There were no operations during the periods covered by the financial
statements of the Company which accompany this Registration Statement. See
Item 13.
Liquidity.
- ----------
For the period ended January 15, 1999, the Company had no cash with
$3,000 in prepaid expenses for total current assets of $3,000 with $29,072 in
current liabilities. The Company had no revenues with total expenses of
$105,510 for a net loss for the period of ($105,510). $17,271 was provided as
a loan by a stockholder.
Item 3. Description of Property.
- ---------------------------------
The Company's principal executive offices are located at Suite #400,
1111 W. Georgia Street, Vancouver, B.C., Canada V6E 4M3, and consist of 4,800
square feet at a cost of US $3,300 per month on a month to month basis.
The Company also has an office at Suite #10, 3855 S. Valley View, Las
Vegas, Nevada 89103, which consists of 1,000 square feet. There is no lease
cost on this space for the first 12 months as it is being provided free of
charge by Rafael DeNoyo, a Director of the Company.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class(1)
- ---------------- ------------------ --------
<S> <C> <C>
Emerald Marketing Ltd. 500,000 2.36%
Jupiter Consultants(2) 285,000 1.34%
Inc.
Micro American, Inc.(2) 280,000 1.32%
Montblanc Enterprises 500,000 2.36%
Ltd.
Gordon J. Muir(2) 290,000 1.37%
Penny Perfect(2) 295,000 1.39%
Sandy Coastline(2) 10,280,000 48.49%
Investments Ltd.
Unicorn Trade and
Commerce 4,000,000 18.87%
Yangtze Management(3) 280,000 1.32%
Ltd.
(1) Assumes the conversion of the outstanding 2,000,000 shares of
Series A Preferred Stock to 10,000,000 shares of common stock,
resulting in 21,200,000 shares being outstanding, but excludes
shares underlying the warrants owned by Emerald Marketing Ltd. and
Montblanc Enterprises Ltd. See Items 10 and 11; and Exhibits 3.6,
4.1 and 4.2, Item 15.
(2) Penny Perfect and Gordon J. Muir, husband and wife, singly or
jointly own or control each of these corporations; their
collective percentage of beneficial ownership includes the shares
owned by each of these corporations, and assumes the conversion of
the outstanding Series A Preferred Stock owned by Sandy Coastline
Investments Ltd.; and their collective beneficial ownership
amounts to 53.9% of the outstanding voting securities of the
Company.
(3) J. Michael Pinkney owns or controls this corporation.
</TABLE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date hereof:
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name and Address Beneficially Owned of Class(1)
- ---------------- ------------------ -------------
<S> <C> <C>
Victor D. Cardenas (2) 50,000 .002%
J. Michael Pinkney (2)(3) 330,000 1.56%
Rafael DeNoyo (2)(4) 4,000,000 18.87%
</TABLE>
(1) Assumes the conversion of the outstanding 2,000,000 shares of
Series A Preferred Stock to 10,000,000 shares of common stock,
resulting in 21,200,000 shares being outstanding, but excludes
shares underlying the warrants owned by Emerald Marketing Ltd. and
Montblanc Enterprises Ltd.. See Items 10 and 11; and Exhibits
3.6, 4.2 and 4.2, Item 15.
(2) See the caption "Directors, Executive Officers, Promoters and
Control Persons," Item 5, for information concerning the offices
or other capacities in which these persons serve with the Company.
(3) Mr. Pinkney beneficially owns Yangtze Management Ltd.
(4) Mr. DeNoyo beneficially owns the shares of Unicorn.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ---------------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These persons will serve until the
next annual meeting of the stockholders (held in June of each year) or until
their successors are elected or appointed and qualified, or their prior
resignations or terminations.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Victor D. Cardenas Director and 12/98 *
President
J. Michael Pinkney Director and 12/98 *
Secretary/
Treasurer
Rafael DeNoyo Director 2/99 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
Victor D. Cardenas, Age 48, President and a Director. For over 30
years Mr. Cardenas has been a senior level manager with IBM and as such has
been involved in marketing, sales and computer software systems development
for large clients. He is currently the Utilities Industry Executive. Mr.
Cardenas holds a Bachelors Degree in Electrical Engineering from IPN in Mexico
City, Mexico; and has attended a one year accelerated business management
program in New York; he has also taken business educations courses at Harvard
University and Cambridge University, UK. He has been presented with nine
annual sales recognition awards; one "top" performer sales award (Golden
Circle); and four excellence in management awards.
J. Michael Pinkney, Age 56, Secretary/Treasurer and a Director. Mr.
Pinkney earned a Bachelor's Degree in commerce from the University of Alberta,
Canada. He was employed with the Alberta government for over 20 years as a
Senior Administrator, and since 1996, has been working as an independent
contractor specializing with large corporate clients.
Rafael DeNoyo, Age 37, Director and Chief Technical Officer. Mr.
DeNoyo is a quantitative specialist in a variety of financial market
applications and has over fourteen years of experience in developing
quantitative models for the financial market. He has successfully guided the
production of automated trading platforms for the futures, stocks and foreign
exchange markets. Mr. DeNoyo has extensive experience in developing data feed
parsers, data collection engines and other software related to data feed
manipulation and Internet communications. He has worked closely with
different modules related to an advanced net technology that provides the
ability to access applications through the web browser.
Significant Employees.
- ----------------------
The Company currently has four significant employees who are not
executive officers; however, as its business develops, it may be required to
engage the services of various technical and executive personnel.
Sam Halim, Age 57, Project Management. Mr. Halim has degrees in
Physics, Chemistry and studies on advanced Management Science. Mr. Halim has
developed a recognized expertise in evaluation trading systems and trading
advisors. Mr. Halim is an expert in stocks and commodity trading and has
managed his own multi-advisor commodity pool. His dual expertise in both
technical trading and large-scale project management lends well to managing
and coordinating the Alphatrade.com undertaking.
John O'Donahue, Age 52, Manager of Artificial Intelligence. Mr.
O'Donahue has over fifteen years experience in the application of Artificial
Intelligence to stock and commodity trading. He has developed proprietary
Genetic Algorithm software used in the automation of model building and
optimization. He has also done extensive work in the areas of Expert Systems
and Fuzzy Logic. He has successfully led projects to build trading platforms
used by a variety of major financial companies.
James A. Steiner, Age 36, Systems Manager. Fluent in German,
Spanish, French and English, he began his computer industry career in 1989,
joining the staff of American and European Investments in Bethesda, Maryland,
as a Programmer and Research Analyst. Formerly also with Labyrinth Research,
Richmond Research & Trading, and Fox River Financial Resources, Chemware, and
Dynamix, his career has so far culminated in his appointment as Project Lead
on MCI's now legendary "Views" component, now deployed at 150 MCI/Worldcom
Service Centers at every trouble ticket terminal. While working on contract
for Dynamix on a remote Pacific Island, he experienced an epiphany which has
caused him to devote his life to Java and reusable, scalable, object oriented
database technology. Since that time, he has achieved the highest level of
Java certification and built an international reputation in the field. He is
an expert in nearly every major relational database, and is in the vanguard in
the OODBMS movement. A COBRA expert, he is known as the "Godfather of
Enterprise Java Beans" to the component cognoscenti.
Steve Budrys, Age 41, Platform Manager. Formerly CTO for one of the
world's foremost Internet casinos, he has been involved in the computer
industry as a programmer, analyst and programming manager since 1984. He has
worked for Alpha-Beta, Odesta Corp., Vertical Solutions, Killer Sports,
Dynamix and GMT. Most recently, he spearheaded Net Bet's foray into Internet
wagering. His experience includes work on a variety of operating systems and
hardware/software platforms. Mr. Budrys is an internationally recognized
authority on dynamical, nonlinear systems design, mathematical modeling and
numerical optimization methods. For the past six years, he has devoted his
talents to time-series forecasting and modeling using the most advanced forms
of computational intelligence. Mr. Budrys is an experienced programmer in a
wide variety of computer languages, programming environments, hardware
platforms, and operating systems. He has done duty as a systems/database
administrator of UNIX, PC/Novell and Macintosh LANS, and is familiar with
their operating systems and hardware. Mr. Budrys, the [self-anointed] Cook
Islands Chess Champion, is an expert in the art of "cold reading," having
scored some truly amazing hits. A published author, his books "Killer
Football" and "Killer Basketball" are now considered collectors items. A
former professional poker and blackjack player, Mr. Budrys is also the creator
of the popular shareware video poker tutor, "Deuces Wild."
Family Relationships.
- ---------------------
There are no family relationships between any director or executive
officer.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Victor
Cardenas, 12/30/98 0 0 0 0 0 0 0
President, 1/15/99 0 0 0 (1) 0 0 0
Director
J. Michael
Pinkney, 12/31/98 0 0 0 0 0 0 0
Sec'y/Treas.1/15/99 0 0 0 (1) 0 0 0
Director
Rafael
DeNoyo,(2) 12/31/98 0 0 0 0 0 0 0
Director 1/15/99 0 0 0 0 0 0 0
</TABLE>
(1) On January 8, 1999, 50,000 "unregistered" and "restricted"
shares of the Company's common stock were issued to Victor
D. Cardenas and J. Michael Pinkney for services rendered.
See the caption "Recent Sales of Unregistered Securities,"
Item 10.
(2) Mr. DeNoyo's term of office did not commence until February,
1999.
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
years ended December 31, 1998 or 1997, or the period ended January 15, 1999,
except as set forth in the Summary Compensation Table. Further, no member of
the Company's management has been granted any option or stock appreciation
rights; accordingly, no tables relating to such items have been included
within this Item.
The Company has adopted a 1999 Stock Incentive Plan (the "Stock
Incentive Plan")pursuant to which the Board of Directors may grant "restricted
securities" awards to selected participants, based upon performance standards
and set vesting guidelines based upon performance. The grants may be
designated as "Stock Options" or "Non-Qualified Stock Options." The prices
for the stock options shall in no case be less than 100% of the fair market
value of the underlying shares on the date of grant, unless determined
otherwise by the Committee established under the Stock Incentive Plan. There
are certain restrictions on transfer during the life time of any participant;
and on termination, stock options may be exercised for a period of 90 days
thereafter; in the event of retirement, stock options may continue to be
exercised without time limitations, but to the extent that such stock options
are exercised after 90 days, they shall be treated as "Non-Qualified Stock
Options. No stock options have been granted, but 1,200,000 shares at an
exercise price of $1.00 have been reserved for issuance; a maximum of 20% of
the outstanding common stock of the Company can be reserved for this purpose.
A Copy of the Stock Incentive Plan is attached hereto and is incorporated
herein by reference. See Item 15.
Compensation of Directors.
- --------------------------
Except for a $7,500 per month salary received by Mr. DeNoyo which
commenced January 15, 1999, there are no standard arrangements pursuant to
which the Company's directors are compensated for any services provided as a
director. No additional amounts are payable to the Company's directors for
committee participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
The only transactions between members of management, nominees to
become a director or executive officer, 5% stockholders, or promoters or
persons who may be deemed to be parents of the Company are:
* Issuance 4,000,000 shares of "restricted securities" (common
stock) to Unicorn (see the heading "Acquisitions" of the
caption "Business Development," Item 1, and the caption
"Recent Sales of Unregistered Securities," Item 10, and
Exhibit 10.1, Item 15.
* Issued 50,000 shares of "restricted securities" to two of
the Company's current directors and executive officers,
Victor D. Cardenas and J. Michael Pinkney (see the footnote
to the Summary Compensation Table, Item 6, and the caption
"Recent Sales of Unregistered Securities," Item 10.
* Issued 2,000,000 shares of Series A Preferred stock to Sandy
Coastline Investments Ltd., which is owned and controlled by
Penny Perfect and Gordon J. Muir, persons who may be deemed
to be "affiliates" of the Company. See Items 4, 10 and 11.
Item 8. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or persons who
may be deemed to be an "affiliate" of the Company or owner of record or
beneficially of more than five percent of the Company's common stock is a
party adverse to the Company or has a material interest adverse to the Company
in any proceeding.
Item 9. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------
Market Information.
- -------------------
There has never been any "established trading market" for shares of
common stock of the Company. Quotation of its common stock on the OTC
Bulletin Board of the NASD only commenced December 2, 1998, as "unpriced"; no
assurance can be given that any current market for the Company's common stock
will develop or be maintained. For any market that develops for the Company's
common stock, the sale of "restricted securities" (common stock) pursuant to
Rule 144 of the Securities and Exchange Commission by members of management,
Unicorn or any other person to whom any such securities may be issued in the
future may have a substantial adverse impact on any such public market.
Information about the date when current holders' holding period of "restricted
securities" commenced can be found under the caption "Recent Sales of
Unregistered Securities," Item 10. A minimum holding period of one year is
required for resales under Rule 144, along with other pertinent provisions,
including publicly available information concerning the Company (this
requirement will be satisfied by the filing and effectiveness of this
Registration Statement, the passage of 90 days and the continued timely filing
by the Company of all reports required to be filed by it with the Securities
and Exchange Commission; limitations on the volume of "restricted securities"
which can be sold in any 90 day period; the requirement of unsolicited
broker's transactions; and the filing of a Notice of Sale of Form 144.
The following quotations were provided by the National Quotation
Bureau, LLC, and do not represent actual transactions; these quotations do not
reflect dealer markups, markdowns or commissions.
<TABLE>
<CAPTION>
STOCK QUOTATIONS*
CLOSING BID
Quarter ended: High Low
- -------------- ---- ---
<S> <C> <C>
December 31, 1998 Unpriced Unpriced
January 4, 1999 $25 $0.60
thru
March 19, 1998
</TABLE>
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 175.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future. The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
sales of its products, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its securities.
Item 10. Recent Sales of Unregistered Securities.
- -------------------------------------------------
<TABLE>
<CAPTION>
Common Stock
------------
Date Number of Aggregate
Name Acquired Shares Consideration
---- -------- --------- -------------
<S> <C> <C> <C>
J. Michael Pinkney 1/8/99 50,000 Services(1)
Victor D. Cardenas 1/8/99 50,000 Services(1)
Unicorn 1/8/99 4,000,000 Acquisition(2)
Emerald Marketing
Ltd. 1/8/99 500,000 Subscription(3)
International Resort
Properties Corp. 2/4/99 100,000 Services(4)
Montblanc Enterprises
Ltd. 2/18/99 500,000 Subscription(3)
Preferred Stock
---------------
Sandy Coastline Investments
Ltd.(5) 1/8/99 2,000,000 $0.001 (par value)
</TABLE>
(1) See the footnote to the Summary Compensation Table, Item 6.
(2) See the heading "Acquisitions" of the caption "Business
Development," Item 1, and Exhibit 10.1, Item 15.
(3) Subscriptions providing for promissory notes in the amount of
$500,000 each, due one year from subscription date, together with a warrant
for each to purchase an additional 500,000 shares of "restricted securities"
(common stock) at an exercise price of $1.00 per share, on or before one year
from the date of the subscriptions, and $1.25 per share, if exercised after
one year but prior to two years from the date of the subscriptions, with the
common stock and the warrants to be void unless the promissory notes are paid
when due.
(4) Issued for services valued at $50,000 under Rule 701 of the
Securities and Exchange Commission in connection with the Company's
restructuring, the acquisition outlined in Item 1 and its 10-SB Registration
Statement. See Item 15.
(5) Issued at par value to an "affiliate" of the Company; see Item
4.
Each of these persons had access to all material information
regarding the Company prior to the offer or sale of these securities; Unicorn
is beneficially owned by a current director, Rafael DeNoyo; Sandy Coastline
Investments Ltd. is owned by "affiliates"; the other corporations are believed
to be "accredited investors"; and the other shares were issued to directors or
executive officers. The offers and sales of these securities are believed to
have been exempt from the registration requirements of Section 5 of the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, and from
similar applicable states' securities laws, rules and regulations exempting
the offer and sale of these securities by available state exemptions from
required registration.
Item 11. Description of Securities.
- -----------------------------------
Common Stock
------------
The Company has a class of securities authorized, consisting of
100,000,000 shares of $0.001 par value common voting stock. The holders of
the Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. All shares of the common stock now outstanding are fully paid and
non-assessable.
Preferred Stock
---------------
The Company has authorized 10,000,000 preferred shares, $0.001 par
value per share, to be issued in series with attributes to be determined by
the Board of Directors. A series of 2,000,000 shares of Class A Preferred
Stock has been authorized by the Board of Directors. The Class A Preferred
Stock, all of which are currently outstanding, has the following rights,
privileges and preferences:
* Each share is convertible into five shares of common
stock at a conversion price of $0.05 per share.
* Each share is accorded five votes on any matter
submitted to the stockholders of the Company.
* These shares are assignable, subject to compliance
with any applicable securities laws, rules and
regulations.
* Ownership of these shares vests on issuance, and they
are not subject to cancellation.
See Exhibit 3.6, Item 15; and see the caption "Recent Sales of
Unregistered Securities," Item 10.
No Outstanding Options, Warrants or Calls
-----------------------------------------
With the exception of the shares of common stock into which the
Series A Preferred Stock are convertible, currently, there are no outstanding
options, warrants or calls to purchase any of the authorized securities of the
Company.
No Provisions Limiting Change of Control
----------------------------------------
There is no provision in the Company's Articles of Incorporation or
Bylaws that would delay, defer, or prevent a change in control of the Company.
Item 12. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS")
authorizes a Nevada corporation to indemnify any director, officer, employee,
or corporate agent "who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or
in the right of the corporation" due to his or her corporate role. Section
78.751(1) extends this protection "against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if he
or she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of
the reasonable defense or settlement expenses of a corporate director,
officer, employee or agent who is sued, or is threatened with a suit, by or in
the right of the corporation. The party must have been acting in good faith
and with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or
agent is successful on the merits or otherwise in defending any action or
proceeding referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of
the NRS requires that he be indemnified "against expenses, including
attorneys' fees, actually and reasonably incurred by him or her in connection
with the defense."
Section 78.751 (4) of the NRS limits indemnification under
Sections 78.751 (1) and 78.751(2) to situations in which either (1) the
stockholders, (2)the majority of a disinterested quorum of directors, or (3)
independent legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has
the right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
Item 13. Financial Statements and Supplementary Data.
<PAGE>
HONOR ONE CORPORATION
(FORMERLY SIERRA GOLD DEVELOPMENT CORP.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL, STATEMENTS
December 31, 1998
December 31, 1997
December 31, 1996
<PAGE>
BARRY L. FRIEDMAN, PC.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors January 4, 1999
Honor One Corporation
Vancouver, BC, Canada
I have audited the accompanying Balance Sheets of Honor One Corporation,
(Formerly Sierra Gold Development Corp.), (A Development Stage Company), as of
December 31, 1998, December 31, 1997, and December 31, 1996, and the related
statements of operations, stockholders, equity and cash flows for the three
years ended December 31, 1998, December 31, 1997, and December 31, 1996. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit 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. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Honor One
Corporation, (Formerly Sierra Gold Development Corp.), (A Development Stage
Company), as of December 31, 1998, December 31, 1997, and December 31, 1996,
and the results of its operations and cash flows for the three years ended
December 31, 1998, December 31, 1997, and December 31, 1996, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/S/Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
HONOR ONE CORPORATION
(FORMERLY SIERRA GOLD DEVELOPMENT CORP.)
(A Development Stage Company)
BALANCE SHEET
ASSETS
<CAPTION>
December December December
31,1998 31, 1997 31, 1996
<S> <C> <C> <C>
CURRENT ASSETS: $ 0 $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
OTHER ASSETS: $ 0 $ 0 $ 0
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
TOTAL ASSETS $ 0 $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 350 $ 0 $ 0
TOTAL CURRENT LIABILITIES $ 350 $ 0 $ 0
STOCKHOLDERS' EQUITY:(Note 1)
Common stock, no par value,
authorized 25,000 shares
issued and outstanding at
December 31, 1996-25,000 shares $ 2,500
December 31, 1997-25,000 shares $ 2,500
Common stock,par value,$.0001
authorized 25,000,000 shares
issued and outstanding at
December 31, 1998-6,000,000 shs $ 600
Additional paid in Capital 1,900 0 0
Accumulated loss -2,850 -2,500 -2,500
TOTAL STOCKHOLDERS' EQUITY $ -350 $ 0 $ 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements & audit report
<TABLE>
HONOR ONE CORPORATION
(FORMERLY SIERRA GOLD DEVELOPMENT CORP.)
(A Development Stage Company)
<CAPTION>
STATEMENT OF OPERATIONS
Year Year Year June 6,1995
Ended Ended Ended (inception)
Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1998 1997 1996 1998
<S> <C> <C> <C> <C>
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES:
General, Selling
and Administrative$ 350 $ 0 $ 0 $ 2,850
Total Expenses $ 350 $ 0 $ 0 $ 2,850
Net Profit/Loss(-) $ -350 $ 0 $ 0 $ -2,850
Net Profit/Loss(-)
per weighted
share (Note 1) $ NIL $ .0000 $ .0000 $ -.0005
Weighted average
number of common
shares outstanding 6,000,000 6,000,000 6,000,000 6,000,000
</TABLE>
See accompanying notes to financial statements audit report
<TABLE>
HONOR ONE CORPORATION
(FORMERLY SIERRA GOLD DEVELOPMENT CCRP.)
(A Development Stage Company)
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu
Common Stock paid-in lated
Shares Amount capital Deficit
<S> <C> <C> <C> <C>
Balance,
December 31, 1995 25,000 $ 2,500 0 $ -2,500
Net loss year ended
December 31, 1996 0
Balance,
December 31, 1996 25,000 $ 2,500 $ 0 $ -2,500
Net loss year ended
December 31, 1997 0
Balance,
December 31, 1997 25,000 $ 2,500 $ 0 $ -2,500
October 21, 1998
changed from no par
value to $.0001 -2,497 +2,497
October 21, 1998
forward stock split
80:1 1,975,000 +197 -197
December 18, 1998
forward stock split
3:1 4,000,000 +400 -400
Net loss year ended
December 31, 1998 -350
Balance,
December 31, 1998 6,000,000 $ 600 $ 1,900 $ -2,850
</TABLE>
See accompanying notes to financial statements & audit report
<TABLE>
HONOR ONE CORPORATION
(FORMERLY SIERRA GOLD DEVELOPMENT CORP.)
(A Development Stage Company)
<CAPTION>
STATEMENT OF CASH FLOWS
Year Year Year June 6,1995
Ended Ended Ended (inception)
Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1998 1997 1996 1998
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities:
Net Loss $ -350 $ 0 $ 0 $ -2,850
Adjustment to
reconcile net loss
to net cash
provided by operating
activities 0 0 0 0
Changes in assets and
liabilities:
Increase in current
liabilities: +350 0 0 +350
Net cash used in
operating activities $ 0 $ 0 $ 0 $ -2,500
Cash Flows from
investing activities 0 0 0 0
Cash Flows from
Financing Activities:
Issuance of common
stock for cash 0 0 0 +2,500
Net increase(decrease)
in cash $ 0 $ 0 $ 0 $ 0
Cash
beginning of period 0 0 0 0
Cash,
end of period $ 0 $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements & audit report
HONOR ONE CORPORATION
(FORMERLY SIERRA GOLD DEVELOPMENT CORP.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998, December 31, 1997, and December 31, 1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 6, 1995, under the laws of the State of
Nevada, as Sierra Gold Development Corp. The company currently has no
operations and, in accordance with SFAS #7, is considered a development stage
company.
On June 6, 1995, the company issued 25,000 shares of its no par value
common stock for $ 2,500.00 for cash.
On October 21, 1998, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from 25,000
common shares of no par value stock to 25,000,000 common shares of $.0001
par value.
On October 21, 1998, the Company forward split it's common stock 80:1,
thus increasing the number of outstanding common stock shares from 25,000
shares to 2,000,000 shares.
On October 29, 1998, the Company changed it's name to Honor one
Corporation.
On December 18, 1998, the Company forward split it's common stock 3:1,
thus increasing the number of outstanding common stock shares from 2,000,000
shares to 6,000,000 shares.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
common shares outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has no current source of
revenue. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern. It is management's plan to seek
additional capital through a merger with an existing operating company.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares
of common stock.
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
<PAGE>
ALPHATRADE.COM
(Formerly Honor One Corporation)
(A Development Stage Company)
FINANCIAL STATEMENTS
January 15, 1999 and December 31, 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
AlphaTrade.com
(Formerly Honor One Corporation)
(A Development Stage Company)
Vancouver, B.C. Canada
We have audited the accompanying balance sheets of AlphaTrade.com (formerly
Honor One Corporation) (a development stage company) as of January 15, 1999,
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the period from January 1, 1999 through January 15, 1999.
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 audit.
We conducted our audit 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 audit provides 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 AlphaTrade.com (formerly
Honor One Corporation) (a development stage company) as of January 15, 1999,
and the results of its operations and its cash flows for the period from
January 1, 1999 through January 15, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of the uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
February 8, 1999
<PAGE>
ALPHATRADE.COM
(Formerly Honor One Corporation)
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
ASSETS
January 15, December 31,
1999 1998
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Prepaid expenses 3,000 -
Total Current Assets 3,000 -
FIXED ASSETS
Office equipment 10,411 -
Software 464 -
Total Fixed Assets 10,875 -
OTHER ASSETS
Technology (Note 6) - -
Total Other Assets - -
TOTAL ASSETS $13,875 $ -
</TABLE>
ALPHATRADE.COM
(Formerly Honor One Corporation)
(A Development Stage Company)
Balance Sheets (Continued)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
January 15, December 31,
1999 1998
<S> <C> <C>
CURRENT LIABILITIES
Cash overdraft $ 114 $ -
Accounts payable 11,687 11,687
Note payable 17,271 -
Total Current Liabilities 29,072 11,687
Total Liabilities 29,072 11,687
STOCKHOLDERS' EQUITY (DEFICIT)
Convertible preferred stock; par
value $0.001 per share; 10,000,000
shares authorized, 2,000,000 shares
issued and outstanding (Note 5) 2,000 -
Common stock: $0.001 par value,
100,000,000 shares authorized;
11,200,000, and 6,100,000 shares
issued and outstanding, respectively 11,200 6,100
Additional paid-in capital 1,091,300 46,400
Common stock subscriptions receivable (1,000,000) (50,000)
Accumulated deficit (119,697) (14,187)
Total Stockholders' Equity (Deficit) (15,197) (11,687)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 13,875 $ -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALPHATRADE.COM
(Formerly Honor One Corporation)
(A Development Stage Company)
Statements of Operations
From
From Inception on
January 1, June 6,
1999 through For the Years Ended 1995 Through
January 15, December 31, January 15,
1999 1998 1997 1999
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
EXPENSES 105,510 11,687 - 119,697
NET INCOME (LOSS) $ (105,510) $ (11,687) $ - $ (119,697))
BASIC LOSS PER SHARE
OF COMMON STOCK $ (0.01) $ (0.00) $ (0.00)
FULLY DILUTED LOSS
PER SHARE $ (0.01) $ (0.00) $ (0.00)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALPHATRADE.COM
(Formerly Honor One Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 6, 1995 through January 15, 1999
Preferred Stock Common Stock
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Balance at inception on
June 6, 1995 - $ - - $ -
Issuance of 6,000,000
shares of common stock
for cash at $0.0004 per
share on June 6, 1995 - - 6,000,000 6,000
Net loss from inception on
June 6, 1995 through
December 31, 1995 - - - -
Balance,
December 31, 1995 - - 6,000,000 6,000
Net loss for the year ended
December 31, 1996 - - - -
Balance,
December 31, 1996 - - 6,000,000 6,000
Net loss for the year ended
December 31, 1997 - - - -
Balance,
December 31, 1997 - $ - 6,000,000 $ 6,000
Stock issued on
subscription for services
at $0.50 per share on
December 28, 1998 - - 100,000 100
Net loss for the year ended
December 31, 1998 - - - -
Balance,
December 31, 1998 - - 6,100,000 6,100
Stock issued for technology,
recorded at predecessor
cost, January 6, 1999
(Note 6) - - 4,000,000 4,000
Stock issued for services
at $0.50 per share on
January 6, 1999 - - 100,000 100
Stock issued on
subscription at $1.00 per
share, January 8, 1999 - - 1,000,000 1,000
Stock issued to founders
recorded at $0.001 which
approximates predecessor
cost, January 8, 1999 2,000,000 2,000 - -
Performance on stock
subscription, January 8
1999 - - - -
Net loss for the period
from January 1, 1999
through January 15, 1999 - - - -
Balance, January 15, 1999 2,000,000 $ 2,000 11,200,000 $ 11,200
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALPHATRADE.COM
(Formerly Honor One Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 6, 1995 through January 15, 1999
Additional
Paid-In Subscriptions Accumulated
Capital Receivable Deficit
<S> <C> <C> <C>
Balance at inception on
June 6, 1995 $ - $ - $ -
Issuance of 6,000,000
shares of common stock
for cash at $0.0004 per
share on June 6, 1995 (3,500) - -
Net loss from inception on
June 6, 1995 through
December 31, 1995 - - (2,500)
Balance,
December 31, 1995 (3,500) - (2,500)
Net Loss for the year ended
December 31, 1996 - - -
Balance,
December 31, 1996 (3,500) - (2,500)
Net loss for the year ended
December 31, 1997 - - -
Balance,
December 31, 1997 (3,500) - (2,500)
Balance,
December 31,1997 (3,500) - (2,500)
Stock issued on
subscription for services
at $0.50 per share on
December 28,1998 49,900 (50,000) -
Net loss for the year ended
December 31, 1998 - - (11,687)
Balance,
December 31, 1998 46,400 (50,000) (14,187)
Stock issued for technology,
recorded at predecessor
cost, January 6, 1999
(Note 6) 4,000 - -
Stock issued for services
at $0.50 per share on
January 6, 1999 49,900 - -
Stock issued on
subscription at $1.00 per
share, January 8, 1999 999,000 (1,000,000) -
Stock issued to founders
recorded at $0.001 which
approximates predecessor
cost, January 8, 1999 - - -
Performance on stock
subscription, January 9
1999 - 50,000 -
Net loss for the period
from January 1, 1999
through January 15, 1999 - - (105,510)
Balance, January 15, 1999 $1,091,300 $ (1,000,000) $(119,697)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALPHATRADE.COM
(Formerly Honor One Corporation)
(A Development Stage Company)
Statements of Cash Flows
From
From Inception on
January 1, June 6,
1999 through For the Years Ended 1995 Through
January 15, December 31, January 15,
1999 1998 1997 1999
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (105,510) $ (11,687) $ - $ (119,697)
Adjustments to reconcile net
loss to net cash provided
(used) by operating activities:
Common stock issued for services 100,000 - - 100,000
Preferred stock issued for services 2,000 - - 2,000
Changes in operating assets and
liabilities:
(Increase) decrease in prepaid
expenses (3,000) - - (3,000)
Increase (decrease) in accounts
payable 17,385 11,687 - 29,072
Net Cash Provided by
Operating Activities 10,875 - - 8,375
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of fixed assets (10,875) - - (10,875)
Net Cash Used by
Investing Activities (10,875) - - (10,875)
CASH FLOWS FROM
FINANCING ACTIVITIES
Common stock issued for cash - - - 2,500
Net Cash Provided by
Financing Activities - - - 2,500
NET CHANGE IN CASH - - - -
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ - $ -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALPHATRADE.COM
(Formerly Honor One Corporation)
(A Development Stage Company)
Statements of Cash Flows (Continued)
From
From Inception on
January 1, June 6,
1999 through For the Years Ended 1995 Through
January 15, December 31, January 15,
1999 1998 1997 1999
<S> <C> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION
Interest paid $ - $ - $ - $ -
Income taxes paid $ - $ - $ - $ -
SCHEDULE OF NON-CASH
FINANCING ACTIVITIES:
Common stock issued
for services $ 100,000 $ - $ - $ 100,000
Preferred stock issued
for services $ 2,000 $ - $ - $ 2,000
</TABLE>
<PAGE>
ALPHATRADE.COM
(Formerly Honor One Corporation)
(A Development Stage Company)
Notes to the Financial Statements
January 15, 1999 and December 31, 1998
NOTE 1 - NATURE OF ORGANIZATION
This summary of significant accounting policies of AlphaTrade.com is
presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations
of the Company's management, which is responsible for their
integrity and objectivity. These accounting policies conform to
generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
a. Organization and Business Activities
AlphaTrade.com was incorporated under the laws of the State of
Nevada on June 6, 1995. The Company has been in the development
stage since incorporation.
b. Depreciation
The cost of the property and equipment will be depreciated over the
estimated useful lives (5 years) of the related assets.
Depreciation will be computed using the straight-line method when
the assets are placed in service.
c. Accounting Method
The Company's consolidated financial statements are prepared using
the accrual method of accounting. The Company has elected a
December 31 year-end.
d. Cash and Cash Equivalents
For the purpose of the statement of cash flows, the Company
considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.
e. 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 disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
f. Basic Loss Per Share
The computation of basic loss per share of common stock is based on
the weighted average number of shares of common stock outstanding
during the periods presented. Common stock equivalents have been
included in the diluted loss per share calculation.
g. Income Taxes
No provision for income taxes has been accrued because the Company
has net operating losses from inception. The net operating loss
carry forward of approximately $119,700 at January 15, 1999 expire
in 2014. No tax benefit has been reported in the financial
statements because the Company is uncertain if the carry forward
will expire unused. Accordingly, the potential tax benefits are
offset by a valuation account of the same amount.
NOTE 2 - FIXED ASSETS
Fixed assets at January 15, 1999 and December 31, 1998 consisted of
the following:
January 15, December 31,
1999 1998
Computer equipment $ 10,411 $ -
Software 464 -
Less accumulated depreciation - -
$ 10,875 $ -
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the relation of assets and liquidation of liabilities
in the normal course of business. However, the Company does not
have significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern. The Company
intends to complete the development of its technology and to market
that technology. It also intends to collect the proceeds of its
stock subscription receivable.
NOTE 4 - NOTE PAYABLE
The Company owes $17,271 to a private company for funds expended on
the Company's behalf. The debt is unsecured, non-interest bearing
and due upon demand.
NOTE 5 - CONVERTIBLE PREFERRED STOCK
The Company has 2,000,000 outstanding shares of convertible Class
A preferred stock with the following features:
Each preferred share is convertible into five underlying common
shares at a conversion price of $0.05 per common share.
Each holder of Class A preferred shares shall be entitled to
five(5) votes (which can be voted prior to conversion) for every
preferred share held to vote on any matters brought before the
shareholders of the Company.
The preferred shares are assignable.
The preferred shares vest immediately to the holder upon issuance
and cannot be canceled.
NOTE 6 - PURCHASE OF TECHNOLOGY
On January 4, 1999, the Board of Directors issued 4,000,000 shares
of unregistered restricted common stock for the purchase of
software for development and eventual resale. The acquired
software is still in a developmental state and has uncertain net
realizable value. The software was recorded at its predecessor
cost of $-0-.
NOTE 7 - STOCK OPTION PLAN
On January 4, 1999, the Board of Directors voted to approve the
1999 Stock Option Plan. The plan reserves a maximum of 20 percent
of the issued and outstanding shares of the Company's common stock
for issuance pursuant to stock options and restricted stock awards.
Such shares are to be issued at the discretion of the Board of
Directors of the Company. As of January 15, 1999, no options had
been awarded.
NOTE 8 - STOCK SUBSCRIPTION RECEIVABLE
The Company has issued 1,000,000 shares of its common stock
pursuant to a subscription. The subscription price is $1.00 per
share and the subscription provides that if the shares are not paid
for by January 8, 2001, the shares will be canceled. The
subscription is unsecured and non-interest bearing. The
subscription also includes warrants to purchase an additional
1,000,000 shares of common stock at $1.25 per share. The warrants
expire on January 8, 2001.
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
Barry L. Friedman, Certified Public Accountant, of Las Vegas,
Nevada, audited the financial statements of the Company for the calendar years
ended December 31, 1998, 1997 and 1996; these financial statements are filed
as a part of this Registration Statement. See Items 13 and 15.
Jones, Jenson & Company, LLC, Certified Public Accountants, of Salt
Lake City, Utah, were engaged on or about January 6, 1999, by the Board of
Directors of the Company to prepare the audited financial statements of the
Company for the period ended January 15, 1999; and will prepare the financial
statements for the calendar year, 1999.
There were no disagreements between the Company and Mr. Friedman,
whether resolved or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved, would have caused them to make reference to the
subject matter of the disagreement in connection with their reports.
The Report of Mr. Friedman did not contain any adverse opinion or
disclaimer of opinion, and with the exception of a "going concern"
qualification because of the lack of material operations of the Company on the
date of the Report, were not qualified or modified as to uncertainty, audit
scope or accounting principles.
During the Registrant's three most recent calendar years, and since
then, neither Mr. Friedman nor Jones, Jensen & Company has advised the Company
that any of the following exists or is applicable:
(1) That the internal controls necessary for the Company to
develop reliable financial statements do not exist, that
information has come to their attention that has lead them
to no longer be able to rely on management's representations
or that has made them unwilling to be associated with the
financial statements prepared by management;
(2) That the Company needs to expand significantly the scope of
its audit, or that information has come to their attention
that if further investigated may materially impact the
fairness or reliability of a previously issued audit report
or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Company's financial statements for the foregoing reasons
or any other reason; or
(3) That they have advised the Company that information has come
to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.
During the Company's three most recent calendar years and since
then, the Company has not consulted Jones Jenson & Company regarding the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements or any other financial presentation
whatsoever.
The Company has provided Mr. Friedman with a copy of the disclosure
provided under this caption of this Registration Statement, and has advised
him to provide the Company with a letter addressed to the Securities and
Exchange Commission as to whether he agrees or disagrees with the disclosures
made herein. A copy of its response is attached hereto and is incorporated
herein by this reference. See Item 15.
Item 15. Financial Statements and Exhibits
- -------------------------------------------
(a)
Jones Jenson & Company, LLC
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements for the period
January 15, 1999, and December 31, 1998
---------------------------------------
Independent Auditors' Report
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
Barry L. Friedman
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements for the years
ended December 31, 1998, 1997 and 1996
--------------------------------------
Independent Auditors' Report
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
(b) The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation dated June 6, 1995.
3.2 By-laws.
3.3 Certificate of Amendment increasing the authorized capital to
25,000,000 shares of common stock, par value $0.001, and effected
an 80 for one forward split of the outstanding common stock
(10/21/98).
3.4 Certificate of Amendment changing the name of the Company to
"Honor One Corporation" (10/29/98).
3.5 Certificate of Amendment effecting a three for one forward split
of the outstanding common stock (12/18/98).
3.6 Certificate of Amendment increasing the authorized capital to
100,000,000 shares of common stock, par value $0.001; 10,000,000
shares of preferred stock, par value $0.001; created a series of
2,000,000 shares of Class A Preferred Stock (see the caption "
Description of Securities," Item 11, for a description of the
rights, privileges and preferences of the Class A Preferred
Stock); and changed its name from "Honor One Corporation" to
"Alphatrade.com" (1/5/99).
4.1 Common Stock Purchase Warrant No. 1 of Emerald Marketing Ltd.
4.2 Common Stock Purchase Warrant No. 2 of Montblanc Enterprises
Limited.
10.1 Asset Purchase Agreement between the Company and
Unicorn, dated January 6, 1999.
10.2 1999 Stock Incentive Plan.
10.3 Written Compensation Agreement with International Resort
Properties Corp.
10.4 Promissory Note dated January 8, 1999.
10.5 Promissory Note dated February 18, 1999.
16 Letter of Barry L. Friedman, C.P.A., regarding change
Certifying Accountant.
27 Financial Data Schedule
99 News Release dated February 16, 1999.
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALPHATRADE.COM
Date: 3/25/99 By:/s/ Victor D. Cardenas
------------------------
Victor D. Cardenas, Director
and President
Date: 3/25/99 By:/s/ J. Michael Pinkney
------------------------
J. Michael Pinkney, Director
Secretary/Treasurer
Date: 3/25/99 By:/s/ Rafael DeNoyo
--------------------------
Rafael DeNoyo, Director
ARTICLES OF INCORPORATION
OF
SIERRA GOLD DEVELOPMENT CORP.
I. The name of this corporation is SIERRA GOLD DEVELOPMENT CORP.
II. The Resident Agent of this corporation for the transaction of
business, until changed according to law, shall be the following address:
Nevada Business Services
675 Fairview Dr. #246
Carson City, NV 89701
III. This corporation may engage in any lawful activity or
activities in Nevada and throughout the world.
IV. The total authorized capital stock of this corporation is
TWENTY-FIVE THOUSAND (25,000) SHARES each share having no par value. All of
the voting power of the capital stock of this corporation shall reside in the
Common Stock. No capital stock of this corporation shall be subject to
assessment and no holder of any share, or shares shall have preemptive rights
to subscribe to any or all issues of shares of other securities of this
corporation.
V. The directors, officers and stockholders of this corporation are
indemnified from any personal liability for damages including costs of
developing records, investigator fees and attorney fees, if any, for breach of
fiduciary duty or civil suit as a director or officer, but does not eliminate
or limit the liability for: (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or (b) the payment of
dividends; in violation of NRS 78.300.
VI. The members of the governing board of this corporation shall be
styled directors, and they shall be one in number until changed either by (1)
an amendment to the Articles of Incorporation of this corporation, or (2) the
adoption of By-Laws, and from time to time amendments thereto increasing or
decreasing the number of directors, but in no case shall the number of
directors be smaller than one or the number of stockholders, whichever shall
be the least. The name and address of the person who is appointed to act as
the first director of this corporation is as follows:
James Barry Somervail
3530 Skyline View Dr.
Reno, NV 89509
VII. This corporation is to have perpetual existence.
VIII. The name and address of the first incorporator of this
corporation
is as follows:
Mary Ann Dickens
675 Fairview Dr. #246
Carson City, NV 89701
The powers of the incorporator are to terminate upon filing of
these Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation of SIERRA GOLD DEVELOPMENT CORP. on this 17th day of
May, 1995.
/s/Mary Ann Dickens
Incorporator
STATE OF NEVADA
ss.
CARSON CITY
On this 17th day of May 1995, before me, Sheila Allen, a Notary Public
in and for said County and State, personally appeared Mary Ann Dickens, known
to me to be the person whose name is subscribed to the foregoing instrument,
and who duly acknowledged to me that she executed the same for the purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State, the day and year in this Certificate first above
written.
/s/Sheila Allen
Notary Public
BYLAWS
OF
HONOR ONE CORPORATION
(the "Corporation")
Article 1.
Office
The Board of Directors shall designate and the Corporation shall maintain a
principal office. The location of the principal office may be changed by the
Board of Directors. The Corporation also may have offices in such other places
as the Board may from time to time designate. The location of the initial
principal office of the Corporation shall be designated by resolution.
Article II.
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at
such place within or outside the State of Nevada as shall be set forth in
compliance with these Bylaws. The meeting shall be held on the 6th of June of
each year. If such day is a legal holiday, the meeting may be on the next
business day. This meeting shall be for the election of Directors and for the
transaction of such other business as may properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by statute, may
be called by the President upon written request of the holders of 50% or more
of the outstanding shares entitled to vote at such special meeting. Written
notice of such meeting stating the place, the date and hour of the meeting,
the purpose or purposes for which it is called, and the name of the person by
whom or at whose direction the meeting is called shall be given.
3. Notice of Shareholders Meetings
The Secretary shall give written notice stating the place, day, and hour of
the meeting, and in the case of a special meeting, the purpose or purposes for
which the meeting is called, which shall be delivered not less than ten or
more than fifty days before the date of the meeting, either personally or by
mail to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his address as it appears
on the books of the Corporation, with postage thereon prepaid. Attendance at
the meeting shall constitute a wavier of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or without the
State of Nevada, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting is otherwise
called, the place of meeting shall be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more than sixty
days prior to any meeting as the record date for the purpose of determining
shareholders entitled to notice of and to vote at such meetings of the
shareholders. The transfer books may be closed by the Board of Directors for a
stated period not to exceed fifty days for the purpose of determining
shareholders entitled to receive payment of any dividend, or in order to make
a determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At a meeting resumed
after any such adjournment at which a quorum shall be present or represented,
any business may be transacted, which might have been transacted at the
meeting as originally noticed.
7. Voting
A holder of an outstanding share, entitled to vote at a meeting, may vote at
such meeting in person or by proxy. Except as may otherwise be provided in the
currently filed Articles of incorporation, every shareholder shall be entitled
to one vote for each share standing in his name on the record of shareholders.
Except as herein or in the currently filed Articles of Incorporation otherwise
provided, all corporate action shall be determined by a majority of the vote's
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.
8. Proxies
At all meetings of shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid
after six months from the date of its execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by a majority of the shareholders entitled to vote with
respect to the subject matter thereof.
Article 111.
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may adopt such rules and regulations for he
conduct of their meetings and the management of the Corporation as they
appropriate under the circumstances. The Board shall have authority to
authorize changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number between one and
five, as the Directors may by resolution determine from time to time. Each of
the Directors shall hold office until the next annual meeting of shareholders
and until his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without other notice
than by this Bylaw, immediately after and, at the same place as the annual
meeting of shareholders. The Board of Directors may provide, by resolution,
the time and place for the holding of additional regular meetings without
other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order of the
Chairman of the Board or the President. The Secretary shall give notice of the
time, place and purpose or purposes of each special meeting by mailing the
same at least two days before the meeting or by telephone, telegraphing or
telecopying the same at least one day before the meeting to each Director.
Meeting of the Board of Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall constitute a quorum
for the transaction of business, but less than a quorum may adjourn any
meeting from time to time until a quorum shall be present, whereupon the
meeting may be held, as adjourned, without further notice. At any meeting at
which every Director shall be present, even though without any formal notice,
any business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall have one vote.
The act of a majority of Directors present at a meeting shall be the act of
the full Board of Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in the case of
death, resignation, or removal of any Director, or if the authorized number of
Directors is increased, or if the shareholders fail, at any meeting of the
shareholders, at which any Director is to be elected, to elect the full
authorized number of Director to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the shareholders holding
a majority of the shares outstanding and entitled to vote. Such vacancy shall
be filled by the Directors then in office, though less than a quorum, to hold
office until the next annual meeting or until his successor is duly elected
and qualified, except that any directorship to be filled by election by the
shareholders at the meeting at which the Director is removed. No reduction of
the authorized number of Directors shall have the effect of removing any
Director prior to the expiration of his term of office.
9. Resignation
A Director may resign at any time by delivering written notification thereof
to the President or Secretary of the Corporation. A resignation shall become
effective upon its acceptance by the Board of Directors; provided, however,
that if the Board of Directors has not acted thereon within ten days from the
date of its delivery, the resignation shall be deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action(s) taken unless his dissent shall be placed in
the minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
11. Compensation
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors or a
stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the Directors are
incapacitated or otherwise unable to attend the meetings and function as
Directors, the remaining members of the Board of Directors shall have all the
powers necessary to function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until such time as
all Directors can attend or vacancies can be filled pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a Chairman of the Board,
who shall preside at all meetings of the Board of Directors, and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors. The Chairman may by appointment fill any vacancies on the Board of
Directors.
Article IV.
Officers
1. Number
The Officers of the Corporation shall be a President, one or more Vice
Presidents, and a Secretary Treasurer, each of whom shall be elected by a
majority of the Board of Directors. Such other Officers and assistant Officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. In its discretion, the Board of Directors may leave unfilled for
any such period as it may determine any office except those of President and
Secretary. Any two or more offices may be held by the same person. Officers
may or may not be Directors or shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of Directors shall
be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If the
election of Officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Each Officer shall hold office until
his successor shall have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written resignation either
to the President or to the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an Officer or agent shall not of
itself create contract rights. Any such removal shall require a majority vote
of the Board of Directors, exclusive of the Officer in question if he is also
a Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or if a new office shall be created, may be
filled by the Board of Directors for the un-expired portion of the term.
6. President
The President shall be the chief executive and administrative Officer of the
Corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, at meetings of the Board of Directors.
He shall exercise such duties as customarily pertain to the office of
President and shall have general and active supervision over the property,
business, and affairs of the Corporation and over its several Officers,
agents, or employees other than those appointed by the Board of Directors. He
may sign, execute and deliver in the name of the Corporation powers of
attorney, contracts, bonds and other obligations, and shall perform such other
duties as may be prescribed from time to time by the Board of Directors or by
the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such duties as may be
assigned to him by the Board of Directors or the President. In the absence or
disability of the President, the Vice President designated by the Board or the
President shall perform the duties and exercise the powers of the President. A
Vice President may sign and execute contracts and other obligations pertaining
to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the stockholders and
of the Board of Directors and, to the extent ordered by the Board of Directors
or the President, the minutes of meetings of all committees. He shall cause
notice to be given of meetings of stockholders, of the Board of Directors, and
of any committee appointed by the Board. He shall have custody of the
corporate seal and general charge of the records, documents and papers of the
Corporation not pertaining to the performance of the duties vested in other
Officers, which shall at all reasonable times be open to the examination of
any Directors. He may sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Corporation and affix the
seal of the Corporation thereto. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and disbursement
of funds of the Corporation. He shall endorse on behalf of the Corporation for
collection checks, notes and other obligations, and shall deposit the same to
the credit accounts to any Director of the Corporation upon application at the
office of the Corporation during business hours; and, whenever required by the
Board of Directors or the President, shall render a statement of his accounts.
He shall perform such other duties as may be prescribed from time to time by
the Board of Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such powers as may be
assigned to them by the Board of Directors.
11. Salaries
The salaries or other compensation of the Officers of the Corporation shall
be fixed from time to time by the Board of Directors, except that the Board of
Directors may delegate to any person or group of persons the power to fix the
salaries or other compensation of any subordinate Officers or agents. No
Officer shall be prevented from receiving any such salary or compensation by
reason of the fact that he is also a Director of the Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or agent of the
Corporation shall execute to the Corporation a bond in such sums and with such
surety or sureties as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, moneys
or securities of the Corporation, which may come into his hands.
Article V.
Contracts, Loans, Checks And Deposits
1. Contracts
The Board of Directors may authorize any Officer or Officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the Corporation and such authority may be general or
confined to specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the Corporation, no
negotiable paper or other evidence of its obligation under any loan or advance
shall be issued in its name, and no property of the Corporation shall be
mortgaged, pledged, hypothecated or transferred as security for the payment of
any loan, advance, indebtedness or liability of the Corporation unless and
except as authorized by the Board of Directors. Any such authorization may be
general or confined to specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may select, or as may be
selected by an Officer or agent of the Corporation authorized to do so by the
Board of Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and evidence of
indebtedness of the Corporation shall be signed by such Officer or Officers or
such agent or agents of the Corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposits to the
credit of the Corporation in any of its duly authorized depositories shall be
made in such manner as the Board of Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in the form of an
appropriate legal writing, which shall be signed by the President or Vice
President and by the Treasurer or by the Secretary, and sealed with the seal
of the Corporation. The seal may be facsimile, engraved or printed. Where such
bond or debenture is authenticated with the manual signature of an authorized
Officer of the Corporation or other trustee designated by the indenture of
trust or other agreement under which such security is issued, the signature of
any of the Corporation's Officers named thereon may be facsimile. In case any
Officer who signed, or whose facsimile signature has been used on any such
bond or debenture, shall cease to be an Officer of the Corporation for any
reason before the same has been delivered by the Corporation, such bond or
debenture may nevertheless be adopted by the Corporation and issued and
delivered as though the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by certificates prepared
by the Board of Directors and signed by the President. The signatures of such
Officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or one of its employees. All certificates for shares shall
be consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer
shall be canceled except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on
the books of the Corporation shall be deemed by the Corporation to be the
owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of shall have the power to appoint one or more transfer
agents and registrars for the transfer and registration of certificates of
stock of any class, and may require that stock certificates shall be
countersigned and registered by one or more of such transfer agents and
registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any certificate
theretofore issued by it alleged to have been lost or destroyed. The Board of
Directors may require the owner of such a certificate or his legal
representative to give the Corporation a bond in such sum and with such
sureties as the Board of Directors may direct to indemnify the Corporation as
transfer agents and registrars, if any, against claims that may be made on
account of the issuance of such new certificates. A new certificate may be
issued without requiring any bond.
5. Consideration for Shares
The capital stock of the Corporation shall be issued for such consideration
as shall be fixed from time to time by the Board of Directors. In the absence
of fraud, the determination of the Board of Directors as to the value of any
property or services received in full or partial payment of shares shall be
conclusive.
6. Registered Shareholders
The Corporation shall be entitled to treat the holder of record of any share
or shares of stock as the holder thereof, in fact, and shall not be bound to
recognize any equitable or other claim to or on behalf of this Corporation to
any and all of the rights and powers incident to the ownership of such stock
at any such meeting, and shall have power and authority to execute and deliver
proxies and consents on behalf of this Corporation in connection with the
exercise by this Corporation of the rights and powers incident to the
ownership of such stock. The Board of Directors, from time to time, may confer
like powers upon any other person or persons.
Article VII.
Indemnification
No Officer or Director shall be personally liable for any obligations of the
Corporation or for any duties or obligations arising out of any acts or
conduct of said Officer or Director performed for or on behalf of the
Corporation. The Corporation shall and does hereby indemnify and hold harmless
each person and his heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and against any and
all claims, judgments and liabilities to which such persons shall become
subject by reason of his having heretofore or hereafter been a Director or
Officer of the Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by him as such
Director or Officer, and shall reimburse each such person for all legal and
other expenses reasonably incurred by him in connection with any such claim or
liability, including power to defend such persons from all suits or claims as
provided for under the provisions of the Nevada Revised Statutes; provided,
however, that no such persons shall be indemnified against, or be reimbursed
for, any expense incurred in connection with any claim or liability arising
out of his own negligence or willful misconduct. The rights accruing to any
person under the foregoing provisions of this section shall not exclude any
other right to which he may lawfully be entitled, nor shall anything herein
contained restrict the right of the Corporation to indemnify or reimburse such
person in any proper case, even though not specifically herein provided for.
The Corporation, its Directors, Officers, employees and agents shall be fully
protected in taking any action or making any payment, or in refusing so to do
in reliance upon the advice of counsel.
Article VIII.
Notice
Whenever any notice is required to be given to any shareholder or Director of
the Corporation under the provisions of the Articles of Incorporation, or
under the provisions of the Nevada Statutes, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance at any meeting shall constitute a waiver of notice of
such meetings, except where attendance is for the express purpose of objecting
to the holding of that meeting,
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws adopted by a
majority of the entire Board of Directors at any regular or special meeting.
Any Bylaw adopted by the Board may be repealed or changed by the action of the
shareholders.
Article X.
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the Board of Directors.
Article XI.
Dividends
The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation and the year of incorporation per sample affixed
hereto.
June 6, 1995
/s/J. B. Somervail
Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SIERRA GOLD DEVELOPMENT CORP.
The undersigned, being the Chairman and Secretary of Sierra Gold
Development Corp., a Nevada Corporation, hereby certify that by majority vote
of the Board of Directors and majority vote of the stockholders at a meeting
hold on 6th June 1997, it was voted that this CERTIFICATE AMENDING ARTICLES OF
INCORPORATION be filed.
The undersigned further certify that ARTICLES FOURTH of the original
Articles of Incorporation filed on the 6th day of June 1995 herein is amended
to read as follows:
RESOLVED that Article Fourth is hereby amended to read as follows:
The total number of authorized capital stock is increased to Twenty Five
million (25,000,000) shares at $.0001 par value per share shall be authorized.
Said shares at $.0001 par value may be issued by the corporation from time to
time for such consideration as may be fixed from tine to time by the Board of
Directors.
RESOLVED that the Corporation declare a 80 to I forward stock split to
be effective June 10, 1997,
The undersigned hereby certify that they have an this 6th June 1997
executed this Certificate Amending that original Articles of Incorporation
heretofore filed with the Secretary of State of Nevada.
/s/J. B. Somervail
President
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SIERRA GOLD DEVELOPMENT CORP.
The undersigned, being the President and the Secretary of Sierra Gold
Development Corp., a Nevada Corporation certify that by majority vote of the
Board of Directors and majority vote of the stockholders at a meeting held on
6th June 1998, it was voted and adopted a resolution to amend the original
Articles of Incorporation as follows:
The undersigned further certify that ARTICLE I of the original Articles of
Incorporation filed on the 6th day of June 1995 herein is amended to read as
follows:
ARTICLE I, NAME is amended to read:
The name of the Corporation shall be:
"Honor One Corporation".
The undersigned hereby certify that they have on this 6th June 1998 executed
this Certificate Amending that original Articles of Incorporation heretofore
filed with the Secretary of State of Nevada.
/s/J. B. Sovervail
President
/s/Maggie Abbott
Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
HONOR ONE CORPORATION
The undersigned, being the President and the Secretary of Honor One
Corporation, a Nevada Corporation, hereby certify that by majority vote of the
Board of Directors and shareholders at a meeting held on December 10, 1998, it
was voted and adopted a resolution to amend the original Articles of
Incorporation as follows:
The undersigned further certify that FOUR of the original Articles of
Incorporation filed on June 6, 1989 herein is amended to read as follows:
ARTICLE FOUR, CAPITAL STOCK is amended to read:
The Corporation declare a 3 shares for each 1 share forward stock split to be
effective December 18, 1998.
The undersigned hereby certify that they have on December 10, 1998 executed
this Certificate Amending that original Articles of Incorporation heretofore
filed with the Secretary of State of Nevada.
/s/J. B. Somervail
President
/s/Maggie Abbot
Secretary
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
HONOR ONE CORPORATION
The undersigned Secretary of Honor One Corporation, a Nevada corporation,
pursuant to the provisions of Section 78.385 and 78.390, of the Nevada
Revised Statutes, for the purpose of amending the Articles of Incorporation of
the said Corporation, do certify as follows:
That the Board of Directors of the said corporation, at a meeting duly
convened and held on the 4th day of January, 1999, adopted resolutions to
amend the Articles of Incorporation, as follows:
ARTICLE I shall be amended as follows:
The name of the corporation is AlphaTrade.com
ARTICLE IV shall be amended as follows:
The total authorized capital stock of this corporation is:
ONE HUNDRED MILLION (100,000,000) common shares each having a par value of
$0.001; and TEN MILLION (10,000,000) preferred shares each having a par
value of $0.001 of which TWO MILLION (2,000,000) shall be Class A preferred
shares with the following features:
each preferred share to convert into 5 underlying common shares at a
conversion price of $0.05 per common share; each holder of Class A preferred
shares shall be entitled to five (5) votes (which can be voted prior to
conversion) for every preferred share held to vote on any matters brought
before the shareholders of the Company; Class A preferred shares are
assignable. Class A preferred shares vest immediately to the holder upon
issuance and cannot be canceled.
The foregoing amendment to the Articles of Incorporation was duly adopted by
the shareholders of the Corporation at a Consent Meeting held January 4th,
1999, pursuant to Section 78.320 of the Nevada Revised Statute.
The number of shares of Common Stock of the Corporation outstanding and
entitled to vote on the foregoing amendments to the Articles of Incorporation
on January 4th, 1999 were 6,000,000 shares and the said amendments were
approved and consented to by 5,699,000 shares being voted in person or by
proxy, which represented more than a 95% majority of the issued and
outstanding shares of the Common Stock of the Corporation.
The undersigned Secretary of the Corporation hereby declares that the
foregoing Certificate of Amendment to Articles of Incorporation is true and
correct to the best of his knowledge and belief.
IN WITNESS WHEREOF, this certificate has been executed by the undersigned on
January 5th, 1999.
/s/ J. Michael Pinkney,
Vice-President/ Secretary
Director
ALPHATRADE.COM
COMMON STOCK PURCHASE WARRANT
No. 1 500,000 Shares
AlphaTrade.com., a Nevada corporation (the "Company"), certifies and
agrees that for value received, EMERALD MARKETING LTD. ("the Holder"), or its
assigns is entitled, subject to the terms and conditions of this Warrant, to
purchase from the Company at any time, or from time to time after January 8th,
1999, and before January 8th, 2001 fully paid and non-assessable shares of
common stock of the Company as follows: Up to January 8th, 2000 the warrant
conversion price will be $1.00 per share; thereafter any unconverted warrants
will be converted at a price of $1.25 per share up to and including January
8th, 2001 ("the Exercise Price).
Exercise of Warrant. The purchase rights of this Warrant shall be
exercised by the Holder surrendering this Warrant duly executed to the
Company, accompanied by payment of the purchase price of the common stock
being purchased. If less than all of the common stock is purchased and this
Warrant has not expired, the Company will execute and deliver to the Holder a
new Warrant showing the number of shares remaining on the Warrant. Within a
reasonable time, not to exceed ten (10) days, after the exercise of this
Warrant, the Company will issue in the name of the Holder, or as the Holder
may direct, a certificate or certificates representing the shares purchased.
Unless the shares are registered under State and Federal securities laws, or
valid exemptions exist, the Company may require that the certificate contain a
restrictive legend.
No fractional shares of common stock will be issued on the exercise of
this Warrant, but the Company shall pay a cash adjustment based on the market
price of the common stock on the date of exercise of the Warrant.
In no event may all or any part of the rights of this Warrant be
exercised before January 8th, 1999, nor after January 8th, 2001.
II
Negotiability. This Warrant may be assigned or transferred by the
Holder without prior consent or approval from the Company.
Until this Warrant is transferred the Company may treat the registered
Holder as absolute owner for all purposes without being affected by any notice
to the contrary.
This Warrant shall not be transferred except in compliance with all
applicable state and federal laws and regulations. The Company understands
that the Holder is acquiring the Warrant for investment purposes only, and has
no present intent to transfer all or any part of the Warrant. The Warrant may
not be transferred without the Holder obtaining an opinion of counsel
satisfactory to the Company stating that the transaction will not result in a
prohibitive transaction under the Federal and State securities laws. This
Warrant has not been registered under any securities laws.
III
Adjustment of Purchase Price; Reorganization, etc. In case the Company
shall subdivide or combine the outstanding shares of common stock, or declare
a dividend payable in common stock, the exercise price of this Warrant shall
be proportionately increased in the case of combination, or decreased in the
case of subdivision or dividend payable in common stock; each share of common
stock shall be changed to the number of shares determined by dividing the
Exercise Price by the exercise price as adjusted after the subdivision,
combination or dividend.
In case of any capital reorganization or reclassification of the shares
of common stock of the Company, or in case or any consolidation or merger of
the Company into another corporation, then provision shall be made so that the
Holder of the Warrant shall have the right to receive the kind and amount of
shares he would have been entitled to receive if immediately before the
reorganization, reclassification, consolidation or merger, he had held the
number of shares of common stock which were purchasable by this Warrant. In
any case, appropriate adjustment shall be made in the application of these
provisions as nearly as reasonably may be in relation to any shares of stock
deliverable on the exercise of this Warrant.
When any adjustment is made in the exercise price, the Company shall
determine the new exercise price, and (1) retain on file a statement
describing the method used to arrive at the adjusted price; and (2) mail a
copy to the Holder on request.
IV
Registration Rights. The Holder agrees that before making any
disposition of any common stock purchased by this Warrant, it will give
written notice to the Company describing the manner of such disposition, and
it will not make any disposition until (1) the Company has notified it that
registration is not required to such disposition, or (2) a registration of the
proposed disposition has been filed by the Company and has become effective.
The Company agrees that upon receipt of written notice from the Holder it will
use its best efforts, in consultation with Holder=s counsel, to ascertain
whether or not registration is required.
The Company also agrees that if, before one year from the effective date
of this Registration, if it will file a Registration Statement, it will notify
the Holder in writing at least 30 days before such filing and it will include
in the registration, at its expense, the stock issuable upon the Warrant to
the extent requested by the Holder. Any such request shall be for at least
5,000 of the shares represented by the Warrant. It is also agreed that the
right of the Holder to have the shares issued in a future registration may be
deferred for a reasonable period for reasonable cause; provided, however,
that a deferral shall automatically extend the right of the Holder to
participate in a future public offering, and that the deferral shall not
exceed six (6) months.
The Company shall furnish the Holder with a reasonable number of copies
of the prospectus included in the filing. The Company shall also take
necessary steps to include the shares in any other Blue Sky registration in
such jurisdictions as the Holder may reasonably request.
The Company and the Holder shall provide cross indemnification
agreements in customary scope covering the accuracy and completeness of the
information furnished by each in any registration.
The Holder agrees to cooperate fully with the Company in the preparation
and filing of any registration.
V
Notices. The Company shall mail to the registered Holder of the
Warrant, at its last post office address, not less than ten (10) days before
notice of the date: (1) a record determining the holders of common stock
entitled to dividends (other than cash dividends), or (2) a record determining
the holders of common stock entitled to notice of and to vote at a meeting of
stockholders at which any capital reorganization, reclassification,
consolidation, merger, dissolution, liquidation, winding up or sale shall be
considered or voted upon.
VI
Reservation of Common Stock. A number of shares of common stock
sufficient to provide for the exercise of the Warrant shall at all times be
reserved by the Company.
VII
Warrant Holder Not A Shareholder. The Holder shall not be entitled to
any rights as a shareholder of the Company, or any other rights not stated in
this Warrant.
VIII
Miscellaneous. Any reference to the issue or sale of shares of common
stock shall include any stock of any class of the Company except preferred
stock with a fixed limit on dividends and a fixed amount payable in the event
of any liquidation of the Company.
The Company will not, by amendment of its Articles of Incorporation or
through reorganization, consolidation, merger, dissolution or sale of assets,
or by any other voluntary act, avoid or seek to avoid the performance of any
of the covenants to be performed by the Company, but will in good faith assist
in the carrying out of the provisions of this Warrant, and in the taking of
all other action that may be necessary to protect the rights of the Holder
against dilution. This protection against dilution shall not include any
adjustments resulting from a decrease in the market price of the common stock
of the Company. This Warrant is binding on the Company, its successors and
assigns.
The representations, warranties and agreements shall survive the
exercise of this Warrant. References to the Holder shall include the holder
of shares purchased on exercise of the Warrant.
All shares of common stock issued on exercise of this Warrant shall be
validly issued, fully paid and non-assessable and the Company shall pay any
taxes assessed by the issue of the shares.
IN WITNESS WHEREOF, the Company has executed this Warrant this 8th day
of January, 1999.
ALPHATRADE.COM
Per:
/s/ J. Michael Pinkney
ALPHATRADE.COM
COMMON STOCK PURCHASE WARRANT
No. 2 500,000 Shares
AlphaTrade.com., a Nevada corporation (the "Company"), certifies and
agrees that for value received, MONTBLANC ENTERPRISES LIMITED ("the Holder"),
or its assigns is entitled, subject to the terms and conditions of this
Warrant, to purchase from the Company at any time, or from time to time after
January 8th, 1999, and before January 8th, 2001 fully paid and non-assessable
shares of common stock of the Company as follows: Up to January 8th, 2000 the
warrant conversion price will be $1.00 per share; thereafter any unconverted
warrants will be converted at a price of $1.25 per share up to and including
January 8th, 2001 ("the Exercise Price").
Exercise of Warrant. The purchase rights of this Warrant shall be
exercised by the Holder surrendering this Warrant duly executed to the
Company, accompanied by payment of the purchase price of the common stock
being purchased. If less than all of the common stock is purchased and this
Warrant has not expired, the Company will execute and deliver to the Holder a
new Warrant showing the number of shares remaining on the Warrant. Within a
reasonable time, not to exceed ten (10) days, after the exercise of this
Warrant, the Company will issue in the name of the Holder, or as the Holder
may direct, a certificate or certificates representing the shares purchased.
Unless the shares are registered under State and Federal securities laws, or
valid exemptions exist, the Company may require that the certificate contain a
restrictive legend.
No fractional shares of common stock will be issued on the exercise of
this Warrant, but the Company shall pay a cash adjustment based on the market
price of the common stock on the date of exercise of the Warrant.
In no event may all or any part of the rights of this Warrant be
exercised before January 8th, 1999, nor after January 8th, 2001.
II
Negotiability. This Warrant may be assigned or transferred by the
Holder without prior consent or approval from the Company.
Until this Warrant is transferred the Company may treat the registered
Holder as absolute owner for all purposes without being affected by any notice
to the contrary.
This Warrant shall not be transferred except in compliance with all
applicable state and federal laws and regulations. The Company understands
that the Holder is acquiring the Warrant for investment purposes only, and has
no present intent to transfer all or any part of the Warrant. The Warrant may
not be transferred without the Holder obtaining an opinion of counsel
satisfactory to the Company stating that the transaction will not result in a
prohibitive transaction under the Federal and State securities laws. This
Warrant has not been registered under any securities laws.
III
Adjustment of Purchase Price; Reorganization, etc. In case the Company
shall subdivide or combine the outstanding shares of common stock, or declare
a dividend payable in common stock, the exercise price of this Warrant shall
be proportionately increased in the case of combination, or decreased in the
case of subdivision or dividend payable in common stock; each share of common
stock shall be changed to the number of shares determined by dividing the
Exercise Price by the exercise price as adjusted after the subdivision,
combination or dividend.
In case of any capital reorganization or reclassification of the shares
of common stock of the Company, or in case or any consolidation or merger of
the Company into another corporation, then provision shall be made so that the
Holder of the Warrant shall have the right to receive the kind and amount of
shares he would have been entitled to receive if immediately before the
reorganization, reclassification, consolidation or merger, he had held the
number of shares of common stock which were purchasable by this Warrant. In
any case, appropriate adjustment shall be made in the application of these
provisions as nearly as reasonably may be in relation to any shares of stock
deliverable on the exercise of this Warrant.
When any adjustment is made in the exercise price, the Company shall
determine the new exercise price, and (1) retain on file a statement
describing the method used to arrive at the adjusted price; and (2) mail a
copy to the Holder on request.
IV
Registration Rights. The Holder agrees that before making any
disposition of any common stock purchased by this Warrant, it will give
written notice to the Company describing the manner of such disposition, and
it will not make any disposition until (1) the Company has notified it that
registration is not required to such disposition, or (2) a registration of the
proposed disposition has been filed by the Company and has become effective.
The Company agrees that upon receipt of written notice from the Holder it will
use its best efforts, in consultation with Holder=s counsel, to ascertain
whether or not registration is required.
The Company also agrees that if, before one year from the effective date
of this Registration, if it will file a Registration Statement, it will notify
the Holder in writing at least 30 days before such filing and it will include
in the registration, at its expense, the stock issuable upon the Warrant to
the extent requested by the Holder. Any such request shall be for at least
5,000 of the shares represented by the Warrant. It is also agreed that the
right of the Holder to have the shares issued in a future registration may be
deferred for a reasonable period for reasonable cause; provided, however,
that a deferral shall automatically extend the right of the Holder to
participate in a future public offering, and that the deferral shall not
exceed six (6) months.
The Company shall furnish the Holder with a reasonable number of copies
of the prospectus included in the filing. The Company shall also take
necessary steps to include the shares in any other Blue Sky registration in
such jurisdictions as the Holder may reasonably request.
The Company and the Holder shall provide cross indemnification
agreements in customary scope covering the accuracy and completeness of the
information furnished by each in any registration.
The Holder agrees to cooperate fully with the Company in the preparation
and filing of any registration.
V
Notices. The Company shall mail to the registered Holder of the
Warrant, at its last post office address, not less than ten (10) days before
notice of the date: (1) a record determining the holders of common stock
entitled to dividends (other than cash dividends), or (2) a record determining
the holders of common stock entitled to notice of and to vote at a meeting of
stockholders at which any capital reorganization, reclassification,
consolidation, merger, dissolution, liquidation, winding up or sale shall be
considered or voted upon.
VI
Reservation of Common Stock. A number of shares of common stock
sufficient to provide for the exercise of the Warrant shall at all times be
reserved by the Company.
VII
Warrant Holder Not A Shareholder. The Holder shall not be entitled to
any rights as a shareholder of the Company, or any other rights not stated in
this Warrant.
VIII
Miscellaneous. Any reference to the issue or sale of shares of common
stock shall include any stock of any class of the Company except preferred
stock with a fixed limit on dividends and a fixed amount payable in the event
of any liquidation of the Company.
The Company will not, by amendment of its Articles of Incorporation or
through reorganization, consolidation, merger, dissolution or sale of assets,
or by any other voluntary act, avoid or seek to avoid the performance of any
of the covenants to be performed by the Company, but will in good faith assist
in the carrying out of the provisions of this Warrant, and in the taking of
all other action that may be necessary to protect the rights of the Holder
against dilution. This protection against dilution shall not include any
adjustments resulting from a decrease in the market price of the common stock
of the Company. This Warrant is binding on the Company, its successors and
assigns.
The representations, warranties and agreements shall survive the
exercise of this Warrant. References to the Holder shall include the holder
of shares purchased on exercise of the Warrant.
All shares of common stock issued on exercise of this Warrant shall be
validly issued, fully paid and non-assessable and the Company shall pay any
taxes assessed by the issue of the shares.
IN WITNESS WHEREOF, the Company has executed this Warrant this 8th day
of January, 1999.
ALPHATRADE.COM
Per:
/s/ J. Michael Pinkney
ASSET PURCHASE AGREEMENT JANUARY 6, 1999
Between:
Unicorn Trade & Commerce (Europe) Ltd., a company incorporated
pursuant to the laws of Ireland and having an office at 20
Clanwilliam Terrace, Dublin 2, Ireland
(the Vendor )
AND:
AlphaTrade.com, a company incorporated pursuant to the laws of
the state of Nevada and having an office at 290, 1111 West
Hastings Street, Vancouver, British Columbia V6E 2J3
(the Purchaser )
Whereas the Vendor has a 100% ownership interest in certain
Software (hereinafter defined) known as Software , which certain source
codes are contained in an electronic data storage device, in which it
holds copyright and other rights, title and interest which it wishes to
sell to the Purchaser and the Purchaser wishes to buy.
Now therefore this agreement witnesses that in consideration
of the premises and the mutual agreements and covenants herein contained
(the receipt and sufficiency of which is acknowledged by each party) the
parties hereby covenant and agree as follows:
1. DEFINITIONS
1.1 The terms defined in this section shall have the following
meanings for the purposes of this Agreement:
(a) Closing Date means a date agreed to in writing by the parties
hereto, but in any event, no later than January 15, 1999;
(b) Computer Program shall mean an ordered series of instructions or
statement, in any form, for controlling the operation of a
data processor to execute a process to be performed on date;
(c) Confidential Information means all information (including, without
limitation, Software, trade secrets, know-how, specifications,
analyses, formulas, drawings, data, reports, patterns,
devices, plans, processes, methodologies or compilations) and
any other documentation, whether written, graphic or stored
electronically or magnetically, belonging to either party
which may not be generally known;
(d) Documentation shall mean any and all systems manuals, programmed
manuals, test and diagnostic information, maintenance
information, programmed listings, flow charts, application
manuals, user manuals, operating manuals and operating
procedures, technical specifications for the design,
performance, operation test and maintenance of the Software
used or useful in or relating to the design, use, maintenance,
or marketing of the Software whether in writing,
electromagnetic recording, computer-stored information, data
in machine-readable form or any other form and shall include
any and all contracts and mutual confidentiality and non-
disclosure agreements with any and all third parties relating
to the Software;
(e) Software shall mean the Computer programs and data files known as
WebSprite and the Web Enabling Software (detailed in
attached Appendix) contained as source code and programming
files on an electronic data storage device. WebSprite is a
computer program which allows the automatic retrieval of
information from data sources and web sites on the Internet ,
as it may be updated from time to time. Web Enabling
Software is a series of computer programs, active X
components and data bases which permit access and structural
connectivity to the Reuters Triarch 2000 datafeed and provide
for the subsequent retrieval and display of said information
in a browser based environment. Software shall include this
aforementioned products that the Vendor asserts any right,
title or interest of any nature whatsoever, including
copyright, patent rights, trademark or trade name rights,
trade secrets, or any other industrial or intellectual
property right whatsoever, and shall include all data, object
codes, source codes and/or executable code in machine readable
form or human readable form with interpretive comments, all
related technology and know-how, all improvements, upgrades,
corrections, modifications, alteration, revisions, updates,
extensions and/or enhancements completed or in progress and
any and all Documentation relating thereto;
2. PURCHASE AND SALE
2.1 Subject to the terms and conditions hereof, the Vendor agrees
to sell and the Purchaser agrees to purchase all of the
Vendor's rights, title and interest of any nature whatsoever
including any and all patents, copyrights, and trade secrets
in the Software free and clear of all encumbrances and
liabilities.
2.2 The Purchaser shall assume no liabilities nor shall it become
liable for any liabilities of the Vendor or its business
undertaking and the Vendor shall pay, satisfy, assume,
discharge, observe, perform, fulfill and indemnify and save
harmless the Purchaser from and against any such liabilities.
3. PURCHASE PRICE
3.1 The Parties agree that the Software has a purchase price of 4
million restricted and unregistered shares (the Purchase
Price ).
3.2 The Purchase Price will be paid no later than the 15th of
January 1999.
4. SHARE RESTRICTIONS
4.1 The Vendor acknowledges that the AlphaTrade shares to be
issued hereunder are issued pursuant to Rule 144 of the
Securities and Exchange Commission and as such are subject to
certain selling restrictions. The Vendor agrees not to resell
the AlphaTrade shares otherwise than in accordance with
application securities legislation. The Vendor agrees to
execute all documents and make such filings as may be required
on the part of the Vendor under applicable securities
legislation.
5. VENDOR'S REPRESENTATIONS AND WARRANTIES
5.1 The Vendor represents and warrants to the Purchaser that:
(a) The Vendor is duly incorporated and validly exists under the laws of
Ireland and is in good standing with respect to all statutory
filings required by the applicable corporate and securities
laws of Ireland;
(b) The Vendor has good and sufficient corporate capacity, power and
authority to enter into this Agreement on the terms and
conditions herein set forth, to complete the transactions
contemplated hereby and to duly observe and perform all of its
covenants and obligations in accordance with the Agreement and
all necessary action has been taken by or on the part of the
Vendor to authorize the execution and delivery of the
Agreement;
(c) The Vendor is not resident in Canada, does not carry on business in
Canada and is not a registrant for the purposes of collecting
goods and services tax;
(d) The completion of the transactions contemplated hereby will not
result in any fees, duties, taxes, assessments or other
amounts relating to the Software becoming due or payable;
(e) The Vendor is the sole and exclusive owner of the entire right,
title, and interest in and to, and has the sole and exclusive
right to use, free and clear of any payment obligation or
other encumbrances or liabilities, all intellectual property
relating to the Software, whether registered or not, which
registrations are in good standing, valid, subsisting and in
full force and effect in accordance with their terms;
(f) The Software is legally and beneficially owned by the Vendor and the
Vendor has good and marketable title thereto free and clear of
all encumbrances and liabilities and the Software is in the
Vendor s possession;
(g) The Vendor has full knowledge of the purpose for which the Purchaser
intends to use the Software and that the Software is free and
clear of any and all defects which may adversely affect the
purpose for which the Purchaser intends to use the Software;
(h) The Agreement has been duly executed and delivered by the Vendor and
constitutes a legal, valid and binding obligation of the
Vendor, enforceable against it in accordance with its terms
subject to applicable bankruptcy, insolvency and other similar
laws affecting creditors rights generally and except that the
remedies of specific performance, injunctive relief or other
equitable remedies may not be available in any particular
instance;
(i) The performance of this Agreement will not be in violation of the
incorporating documents of the Vendor, any law, judgement,
rule, or regulation to which the Vendor, its assets or the
Software are subject or of any agreement to which the Vendor
is a party and will not result in the creation or imposition
of any lien, encumbrance or restriction of any nature
whatsoever in favor of a third party upon or against the
Software;
(j) The use of the Software by the Vendor does not infringe or otherwise
violate any rights of any person or entity, and there is no
pending or, to the knowledge of the Vendor, threatened claim
alleging any such infringement or violation, or alleging any
defect in or invalidity, misuse or unenforceability of, or
challenging the ownership or use of the Vendor s rights with
respect to the Software.
5.2 The representations and warranties of the Vendor contained in
this Agreement or any certificates or documents delivered
pursuant to the provisions hereof or in connection with the
transactions contemplated hereby will be true at and as of the
Closing Date as though such representations and warranties
were made at and as of such time. Notwithstanding any
investigations or enquiries made by the Purchaser prior to the
Closing Date or the waiver of any condition by the Purchaser,
the presentations and warranties of the Vendor will survive
the Closing Date and notwithstanding the closing of the
purchase and sale herein provided for, will continue in full
force and effect for the benefit of the Purchaser for a period
of three years after the Closing Date, except for those
representations and warranties relating to tax liability which
will continue for a period of six years after the Closing
Date.
5.3 In the event that any of the said representations and
warranties are found to be incorrect and such incorrectness
results in any loss or damage sustained directly or indirectly
by the Purchaser then the Vendor will pay the amount of such
loss or damage to the Purchaser within 30 days of receiving
notice thereof provided that the Purchaser will not be
entitled to make any claim unless the loss or damage suffered
will exceed the amount of $1,000.
6. PURCHASER'S REPRESENTATIONS AND WARRANTIES
6.1 The Purchaser represents and warrants to the Vendor that:
(a) The Purchaser is duly incorporated and validly exists under the laws
of the State of Nevada and is in good standing;
(b) On the Closing Date, 4 million shares will be issued as fully paid
and non-assessable;
(c) The Purchaser has the corporate power to own the assets owned by it
and to carry on the business carried on by it and is licensed
to carry on business in all places where it conducts business;
(d) The Purchaser has good and sufficient corporate capacity, power and
authority to enter into this Agreement on the terms and
conditions herein set forth, to complete the transactions
contemplated hereby and to duly observe and perform all of its
covenants and obligations in accordance with this Agreement
and all necessary action has been taken by or on the part of
the Purchaser to authorize the execution and delivery of this
Agreement;
(e) The performance of this Agreement will not be in violation of the
incorporating documents of the Purchaser or of any agreement
to which the Purchaser is a party and will not give any person
or company any right to terminate or cancel any agreement or
any right enjoyed by the Purchaser and will not result in the
creation or imposition of any lien, encumbrance or restriction
of any nature whatsoever in favor of a third party upon or
against the assets of the Purchaser;
(f) There are no actions, suits, proceedings, investigations,
complaints, orders, directives or notices of defect or non-
compliance by or before the courts, administrative tribunal,
arbitrator or governmental authority issued, pending or, to
the knowledge of the Purchaser, threatened against or
affecting the Purchaser, its business or its assets (including
proceedings or actions by any taxation authority) which, if
successful, could have a materially adverse effect on the
business of the Purchaser.
6.2 The representations and warranties of the Purchaser contained
in this Agreement or any certificates or documents delivered
pursuant to the provisions hereof or in connection with the
transactions contemplated hereby will be true at and as of the
Closing Date as though such representations and warranties
were made at and as of such time. Notwithstanding any
investigations or enquiries made by the Vendor prior to
closing or the waiver of any condition by the Vendor, the
representations and warranties of the Purchaser will survive
the Closing Date and notwithstanding the closing herein
provided for, will continue in full force and effect for the
benefit of the Vendor for a period of three years after the
Closing Date, except for those representations and warranties
relating to tax liability which will continue for a period of
six years after closing.
6.3 In the event that any of the said representations and
warranties are found to be incorrect and such incorrectness
results in any loss or damage sustained directly or indirectly
by the Vendor, then the Purchaser will pay the amount of such
loss or damage to the Vendor within 30 days of receiving
notice thereof provided that the Vendor will not be entitled
to make any claim unless the loss or damage suffered will
exceed the amount of $1,000.
7. CONDITIONS PRECEDENT
7.1 All obligations of the Vendor under this Agreement are further
subject to the Purchaser delivering or causing to be
delivered, on the Closing Date,
(a) To the Vendor:
(i) a copy of the resolutions of the Directors of the Purchaser
authorizing the form, execution and delivery of this
Agreement and the completion of the transactions
contemplated in this Agreement
(ii) a copy of the resolution of the Directors of the Purchaser
authorizing the issue of 4 million restricted and
unregistered shares to the Vendor.
7.3 The conditions set forth in paragraph 7.2 of this Agreement are for
the exclusive benefit of the Vendor and the Vendor may waive the
conditions in whole or in part by delivering to the purchaser at or before
the time of closing a written waiver to that effect stated to be made
pursuant to this subsection and executed by the Vendor.
7.4 All obligations of the Purchaser under this Agreement are further
subject to:
(a) all consents and approvals required to be obtained by the Vendor for
the purpose of selling, assigning or transferring the Software
having been obtained;
(b) no material loss or damage having occurred to the Software since the
date of this Agreement;
(c) the Vendor delivering or causing to be delivered to the Purchaser on
the Closing Date:
(i) a copy of the resolution of the Directors of the Vendor
authorizing the sale of the Software to the Purchaser;
(ii) a copy of the resolution of the Directors of the Vendor
authorizing the form, execution and delivery of this
Agreement and the transactions contemplated herein;
(iii)the Software.
7.5 The conditions set forth in paragraph 7.4 of this Agreement are for
the exclusive benefit of the Purchaser and the Purchaser may waive
the conditions in whole or in part by delivering to the Vendor, at
or before the time of closing, a written waiver to that effect
stated to be made pursuant to this subsection and executed by the
Purchaser.
8 CLOSING
8.1 The sale of the Software and the issuance of the AlphaTrade shares
will be closed at the offices of AlphaTrade.com, #290, 1111 W.
Hastings Street, Vancouver, British Columbia on the Closing Date
following the satisfaction of the conditions precedent set out in
Part 7 of this Agreement.
9 GENERAL
9.1 Time is of the essence in this Agreement.
9.2 The terms and provisions herein contained constitute the entire
agreement between the parties and supersede all previous oral or
written communications.
9.3 This Agreement will be governed by, construed and enforced in
accordance with the laws of the State of Nevada in the United
States.
9.4 References to dollar amounts in this Agreements means United States.
9.5 This Agreement and each of its terms and provisions will enure to
the benefit of and be binding upon the parties to this Agreement and
their respective heirs, executors, administrators, personal
representatives, successors and assigns.
9.6 If any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect in any
jurisdiction, the validity, legality and enforceability of such
provisions or provisions will not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein will not
in any way be affected or impaired thereby, unless in either case as
a result of such determination this Agreement would fail in its
essential purpose.
9.7 This Agreement is not transferable or assignable without the written
consent of the other parties.
9.8 Any notices under this Agreement must be:
(a) in writing,
(b) delivered, telecopied or mailed by prepaid post, and
(c) addressed to the party to which notice is to be given at the address
for such party indicated herein or at another address designed
by such party in writing.
9.9 Notices shall be addressed as follows:
(a) if to the Purchaser:
#290, 1111 West Hastings Street
Vancouver, British Columbia V6E 2J3
Attention: President
Facsimile: (604) 681-7710
(b) if to the Vendor:
20 Clanwilliam Terrace
Dublin 2, Ireland
Attention: President
Facsimile: 353 224 287
9.10 This Agreement may be executed in as many counterparts as may be
necessary or by facsimile and each of the facsimile or counterpart
so executed shall be deemed to be an original and such counterparts
together shall constitute one and the same instrument and
notwithstanding the date of execution shall be deemed to bear the
date as set out on the first page of this Agreement.
AlphaTrade.com Unicorn Trade & Commerce (Europe) Ltd.
Per: Per:
/s/ J. Michael Pinkney /s/ Katharine Johnston
----------------------- -----------------------
Authorized Signatory Authorized Signatory
ALPHATRADE.COM
1999 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of the 1999 Stock Incentive Plan (the "Plan") is to
advance the interests of AlphaTrade.com a Nevada corporation (the "Company"),
and its shareholders by awarding equity based, long-term incentives which
will enable the Company to attract and retain key employees, officers, and
directors, who are and will be largely responsible for the future growth and
success of the Company and to compensate others who provide personal services
of substantial benefit or value to the Company. It is intended that this
purpose will be effected through the granting of Options and Restricted Stock
(as defined herein) in accordance with the terms of the Plan.
2. DEFINITIONS. In addition to other capitalized terms which are defined in
the Plan, the following terms shall have the following definitions:
2.1 "Board" - the Board of Directors of the Company.
2.2 "Officer" - the Chief Executive Officer, President or a Vice-President
of the Company.
2.3 "Change of Control"- (a) an acquisition of the Company by means of a
merger or consolidation of the Company with or into another corporation or
a purchase of substantially all of the Company's assets, following which a
majority of the Board of Directors of the successor or acquiring corporation
is not comprised of individuals who constituted a majority of the Company's
Board immediately prior to the merger, consolidation or purchase of assets,
or (b) a change in the composition of a majority of the members of the
Company's Board effected by the vote of a person who has acquired a number
of voting securities of the Company sufficient to elect a majority of the
Board as used in this definition, the term "person" shall include two or more
persons acting as a partnership, limited partnership, syndicate or other
group for the purpose of acquiring, holding or disposing of the voting
securities of the Company.
2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.5 "Common Stock" - the Company's $0.001 par value Common Stock.
2.6 "Consultant" shall mean a consultant, independent contractor or other
person or entity who or which has been engaged to provide advisory,
professional or other personal services to the Company or a Subsidiary
pursuant to a written agreement approved by the Board.
2.7 "Date of Grant" shall mean the date on which the Board grants an Option
or awards Restricted Stock under the Plan.
2.8 "Disability" shall mean the inability, as determined by the Board based
on advice of a licensed physician, of a Participant to engage in any
substantial gainful employment by reason of any medically determinable
physical or mental impairment which can reasonably be expected to result in
death or which has lasted or can be expected to last for a continuous period
of not less than 12 months.
2.9 "Employee" shall mean an employee of the Company or any Subsidiary.
2.10 "Exchange Act" shall mean the Securities Exchange Act of 1934.
2.11 "Fair Market Value" shall mean the fair market value of a share of
Common Stock, determined as follows: (a) if the Common Stock is traded on a
stock exchange or in the NASDAQ National Market System ("NASDAQ/NMS"), the
fair market value of a share on a particular date shall be the quoted selling
price per share of Common Stock on such exchange or NASDAQ/NMS on that date;
(b) if Common Stock is otherwise traded in the over-the-counter market, the
fair market value of a share of Common Stock on a particular date shall be
the mean between the closing bid and asked quotations per share of the Common
Stock on that date; or (c) if Common Stock is not traded on a stock exchange,
NASDAQ/NMS or in the over-the-counter market or, if traded, there are no
transactions on that date, the fair market value shall be determined in good
faith by the Board by applying the rules and principles of valuation set
forth in Section 20.2031-2 of the Treasury Regulations (relating to the
valuation of stocks and bonds for purposes of Code Section 2031).
2.12 "Grant Amount" - the number of shares of Restricted Stock granted to a
Participant under the Plan at the time such Restricted Stock is first issued
by the Company.
2.13 "Incentive Stock Option" shall mean an Option which is intended to
qualify as an "incentive stock option" within the meaning of Code Section
422, and any questions which may arise hereunder regarding such Incentive
Stock Options should be answered consistent with such intention so as to
qualify pursuant to Code Section 422.
2.14 "Nonqualified Stock Option" shall mean an option which is not intended
to qualify as an Incentive Stock Option.
2.15 "Option" shall mean an option to purchase shares of Common Stock granted
under the Plan, which may be either an Incentive Stock Option or a
Nonqualified Option.
2.16 "Option Amount" shall mean the number of shares subject to an Option
granted to an Optionee under the Plan.
2.17 "Option Price" shall mean the purchase price per share of Common Stock
as determined in accordance with the provisions of Section 10 hereof.
2.18 "Participant" shall mean an officer, director, Employee or Consultant
of the Company or a Subsidiary to whom an Option or Restricted Stock is
granted under this Plan.
2.19 "Performance Objectives" shall mean the performance objectives for each
grant of Restricted Stock under the Plan that must be achieved in order for
some or all of such Restricted Stock to become Vested, as determined by the
Board at or before the Date of Grant. Such performance objectives may be
expressed in terms of (a) the lapse of time during which a Participant
remains employed by, or in the service of the Company, (b) any quantifiable,
financial, technical, economic or operational performance criteria for the
Company, any Subsidiary or any business unit, division or function within the
Company or any Subsidiary, including, but not limited to, cash flow, earnings
per share, capital formation, expenses, gross or net margin, increase in stock
price, inventory turnover, market share, net income (before or after taxes),
net operating income, personal management objectives, return on assets, return
on equity, return on investment return on sales, revenue and total
stockholder return, or (c) any combination of some or all of the foregoing.
2.20 "Reorganization" shall mean a sale or transfer of all or substantially
all the Company's assets, a merger, reorganization, or consolidation of the
Company with another corporation in which the Company is not the surviving
corporation, or liquidation or dissolution of the Company.
2.21 "Restricted Stock" shall mean shares of Common Stock granted through any
Restricted Stock Award under the Plan which remain outstanding and as to
which Restrictions have not expired or otherwise been removed in accordance
with the terms of this Plan.
2.22 "Restricted Stock Award" or "Award" shall mean any grant of Restricted
Stock made to a Participant under the Plan.
2.23 "Restrictions" shall mean the restrictions imposed on the sale,
transfer, assignment or other disposition of Common Stock as set forth in
Section 7 hereof.
2.24 "Retirement" shall mean a Participant's voluntary termination of
employment by delivery of formal written notice thereof to the Company at any
time after he or she has reached sixty (60) years of age and shall have
accrued fifteen (15) years of service as an employee of the Company
(including its present or former Subsidiaries).
2.25 "Subsidiary" shall mean any corporation of which not less than fifty-one
percent (51%) of the shares of the voting stock (representing the right,
other than as affected by events of default, to vote for the election of
directors or other managing authority) are now, or hereafter during the term
of this Plan, owned or controlled directly or indirectly by the Company.
2.26 "Termination for Cause" shall mean any involuntary termination of a
Participant's employment by the Company or any Subsidiary if the termination
is a result of or in connection with such Participant's (a) engaging in any
business that is competitive with that of the Company while an Employee, (b)
committing any material act of dishonesty, including but not necessarily
limited to theft or embezzlement of funds or property of the Company, or
perpetrating a fraud on or affecting the Company, (c) engaging in any gross
negligence or willful misconduct with respect to his or her duties and
responsibilities as an Employee or acts in any other way that has a direct,
substantial and adverse effect on the Company's reputation, including but not
necessarily limited to willful or grossly negligent disregard for the
Company's obligation to comply with laws, regulations and the like applicable
to the Company, its properties, assets or business, or (d) conviction of a
felony.
2.27 "Vesting" or "Vested" shall mean the removal of Restrictions as to any
Restricted Stock awarded under the Plan.
2.28 "Vesting Date" shall mean the date on which Vesting shall be determined
as set by the Board.
3. SHARES SUBJECT TO THE PLAN.
3.1 The shares reserved for issuance as Restricted Stock and as shares which
may be issued pursuant to Options under the Plan shall not exceed 1,200,000
shares of Common Stock, subject to adjustment by the Board or as provided in
Section 3.2 hereof.
3.2 In the event of changes in the outstanding shares of Common Stock by
reason of stock dividends, recapitalization, split-ups, combination, merger
(including reincorporation effected by means of a merger), reclassification,
or exchange, of shares, and the like, appropriate adjustments shall be made
by the Board in the number and kind of Options and Restricted Stock which may
be issued, including adjustments of the limitations set forth in Section 3.1
on the maximum number of and kind of shares which may be issued as Options
or Restricted Stock,
3.3 Any shares of Restricted Stock forfeited to the Company pursuant to the
terms of this Plan may, subsequently, be reissued as Restricted Stock
hereunder.
3.4 Any shares of Option Stock forfeited to the Company pursuant to the terms
of this Plan may, subsequently, be reissued as Option Stock hereunder.
4. EFFECTIVE DATE. The Plan has been adopted by the Board as of January 6th,
1999 (the "Effective Date").
5. ADMINISTRATION. Grants of Options and Restricted Stock Awards and other
determinations under the Plan shall be made by the Board.
6. ISSUANCE OF RESTRICTED STOCK, DETERMINATION OF PERFORMANCE OBJECTIVES AND
ACHIEVEMENT OF PERFORMANCE OBJECTIVES.
6.1 The Board may, from time to time:
A. determine the Participants, if any, to whom Restricted Stock Awards
are to be issued, and the terms and provisions thereof including Vesting;
B. establish the Grant Amount, if any, to be awarded to each such
Participant and determine that the value to the Company of the past services
of such Participant is at least equal to the aggregate par value of the Grant
Amount;
C. establish Performance Objectives; and
D. determine whether and to what extent if any, the Performance
Objectives for any previously awarded Restricted Stock, if any, have been
achieved and, on the basis of such determination, establish the portion, if
any, of a Grant Amount that is to be Vested.
6.2 Performance Objectives may not be changed, altered or adjusted, provided,
however, that the Board may make such charges as it deems appropriate to
reflect the effects on the performance of the Company of an acquisition of
a company or business, the divestiture of a subsidiary or division or other
transactions or events outside the ordinary course of business which for
financial reporting purposes are as determined in accordance with Generally
Accepted Accounting Principles.
6.3 Upon a determination in accordance with Section 6.1 D hereof, that any
Restricted Stock is to be Vested, the removal of such Restrictions shall be
effective with respect to such Grant Amount, or portion thereof, as of the
Vesting Date.
6.4 Participants to whom Restricted Stock Awards are made under the Plan
shall not be required to make any monetary payment to the Company. However,
all such Awards shall be subject to the Restrictions and all certificates
representing Restricted Stock shall be issued with a restrictive legend,
stamped, imprinted or otherwise inscribed thereon, referencing such
Restrictions. All share certificates representing such Restricted Stock shall
be registered in the name of the Participant to whom the Restricted Stock is
issued and may in accordance with instructions established by the Board, be
delivered to the Company's Secretary or such other person as the Company may
appoint to retain physical custody until the Restrictions imposed thereon
have expired or shall have been removed.
7. RESTRICTIONS. No shares issued as Restricted Stock Awards hereunder may
be sold, assigned, transferred, pledged, hypothecated, or encumbered either
voluntarily or involuntarily until the Vesting of the Restricted Stock in
accordance with the terms of the Plan.
8. EXPIRATION AND REMOVAL OF RESTRICTIONS.
8.1 All Restrictions shall expire and terminate at such time and upon such
conditions as determined by the Board as provided for herein. Any shares for
which the Restrictions have not expired or been removed within ten (10) years
from the date of Grant, shall be subject to call by the Board. In such case
at any time after said ten (10) year period and at which time said shares
have not vested, upon thirty (30) days written notice to the Participant the
shares shall be returned to the Company and the Participant shall have no
further rights in connection therewith.
8.2 If a Participant's employment is terminated voluntarily or involuntarily
(except for death, Disability, Retirement, the events referred to in Sections
8.3 through 8.5 hereof, or in connection with a Reorganization in which the
Participant becomes employed by a successor corporation or business entity)
all Restricted Stock held by him shall immediately and automatically be
forfeited to the Company and Participant shall thereupon have no further
right, title or interest in such Restricted Stock; provided, however, that
any Restricted Stock that has Vested shall not be forfeited.
8.3 If a Participant's employment with the Company is terminated as a result
of death or Disability, all Restricted Stock shall be Vested as of the date
of death or, in the case of Disability, as of the date of the determination
of such Disability by the Board.
8.4 In the case of termination of employment for Retirement a pro rata
portion of the shares of Restricted Stock held by the retiring Participant,
less the number of shares which have previously Vested, will be Vested
immediately, calculated on the basis of a five year vesting schedule
beginning on the Date of Grant and ending on the effective date of such
Retirement. For example, if a Participant retires two years after the Date
of Grant, Restricted Stock would Vest as to forty percent (40%) of the Grant
Amount, and all remaining shares of Restricted Stock held by the Participant
would be returned to the Company and the Participant would have no further
rights in connection therewith.
8.5 If within twelve (12) months following a Change in Control there should
occur, without a Participant's consent, a material lessening of his or her
duties and responsibilities as an executive or key management employee of the
Company or a material reduction in his or her base salary from the rate in
effect as of the Date of Grant and, if, within ninety (90) days following
such material lessening of duties or responsibilities or a material reduction
in his or her base salary, the Participant shall, by providing written notice
to the Company, voluntarily terminate, his or her employment relationship
with the Company, all Restricted Stock held by such Participant shall become
Vested.
8.6 In the event of a Reorganization, the Board, in its sole discretion may
Vest all or any part of the issued and outstanding Restricted Stock prior to
or contemporaneously with the effective date of such Reorganization. In the
event of any Reorganization in which holders of Restricted Stock receive
securities (herein "Exchange Securities") another corporation or business
entity in respect of Restricted Stock held by them, such Exchange Securities
shall be subject to the Restrictions and to removal or expiration thereof in
accordance with the terms of this Plan if the Board, for any reason, elects
not to accelerate the removal of Restrictions prior to or contemporaneously
with the effective date of the Reorganization.
8.7 Upon Vesting of Restricted Stock in accordance with the terms of the
Plan, all Restrictions imposed by Section 7 hereof shall be deemed removed
and terminated with respect to the applicable Restricted Stock grants and the
Company shall issue such instructions to the Transfer Agent or Registrar and
take such other actions as may be appropriate in order to cause the removal,
cancellation or rescission of all legends, stamps or other inscriptions
referencing the restrictions on share certificates representing Restricted
Stock which have Vested.
9. RIGHTS AS STOCKHOLDERS. Upon the issuance of the shares of Restricted
Stock pursuant to Section 6.5, the Participant shall, subject to the
Restrictions, have all the rights of a stockholder with respect to said
shares, including the right to vote the shares and to receive: all dividends
and other distributions paid or made with respect to the shares.
10. TERMS AND CONDITIONS OF OPTIONS.
10.1 ELIGIBILITY. Options may be granted to employees, executives, officers,
directors, consultants or advisory board members whose performance for or
contribution to the Company is considered by the Board to have a significant
effect on the success of the Company and to Consultants whose retention by
the Company involves the performance of personal services that as determined
by the Board, are of significant value or benefit to the Company. The
adoption of this Plan shall not be deemed to give any Employee or other
person any right to be awarded an Option. No Incentive Stock Option shall be
granted under the Plan to a Consultant or anyone other than an employee of
the Company or any Subsidiary.
10.2 OPTION GRANTS. All Options shall be subject to the following terms and
conditions and such additional terms and conditions, not inconsistent with
the Plan, as the Board shall deem necessary or appropriate.
A. The Option shall be designated as either an Incentive Stock Option
or a Nonqualified Stock Option. However, notwithstanding such designation,
to the extent that the aggregate Fair Market Value of shares subject to
Options designated as Incentive Stock Options which become exercisable for
the first time by a Grantee during any calendar year (under all plans of the
Company or any Subsidiary) exceeds $100,000, such excess Options, to the
extent of the shares covered thereby in excess of the foregoing limitation,
shall be treated as Nonqualified Stock Options. For this purpose, Incentive
Stock Options shall be taken into account in the order in which they were
granted and the Fair Market Value of the shares shall be determined as of the
Date of Grant.
B. The exercise or purchase price, if any, for an Option shall be as
follows:
(i) In the case of an Incentive Stock Option granted to a Participant
the per share exercise price shall be not less than one hundred percent
(100%) of the Fair Market Value per share of Common Stock on the Date of
Grant.
(ii) In the case of a Nonqualified Stock Option, the per share exercise
price shall be not less than one hundred percent (100%) of the Fair Market
Value per share of Common Stock on the Date of Grant unless otherwise
determined by the Board.
C. The period during which each Option may be exercised shall be fixed
by the Board.
D. Unless otherwise determined by the Board, Options granted pursuant
to the Plan shall expire and cease to be exercisable upon the first to occur
of any one of the following: (i) the expiration of 10 years following the
Date of Grant; (ii) 90 days following the date when a Participant ceases to
be an Employee, except in the case of a Termination for Cause, Retirement,
or a termination by reason of the Participant's death or Disability while an
Employee; (iii) if the Participant dies while an Employee or ceases to be an
Employee by reason of the Participant's Disability while an Employee, one
year following such death or termination of employment, whichever occurs
first or (iv) upon the Participant's Termination for cause. Notwithstanding
anything to the contrary contained herein, in no event may an Option be
exercised after the expiration of 10 Years following the Date of Grant. All
Incentive Stock Options must be granted within ten (10) years from the
earlier of the date of adoption of the Plan or the date of approval of the
Plan by the shareholders.
E. The shares covered by an Option may be purchased and the Option may
be exercised in whole or in part at any time during the period defined in
Section 10.2C above and prior to the expiration of such Option. Such exercise
shall be in the manner fixed by the Board by giving written notice of
exercise to the Company specifying the number of shares to be purchased;
provided, however, that an Option may not be exercised with respect to less
than 100 shares subject to an Option unless there are less than 100 shares
remaining subject to the Option.
F. The notice of exercise of Option, whether the exercise is to be in
whole or in part, shall be accompanied by delivery to the Company of payment
for one hundred percent (100%) of the Option Price for the shares to be
purchased or in the event of an Executive Officer or Director at the
discretion of the Board of Directors accrued salary or bonuses may be applied
to the exercise of the option.
G. No Option granted under the Plan shall be transferable either
voluntarily or by operation of law except by will or by the laws of descent
and distribution and, during the lifetime of the Participant, such Option
shall be exercisable only by him or her, provided, however, that Options
other than Incentive Stock Options granted hereunder may be transferred on
such terms and conditions, if any, as the Board may, in its discretion, deem
appropriate by amendment to this Plan. If the Participant dies while an
Employee or terminates his or her Employee status because of a Disability,
without having fully exercised his or her Option, all shares covered by such
Participants Option which were exercisable at the date of his or her death
or termination of Employee status because of a Disability and which becomes
exercisable in accordance with the terms of such Option within 12 months
thereafter, shall be exercisable within such 12 month period when and as such
Option becomes exercisable by such Participant (in the case of Disability)
or, in the case of death, by his or her estate or any other person who
acquired the right to exercise the Option by bequest or inheritance or by
reason of death of the Participant and such estate or other person shall have
the right to purchase by exercise of said Option all or any portion of such
shares; provided, however, that no Option may be exercised at any time after
the expiration date thereof. If the Option is exercised by a person other
than the Participant, the Board may require, appropriate proof of such other
person's right to exercise said Option.
H. If a Participant ceases to be an Employee for any reason (other than
Termination for Cause, death or Disability while an Employee or Retirement)
his or her Option shall remain exercisable for a period of 90 days thereafter
to the extent and only to the extent such option was exercisable, by its
terms, as of the effective date of his or her cessation of Employee status.
Upon Retirement of a Participant, all shares covered by such Participant's
Option shall continue to be exercisable by such Participant in accordance
with the terms of such Option; provided, however, that if, - and to the
extent that, an Incentive Stock Option is exercised more than 90 days after
the Retirement date, such Option will be treated as a Nonqualified Option.
No Option may be exercised at any time after the expiration date thereof.
I. If a Participant ceases to be an Employee and such termination was
a Termination for Cause, all Options shall immediately expire and cease to
be exercisable.
J. No fractional shares will be issued pursuant to the exercise of any
Option nor will any cash payment be made in lieu of fractional shares.
K. In the event that within 12 months following a Change in Control
there should occur, without a Participant's consent a material lessening of
his or her duties and responsibilities as an Employee or a material reduction
in his or her base salary from the rate in effect as of the Date of Grant and
if, within ninety (90) days following such material lessening of duties or
responsibilities or a material reduction in his or her base salary, the
Participant shall by providing written notice to the company, voluntarily
terminate his or her Employee status, unless the Board has, prior to such
Change in Control, in its sole discretion determined that all or a portion
of the outstanding Options held by such Participant shall become immediately
and fully exercisable upon or immediately following such Change in Control,
all shares covered by such Participant's Options shall become, immediately
and fully exercisable and such Participant shall have the right to purchase,
by exercise of such Option, all or any portion of the shares covered by such
Option; provided, however, that in no event may any Option be exercised after
the expiration date thereof.
L. If (i) within 12 months following a Change in Control, a
Participant's Employee status should be terminated involuntary by the Company
(or any successor to the Company by reason of such Change in Control) and
such termination is not a Termination for Cause, and (ii) the Board has not
prior to such Change in Control, in its sole discretion, determined that all
or a portion of the outstanding Options held by such Participant shall become
immediately and fully exercisable upon or immediately following such Change
in Control, then all shares covered by such Participant's Options shall
become immediately and fully exercisable and such Participant shall have the
right to purchase by exercise of such Option, all or any portion of the
shares covered by such Option; provided, however, that in no event may an
Option be exercised after the expiration date thereof.
M. In the event of any Reorganization, all rights of the person or
persons entitled to exercise then outstanding Options granted under the Plan
and such Options shall wholly and completely terminate at the time of any
such Reorganization, except to the extent that any agreement or undertaking
of any party to any such Reorganization shall make specific provision with
respect to such Option and the rights of such Participants. Notwithstanding
the foregoing, the Board may determine that each Participant shall have the
right immediately prior to such Reorganization to exercise such Participant's
Option with respect to any or all of the shares remaining subject to such
Option, whether or not such shares are then otherwise purchasable by said
Participant. To the extent that any such exercise relates to shares which are
not otherwise purchasable by the Participant at such time, such exercise
shall be contingent upon the consummation of such Reorganization.
N. The Board reserves the right and shall determine the expiration,
terms, termination, exercisability and other conditions relating to Options,
if any, granted to Consultants. The shares to be issued under the Options
shall be subject to such restrictions on transferability and other conditions
as may be determined by the Board of Directors at the time of the grant and
as may be imposed by law.
11. ADMINISTRATION AND OPERATION.
11.1 GOVERNMENT REGULATIONS. The Plan and the operation thereof shall be
subject to all applicable federal and state laws, rules and regulations, and
to such approvals by any regulatory or governmental agency as may be
required, including, but not necessarily limited to, the obtaining of
necessary permits and authorizations from applicable state securities
commissions and agencies, if required, and registration of the securities
subject to this Plan with the Securities and Exchange Commission. In
addition, the Company may cause an appropriate legend to be affixed to any
stock certificate representing Common Stock issued under the Plan in
accordance with all applicable federal and state securities laws, rules and
regulations. Moreover, the Plan is subject to amendments by the Board in the
event necessary to register the shares to be issued hereunder with the SEC
on a Form S-8 registration statement or any other form chosen by the Company.
11.2 WITHHOLDING. Whenever, under the Code and applicable regulations, the
issuance of shares of Common Stock upon the exercise of Options or the
Vesting of Restricted Stock will result in any requirement that the
Participant pay or otherwise satisfy any United States federal, state or
local payroll withholding amounts, including taxes, FICA and the like, it
shall be a condition to the issuance (or Vesting) of such Common Stock that
the Participants shall have made arrangements satisfactory to the Company,
as determined in accordance with rules established by the Board, with respect
to the payment or satisfaction of such withholding amounts. In lieu of
paying in cash additional sums which may be required to satisfy such
withholding amounts, if any, the Board may permit Participants to elect to
deliver to the Company shares of Common Stock held by such Participant or a
portion of the shares of Common Stock subject to the Option then being
exercised by such Participant (or to be Vested in the Case of Restricted
Stock) as payment or in partial payment of the withholding amount requirement
subject, however, to such rules as may be adopted by the Board.
11.3 AMENDMENTS. The Board may at any time and from time to time modify,
amend, suspend or discontinue the Plan in any respect, except that without
stockholder approval, the Board may not increase the number of shares
reserved under the Plan (other than increases due to changes in
capitalization) permit the issuance of Common Stock upon exercise of an
Option before payment therefor in full, make any change in the eligibility
requirements hereunder, or extend the period within which Incentive Stock
Options may be granted. Approval by the stockholders means approval by the
holders of the requisite number of shares of Common Stock either (a) at a
meeting at which shareholders are present or represented by Proxy; and (b)
by written consent of shareholders, in each case, in accordance with the
applicable laws of the State of Nevada. The modification or amendment of the
Plan shall not without the consent of a Participant, adversely affect his or
her rights under Options or Restricted Stock previously issued to him or her.
11.4 EMPLOYMENT RELATIONSHIP. Neither the Plan nor any Option or restricted
Stock granted hereunder shall confer upon any Participant any right to
continued employment by the Company or any subsidiary, or shall interfere in
any way with the right of the Company or any Subsidiary to terminate his or
her employment at any time with or without notice or cause.
11.5 LISTING ON EXCHANGE. The Company shall not be required to issue or
deliver any certificates for shares of Common Stock under the Plan prior to:
(a) the listing of such shares on any stock exchange on which the Common
Stock may then be listed; and (b) the completion of any registration or
qualification of such shares under any United States, whichever is
applicable, federal or state securities laws, or any rulings or regulation
of any governmental body, which the Board shall in its sole discretion,
determine to be necessary or advisable.
12. GENERAL PROVISIONS
12.1 No Participant and no beneficiary or other person claiming under or
through such Participant shall have any rights as a stockholder of the
Company with respect to any shares of Common Stock allocated or reserved
under the Plan and subject to any Option or Restricted Stock Award except as
to such Shares of Common Stock, if any, that have been issued or transferred
to such Participant free of any Restrictions.
12.2 The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Nevada and construed in
accordance therewith.
12.3 Continuance of the Plan with respect to the grant of Incentive Stock
Options and grants to Employees shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the
date the Plan is adopted, and such stockholder approval shall be a condition
to the right of a Covered Employee to receive Performance-Based Compensation
hereunder. Such stockholder approval shall be obtained in the degree and
manner required under applicable laws.
This AlphaTrade.com 1999 Stock Incentive Plan was adopted by the Board on
January 6th, 1999.
ALPHATRADE.COM
By: /s/ Victor D. Cardenas By: /s/ J. Michael Pinkney
Name: Victor D. Cardenas Name: J. Michael Pinkney
Title: President Title: Secretary
INTERNATIONAL RESORT PROPERTIES CORP.
3400 Norcross Way
North Vancouver, B.C.
December 26, 1998
Honor One Corporation
#290 - 1111 W. Hastings Street
Vancouver, B.C.
Dear Sirs:
Re: Corporate Matters
This letter will confirm our agreement that International Resort Propeties
Corp. (herein "Int. Resort") will provide the following services to Honor One
Corporation:
* preparation of all corporate documentation, such as Directors
Resolutions; consents and resignations of directors and officers;
amendments to Articles and By-Laws and maintenance of all
corporate records;
* preparation of Special Meeting Consent Circular and proxy with
respect to anticipated name changes;
* all documentation necessary to obtain Cusip numbers and trading
symbol once the name change has been effected;
* First draft of the Form 10 so that Honor One Corporaton can become
fully reporting;
* All documentation to establish a Transfer Agent;
* Co-ordination of all legal matters;
* Co-ordination of the 1998 audit and maintenance of all financial
records respecting an audit to January 15, 1999;
* All other matters as may become necessary in the reactivation of
the Company.
The fee for all above noted services will be the issuance of ONE HUNDRED
THOUSAND (100,000) Rule 701 shares of USD $50,000. With all due consideration
as the company currently does not have the funds to pay for the aforementioned
services I would ask that you forthwith issue the 100,000 shares to Int.
Resorts as per the agreement.
If this correctly reflects our agreement please execute in the space provided
below.
Yours very truly,
INTERNATIONAL RESORT PROPERTIES CORP.
Per:
/s/ Katharine Johnston
Corp. Secretary
The above terms are hereby agreed to this 28th day of December, 1998.
/s/ Victor Cardenas
President and Director
PROMISSORY NOTE
$500,000 U.S. Nassau, Bahamas January 8, 1999
The undersigned EMERALD MARKETING LTD., in consideration of the issuance
of FIVE HUNDRED THOUSAND (500,000) common shares which were issued pursuant to
Rule 144 of the Securities Act of 1933, promises to pay to ALPHATRADE.COM, a
Nevada Corporation, no later than January 8, 2000 the sum of FIVE HUNDRED
THOUSAND DOLLARS ($500,000 U.S.).
The payor may prepay any part of or the entire balance due under this
Note without a prepayment penalty.
The undersigned agrees that AlphaTrade.com shall have possession of the
said Share certificate of AlphaTrade.com for 500,000 shares registered in the
name of Emerald Marketing Ltd. Should the entire $500,000 not be received by
AlphaTrade.com by January 8, 2000 the undersigned agrees that the share
certificate shall be returned to Signature Stock Transfer for cancellation as
to that portion of the shares that remain unpaid on a one share per $1.00
basis.
This note is made and executed under, and is in all respects governed
by, the laws of the State of Nevada.
DATED: January 8, 1999 /s/ Nancy Lake
EMERALD MARKETING LTD.
COMMONWEALTH OF THE BAHAMAS
NEW PROVIDENCE
PROMISSORY NOTE
$500,000 U.S.
The undersigned MONTBLANC ENTERPRISES LIMITED, in consideration of the
issuance of FIVE HUNDRED THOUSAND (500,000) common shares which were issued
pursuant to Rule 144 of the Securities Act of 1933, promises to pay to
ALPHATRADE.COM, a Nevada Corporation, no later than February 18, 2000 the sum
of FIVE HUNDRED THOUSAND DOLLARS ($500,000 U.S.).
The payor may prepay any part of or the entire balance due under this
Note without a prepayment penalty.
The undersigned agrees that AlphaTrade.com shall have possession of the
said Share certificate of AlphaTrade.com for 500,000 shares registered in the
name of Montblanc Enterprises Limited. Should the entire $500,000 not be
received by AlphaTrade.com by February 18, 2000 the undersigned agrees that
the share certificate shall be returned to Signature Stock Transfer for
cancellation as to that portion of the shares that remain unpaid on a one
share per $1.00 basis.
This note shall be governed in all respects by the laws of the State of Nevada
Dated: 18th day of February, 1999.
/s/ Paul A.C. Knowles
Montblanc Enterprises Limited
By its Sole Director Elizabeth Nominees Ltd.
Represented by Paul A.C. Knowles
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
As an independent certified public accountants, I hereby consent to the use of
my audit report dated January 4, 1999 (and to all references to me) included
in or made a part of the Form 10-SB of Alphatrade.com, formerly Honor One
Corporation.
Dated: March 19, 1999
/s/ Barry L. Friedman, P.C.
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JAN-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3000
<PP&E> 10875
<DEPRECIATION> 0
<TOTAL-ASSETS> 13875
<CURRENT-LIABILITIES> 29072
<BONDS> 0
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<COMMON> 11200
<OTHER-SE> (28397)
<TOTAL-LIABILITY-AND-EQUITY> 13875
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 105510
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (105510)
<INCOME-TAX> 0
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Ticker: EBNK February 16, 1999
Exchange: NASD OTC BB
ALPHA TICKER RELEASE
AlphaTrade.com recently released a "Beta" version of AlphaTicker, a unique
scrolling screen investment tool. This version of AlphaTicker is designed to
demonstrate the versatility and low bandwidth requirements of the application.
The key ingredients of this tool are its ability to be customized and the user
friendly environment.
AlphaTrade is releasing AlphaTicker in modules to promote greater
understanding of the full capabilities of this investment tool. New
components to this "intelligent agent" technology will be released over the
next month. These components will include additional channels such as: e-mail
notification, news headlines, historical data, sports scores, top ten
securities by exchange or volume, weather, business and general news, foreign
exchange, major indices, federal express tracker, and horoscopes to name but a
few. Users will have the ability to customize their own AlphaTicker and
download only those components they desire.
Additional functions currently in the final phases of in-house testing will
provide unparalleled delivery of content. These new tools will be available
shortly and will allow the user to display AlphaTicker within the title bar of
applications currently being used and to define update frequency times or
alert times for e-mail, faxes and pagers.
AlphaTicker is designed to ultimately deliver "fresh" information to the
user's desktop throughout the day. Unlike other information fetching
software, there is no need to wait for a screen saver or to start a separate
application to view the new data. It comes to you automatically at your pre-
set time intervals. AlphaTicker uses only a small ticker display widow or the
title bar of your current application and it will scroll continuously with the
updated information.
Our component release strategy is designed to enhance the usability of all the
investment tools AlphaTrade is developing. It is easy for users to master the
simplified versions of our investment tools. As new components are made
available, users will already have determined what their needsd are and any
functions they choose to add will be to their customized specification thereby
further enhancing the usability of our tools.
All of our information and investment tools will be comprehensive and user
friendly. The information will be delivered via a suite of web-bsed
technologies complimented with unique, "thin-client," low bandwidth desktop
applications such as AlphaTicker.
AlphaTrade is developing/aggregating an unprecedented data warehouse of
premium real-time and delayed financial data. This complete and extensive
data warehouse will provide AlphaTrade's clients with the ability to act as
their own investment manager. Users will now have complete access to all of
the real-time and historical information necessary to make astute investment
choices thereby regaining their decision-making status as an investor instead
of relegating it to a money manager or an investment advisor.
AlphaTrade is positioning itself as the premier financial web portal for the
new millennium. Further information on AlphaTrade is available at
www.alphatrade.com or call our investor relations department toll-free at 1-
877-288-7799.
Certain statements in this news release constitute "forward-looking"
statements within the meaning of Section 21E of the U.S. Securities and
Exchange Act of 1934. Such "forward looking" statements involve risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to e materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements.
