ALTTECH VENTURES CORP, SB-2, 2000-12-22

ALTTECH VENTURES CORP
SB-2, 2000-12-22
COMPUTER PROGRAMMING SERVICES

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NO. ______________

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2000

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

ALTTECH VENTURES CORP.
(Exact name of small business issuer in its charter)

NEVADA 7379 88-0480643
(State or other jurisdiction of (primary standard (I.R.S. Employer
incorporation or organization) industrial code) Identification Number)

13511 VULCAN WAY
RICHMOND, BRITISH COLUMBIA
CANADA V6V 1K4
(604) 232-1171
(Address and telephone number of principal executive offices)

AGENT FOR SERVICE: WITH A COPY TO:
ANDREA L. TAGGART, PRESIDENT JAMES L. VANDEBERG
ALTTECH VENTURES CORP. OGDEN MURPHY WALLACE, PLLC
13511 VULCAN WAY 1601 FIFTH AVENUE - SUITE 2100
RICHMOND, BRITISH COLUMBIA SEATTLE, WASHINGTON 98101
CANADA V6V 1K4 (206) 447-7000
(604) 232-1171
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]

<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM
CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common stock, par value 1,616,203 shares $4.50 per share (1) $ 7,272,913.50 $ 1,920.05
0.001 per share (1) (1)
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>
[OUTSIDE FRONT COVER PAGE]

WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. THE INFORMATION
IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT
BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION - December 22, 2000

PROSPECTUS
[_______________], 2000

[Logo: Two "t"s, the left one slightly lower than the right, both in two
overlapping circles, with the word TagTech to the right of the circle]

ALTTECH VENTURES CORP.

13511 VULCAN WAY
RICHMOND, BRITISH COLUMBIA
CANADA V6V 1K4
(604) 232-1171

1,616,203 SHARES OF COMMON STOCK
TO BE SOLD BY SELLING SHAREHOLDERS

The selling shareholders of Alttech Ventures Corp. listed on page 8 under the
caption "Selling Shareholders" may offer and sell up to an aggregate of
1,616,203 shares of our common stock under this prospectus. The selling
shareholders may offer and sell the shares at any price. We will not receive
any of the proceeds of this offering.

Our common stock is not listed on a national securities exchange or the Nasdaq
Stock Market. We intend to apply to have our common stock included for quotation
on the OTC Bulletin Board. There can be no assurance that an active trading
market for our stock will develop. If our stock is included for quotation on
the OTC Bulletin Board, price quotations will reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.

Prior to the offering under this prospectus, we expect to directly offer 500,000
shares of our common stock from our authorized capital. On December 20, 2000,
we filed a registration statement with the Securities and Exchange Commission
for our offering of 500,000 shares.

No underwriters are involved or are expected to be involved in the offer or sale
of the common stock under this prospectus. The offering will begin after we
close our direct offering of 500,000 shares and the registration statement that
includes this prospectus becomes effective. We plan to terminate the offering
under this prospectus on May 24, 2001.

An investment in the common stock offered under this prospectus involves a high
degree or risk, and we urge you to carefully review this prospectus with
particular attention to the section entitled "RISK FACTORS" BEGINNING ON PAGE 3.
---------------------------------

There are no pre-existing contractual agreements for any person to purchase the
shares.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

<PAGE>
[INSIDE FRONT COVER PAGE]

You should rely only on the information contained in this document. We have not
authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell these securities.

TABLE OF CONTENTS

PAGE NO.

Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Determination of Offering Price . . . . . . . . . . . . . . . . . . . . . . . .7
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Directors, Executive Officers and Control Persons . . . . . . . . . . . . . . 15
Security Ownership of Certain Beneficial Owners and Management . . . . . . . .17
Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Interest of Named Experts and Counsel . . . . . . . . . . . . . . . . . . . . 19
Indemnification of Directors and Officers . . . . . . . . . . . . . . . . . . 19
Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Management's Discussion and Analysis . . . . . . . . . . . . . . . . . . . . .26
Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Certain Relationships and Related Transactions . . . . . . . . . . . . . . . .28
Market for Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Changes In and Disagreements with Accountants . . . . . . . . . . . . . . . . 32
Financial Statements Index . . . . . . . . . . . . . . . . . . . . . . . . . .33

<PAGE>
PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This
summary does not contain all of the information you should consider before
buying shares in the offering. You should read the entire prospectus carefully.

INVESTMENT RISKS

An investment in this offering involves risk. We are a development stage
company. The market for our products and services is new, and we have not
achieved market acceptance to date. We have a limited operating history and a
history of operating losses. Our loss for the nine months ended September 30,
2000, was $435,290, and for the year ended December 31, 1999, was $219,203.
Since inception (June 25, 1996), we have an accumulated deficit of $732,152. We
may continue to incur net losses in the future.

ALTTECH VENTURES CORP.

We are in the process of commercializing a suite of software tools known as the
TagTech system that will serve as a digital copyright management system for
intellectual property published on the Internet. Our suite of tools is designed
to:

- let users assign and embed digital codes into intellectual property
materials on the Internet,

- authenticate and search for files based on embedded codes, and

- broker intellectual property transactions.

We plan to initially attract customers to our intellectual property products and
services by offering web hosting for a competitive fee. Customers who subscribe
to our web hosting service will also have access to our suite of intellectual
property management tools. We plan to market our suite of tools by making
direct contacts with potential customers and by placing advertisements on
websites that direct customers to our website. As we gain market acceptance, we
plan to price our intellectual property suite of tools at a premium to our web
hosting service. Although we have not yet achieved market acceptance, we believe
our products and services are unique to the market and will become an integral
part of the intellectual property industry. We cannot assure that our marketing
efforts and the marketing of our website, as planned, will be successful.

Our principal executive offices are located at 13511 Vulcan Way, Richmond,
British Columbia, V6V 1K4, and our telephone number is (604) 232-1171.

THE OFFERING

Common stock offered by selling shareholders: 1,616,203 shares

Common stock to be outstanding
after this offering: 7,686,250 shares (assuming the
sale of all 500,000 shares in
our prior company offering)

Proposed OTC Bulletin Board symbol: ATAG

This summary of our offering is based on shares outstanding at September 30,
2000. In addition, as of September 30, 2000, we had reserved 1,077,938 common
shares issuable upon exercise of stock options granted to management,
consultants and employees, of which 270,000 were granted and exercisable at
September 30, 2000.

The offering by the selling shareholders under this prospectus will be on a
continuous and delayed basis. We will not receive any of the proceeds from the
sale of shares by our selling shareholders. The selling shareholders may offer
and sell up to an aggregate of 1,616,203 shares of our common stock under this
prospectus. The selling shareholders may offer and sell the shares at any
price. The offering by the selling shareholders will begin after we close our
direct offering of 500,000 shares and the registration statement that includes
this prospectus becomes effective.

1
<PAGE>
SUMMARY FINANCIAL DATA

The following tables summarize the statement of loss and deficit and balance
sheet data for our business.

<TABLE>
<CAPTION>
NINE MONTHS ENDED PERIOD JUNE 25,
SEPTEMBER 30, 2000 1996(INCEPTION) TO
STATEMENT OF OPERATIONS DATA: (UNAUDITED) DECEMBER 31, 1999
------------------------------------------ ------------------ -------------------
<S> <C> <C>
Revenues $ - $ -
Operating Expenses $ 454,211 $ 296,862
Net Loss $ (435,290) $ (296,862)
Net Loss per share $ (.06) $ (.17)
Weighted average common shares outstanding 7,174,000 1,746,247
</TABLE>

AS AT SEPTEMBER 30,
2000 AS AT DECEMBER 31,
BALANCE SHEET DATA: (UNAUDITED) 1999
------------------------------ ------------------- ------------------
Cash and cash equivalents $ 571,658 $ 6,213
Total Assets $ 652,027 $ 41,418
Total Liabilities $ 59,872 $ 92,802
Shareholders' Equity (Deficit) $ (732,152) $ (296,862)

2
<PAGE>
RISK FACTORS

There are significant risks associated with an investment in our common stock.
Before making a decision concerning the purchase of our securities, you should
carefully consider the following factors and other information in this
prospectus when you evaluate our business.

The success of our business model must be considered in light of our limited
operating history.

BUSINESS RISKS

WE HAVE NOT GENERATED A PROFIT AND CANNOT BE CERTAIN THAT WE WILL PRODUCE A
--------------------------------------------------------------------------------
PROFIT OR REMAIN PROFITABLE IF WE DO GENERATE A PROFIT.
----------------------------------------------------------------

We are not profitable and may never become profitable. If we do achieve
profitability, we cannot be certain that we will remain profitable or that
profits will increase in the future. Our auditors have expressed doubt about our
ability to continue as a going concern. At this time, we have not achieved
profitability and, in fact, expect to incur net losses for the foreseeable
future. Our net losses for the nine months ended September 30, 2000, were
$435,290, and for the years ended December 31, 1999, 1998 and 1997 were
$219,203, $12,514 and $38,898, respectively. No revenue was generated in 1999,
1998 or 1997. Our limited operating history contributes to the difficulty of
predicting our potential to generate a profit. We expect to continue to increase
our marketing and development expenses in the next 12 months. As a result of
these increased expenditures, we will need to generate significant additional
revenue and/or raise funds to achieve profitability.

OUR ABILITY TO SUCCEED DEPENDS HEAVILY ON MARKET ACCEPTANCE OF OUR SERVICES AND
--------------------------------------------------------------------------------
PRODUCTS.
---------

We are heavily dependent on market acceptance of our turnkey concept of managing
intellectual property online, and we have not achieved market acceptance to
date. Our products and services are unique to the market, and we therefore
intend to place considerable emphasis on their introduction, especially within
our target markets. Consumer reluctance to embrace our products and services,
however, will significantly jeopardize our ability to succeed.

OUR MARKETING STRATEGY MAY NOT EXPOSE OUR SERVICES TO AS MANY POTENTIAL
--------------------------------------------------------------------------------
CUSTOMERS AS WE PROJECT, WHICH MAY AFFECT OUR REVENUE PROJECTIONS.
---------------------------------------------------------------------------

Our revenue projections assume that each advertisement we run on the Internet
will be viewed by a certain number of potential new customers. If the web sites
we select for our advertising do not let us reach the number of potential new
customers that we have assumed, we will not meet our revenue projections and our
cash flow will suffer. In addition, we may not obtain enough users of our
intellectual property tools without obtaining and expending significant
additional resources to educate the marketplace about our tools and draw traffic
to our website.

IF THE RESPONSE RATES TO OUR MARKETING CAMPAIGNS ARE LOWER THAN WE ASSUME, WE
--------------------------------------------------------------------------------
MAY NOT MEET OUR REVENUE PROJECTIONS
-----------------------------------------

Our revenue projections assume that a certain percentage of potential new
customers who view our advertisements will actually become our customers. If a
lower percentage of these potential new customers actually become our customers,
we will not meet our revenue projections and our cash flow will suffer. In
addition, we may not obtain enough users of our intellectual property tools
without obtaining and expending significant additional resources to educate the
marketplace about our tools and draw traffic to our website.

IF OUR PRICING PRACTICES DO NOT ATTRACT NEW CUSTOMERS TO OUR WEB HOSTING
--------------------------------------------------------------------------------
SERVICE, WE MAY NOT MEET OUR REVENUE PROJECTIONS AND OUR INTELLECTUAL PROPERTY
--------------------------------------------------------------------------------
MANAGEMENT TOOLS MAY NOT GAIN MARKET ACCEPTANCE.
------------------------------------------------------

Our marketing strategy is based on obtaining customers for our web hosting
service. We may not obtain new customers if they believe the cost of our web
hosting service is too high compared to available alternatives, which could
cause us to fail to meet our revenue projections and could cause our cash flow
to suffer. In addition, if we fail to obtain new web hosting customers, our
plan for introducing our intellectual property management suite of tools will be
seriously undermined, and we may have to obtain and expend significant
additional resources to educate the marketplace about our tools and draw traffic
to our website.

3
<PAGE>
THE INSTABILITY OF THE INTERNET MAY AFFECT OUR CUSTOMERS' ABILITY TO UTILIZE OUR
--------------------------------------------------------------------------------
PRODUCTS AND SERVICES.
------------------------

The Internet may not be able to support the demands placed on it by continued
growth. We are highly dependent on the Internet to provide our products and
services to the marketplace. Customers that employ the Internet for digital
copyright services could experience service degradation or latency due to the
volume of users. In this case, the tendency of a dissatisfied customer might be
to blame the service provider (i.e., us) rather than the company providing the
Internet access.

WE DEPEND UPON A SMALL NUMBER OF KEY PERSONS TO IMPLEMENT OUR BUSINESS PLAN, AND
--------------------------------------------------------------------------------
THE LOSS OF EITHER OF THEM MAY AFFECT OUR BUSINESS OPERATIONS.
------------------------------------------------------------------------

We are dependent on two key employees to implement our business plan, and the
loss of either of them may affect our ability to provide the required quality of
service and technical support necessary to achieve and maintain a competitive
market position. We do not have an employment agreement with either of these
employees, and, as a result, there is no assurance that our key employees will
continue to manage our affairs in the future. We have not obtained key man
insurance with respect to such employees. Our key employees are as follows:

Andrea L. Taggart, President, Chief Executive Officer and Director
Robert W. Janes, Chief Technical Officer, Treasurer and Director

WE HAVE NOT ACQUIRED LIABILITY INSURANCE, WHICH PLACES THE BURDEN OF PAYING
--------------------------------------------------------------------------------
DAMAGES FOR LIABILITY CLAIMS SOLELY ON US.
------------------------------------------------

We have not acquired liability insurance against claims for damage by our
products and services. Without insurance to cover damages resulting from
liability claims stemming from our products or services, we must shoulder any
award of damages against us, and this could significantly affect our business
operations if the award is substantial.

GOVERNMENT REGULATION OF THE INTERNET MAY NEGATIVELY AFFECT OUR ABILITY TO
--------------------------------------------------------------------------------
PROVIDE THE MARKETPLACE WITH OUR PRODUCTS AND SERVICES.
--------------------------------------------------------------

The laws and regulations applicable to the Internet directly affect us because
our products and services are heavily dependent on the Internet as a
communications and commercial medium. These laws and regulations are still
evolving and unclear and have the potential of damaging our business. No
specific laws are pending that will have a negative impact on our use of the
Internet. However, any of the following laws pertaining to the Internet, if
enacted, could potentially have a negative effect on the marketplace for our
products and services due to their effect on customers who use our products and
services:

- regulating the price of accessing the Internet;
- taxing transactions that occur over the Internet;
- regulation of content on the Internet;
- privacy on the Internet; and
- intellectual property ownership.

A number of proposals have been made at federal, state and local levels that
would impose additional taxes on the sale of goods and services through the
Internet. Such proposals, if adopted, could substantially impair the growth of
electronic commerce and could adversely affect our operations.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, TRADE SECRETS AND
--------------------------------------------------------------------------------
KNOW-HOW WHICH WOULD REMOVE A BARRIER TO COMPETITION AND MAY DIRECTLY AFFECT THE
--------------------------------------------------------------------------------
AMOUNT OF REVENUE WE GENERATE.
----------------------------------

Although we employ various methods, including trademarks, copyrights and
confidentiality agreements with employees, consultants and third party
businesses, to protect our intellectual property and trade secrets, there can be
no assurance that we will be able to maintain the confidentiality of any of our
proprietary technology, know-how or trade secrets, or that others will not
independently develop substantially equivalent technology. The failure or
inability to protect these rights could have a material adverse effect on our
competitive position and operations.

4
<PAGE>
WE MAY BE FOUND LIABLE FOR INFRINGEMENT, WHICH MAY EXPOSE US TO PAYMENT OF
--------------------------------------------------------------------------------
SIGNIFICANT DAMAGES AND INVALIDATION OF OUR PROPRIETARY RIGHTS.
----------------------------------------------------------------------

Our business activities may infringe upon the proprietary rights of others and
those parties may assert infringement claims against us. Should that occur, the
claims and any resultant litigation could subject us to significant liability
for damages and could result in invalidation of our proprietary rights. Even if
without merit, these potential claims could be time-consuming and expensive to
defend or prosecute, and could result in the diversion of management's time and
attention from our business.

WE MAY BE FOUND LIABLE FOR INFRINGEMENT BASED ON THE CONTENT OF OUR CUSTOMERS'
--------------------------------------------------------------------------------
WEB SITES.
-----------

Under the Digital Millenium Copyright Act of 1998, we must maintain policies and
procedures to avoid hosting web sites that contain materials published without
permission of the copyright holder. If our policies and procedures are not
adequate, or if they are adequate but we fail to enforce them, we could be held
liable to the copyright holder for the infringement of our customer.

INVESTMENT RISKS

THE SHARES WE SELL IN THIS OFFERING WILL BE "PENNY STOCK", WHICH WILL MAKE IT
--------------------------------------------------------------------------------
MORE DIFFICULT TO SELL THAN AN EXCHANGE-TRADED STOCK.
------------------------------------------------------------

Our securities, when available for trading, will be subject to the Securities
and Exchange Commission rule that imposes special sales practice requirements
upon broker-dealers that sell such securities to other than established
customers or accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with assets
exceeding $5,000,000 or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, combined with a
spouse's income, exceeds $300,000). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of purchasers of our
securities to buy or sell in any market that may develop.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." (A "penny stock" is any equity security that
has a market price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions). Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the
Securities and Exchange Act of 1934, as amended. The rules may further affect
the ability of owners of our shares to sell their securities in any market that
may develop for them. Shareholders should be aware that, according to the
Securities and Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:

- control of the market for the security by one or a few broker-
dealers that are often related to the promoter or issuer;
- manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases;
- "boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;
- excessive and undisclosed bid-ask differentials and markups by
selling broker-dealers; and
- the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired
level, along with the inevitable collapse of those prices with
consequent investor losses.

5
<PAGE>
OUR ISSUANCE OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST
--------------------------------------------------------------------------------
OF SHAREHOLDERS.
-----------------

Any additional issuances of common stock by us from our authorized but unissued
shares may have the effect of diluting the percentage interest of existing
shareholders. Out of our 160,000,000 authorized common shares, 152,813,750, or
approximately 95%, remain unissued. The Board of Directors has the power to
issue such shares without shareholder approval. None of the 40,000,000
authorized preferred shares of Alttech are issued. There are 270,000 outstanding
options at September 30, 2000 whose holders may acquire additional common
shares. We fully intend to issue additional common shares or preferred shares in
order to raise capital to fund our business operations and growth objectives.

BOARD OF DIRECTORS AUTHORITY TO SET RIGHTS AND PREFERENCES OF PREFERRED STOCK
--------------------------------------------------------------------------------
MAY PREVENT A CHANGE IN CONTROL BY SHAREHOLDERS OF COMMON STOCK.
--------------------------------------------------------------------------

Preferred shares may be issued in series from time to time with such
designation, rights, preferences and limitations as our Board of Directors
determines by resolution and without shareholder approval. This is an
anti-takeover measure. The Board of Directors has exclusive discretion to issue
preferred stock with rights that may trump those of common stock. The Board of
Directors could use an issuance of Preferred Stock with dilutive or voting
preferences to delay, defer or prevent common stockholders from initiating a
change in control of the company or reduce the rights of common stockholders to
the net assets upon dissolution. Preferred stock issuances may also discourage
takeover attempts that may offer premiums to holders of our common stock.

CONCENTRATION OF OWNERSHIP OF MANAGEMENT AND DIRECTORS MAY REDUCE THE CONTROL BY
--------------------------------------------------------------------------------
OTHER SHAREHOLDERS OVER ALTTECH.
-----------------------------------

Our executive officers and directors own or exercise full or partial control
over more than 38.8% of our outstanding common stock. As a result, other
investors in our common stock may not have much influence on corporate decision
making. In addition, the concentration of control over our common stock in the
executive officers and directors could prevent a change in control of Alttech.

STOCKHOLDERS DO NOT HAVE THE AUTHORITY TO CALL A SPECIAL MEETING THEREBY
--------------------------------------------------------------------------------
DISCOURAGING TAKEOVER ATTEMPTS.
---------------------------------

Pursuant to our articles of incorporation, only our Board of Directors has the
power to call a special meeting of the stockholders, thereby limiting the
ability of stockholders to effect a change in control of the company.

WE DO NOT ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE
--------------------------------------------------------------------------------
FUTURE WHICH MAKES INVESTMENT IN OUR STOCK SPECULATIVE OR RISKY.
-------------------------------------------------------------------------

We have not paid dividends on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future. The Board of Directors
has sole authority to declare dividends payable to our stockholders. The fact
that we have not and do not plan to pay dividends indicates that we must use all
of our funds generated by operations for reinvestment in our operating
activities and also emphasizes, as noted elsewhere in this Form SB-2, that we
may not continue as a going concern. Investors also must evaluate an investment
in Alttech solely on the basis of anticipated capital gains.

LIMITED LIABILITY OF ALTTECH'S EXECUTIVE OFFICERS AND DIRECTORS MAY DISCOURAGE
--------------------------------------------------------------------------------
STOCKHOLDERS FROM BRINGING A LAWSUIT AGAINST THEM.
--------------------------------------------------------

Our articles of incorporation and bylaws contain provisions that limit the
liability of directors for monetary damages and provide for indemnification of
officers and directors. These provisions may discourage stockholders from
bringing a lawsuit against officers and directors for breaches of fiduciary duty
and may also reduce the likelihood of derivative litigation against officers and
directors even though such action, if successful, might otherwise have benefited
the stockholders. In addition, a stockholder's investment in our company may be
adversely affected to the extent that costs of settlement and damage awards
against officers or directors are paid by us pursuant to the indemnification
provisions of the articles of incorporation and by-laws. The impact on a
stockholder's investment in terms of the cost of defending a lawsuit may deter
the stockholder form bringing suit against one of our officers or directors. We
have been advised that the SEC takes the position that this provision does not
affect the liability of any director under applicable federal and state
securities laws.

6
<PAGE>
FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements. We intend to identify
forward-looking statements in this prospectus using words such as "anticipates",
"believes", "plans", "expects", "future", "intends" or similar expressions.
These statements are based on our beliefs as well as assumptions we made using
information currently available to us. Because these statements reflect our
current views concerning future events, these statements involve risks,
uncertainties and assumptions. Actual future results may differ significantly
from the results discussed in the forward-looking statements. Some, but not
all, of the factors that may cause these differences include those discussed in
the Risk Factors section. You should not place undue reliance on these
forward-looking statements, which apply only until we close this offering.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of our common stock by the
selling shareholders. However, the net proceeds of our company offering of up
to 500,000 shares of our common stock, after deducting estimated offering
expenses, are approximately $ 2,150,000 if the offering is completely sold. We
may use registered broker-dealers to act as selling agents and in connection
with such sales will pay fees or commissions not in excess of the usual and
customary fees and commission. If we use selling agents the net proceeds of the
offering after deduction of commissions to selling agents will be approximately
$2,000,000 assuming the full offering is sold through the selling agent. There
is no assurance that we will sell any or all of the company offering. The
following table indicates how we intend to use the net proceeds of our company
offering at various levels of funding:

IF 10% SOLD IF 50% SOLD IF 100% SOLD
------------ ------------ -------------
APPLICATION OF PROCEEDS
Selling and marketing expenses 63,000 292,500 585,000
Research and development 52,000 315,000 630,000
Capital expenditures -- 22,500 45,000
Working capital 100,000 445,000 890,000
TOTAL PROCEEDS $ 215,000 $ 1,075,000 $ 2,150,000

The following is a description of each of the items in the table above.

- Selling and marketing expenses include the cost of our product launch, our
advertising on portal sites and ongoing market research
- Research and development includes the cost of upgrading our existing
services and developing new tools
- Capital expenditures include new servers and upgrading the capacity of our
systems to handle greater numbers of users

DETERMINATION OF OFFERING PRICE

This prospectus is solely for the purpose of allowing certain of our
shareholders to sell their stock. The selling shareholders may sell their shares
when the registration statement becomes effective, or they may elect to sell
some or all of their shares at a later date while the registration statement is
effective. The selling shareholders will determine the price for and timing of
any sales of their stock.

DILUTION

This prospectus is for sales of stock by certain of our shareholders on a
continuous or delayed basis in the future. Sales of common stock by shareholders
will not result in any substantial change to the net tangible book value per
share before and after the distribution of shares by the selling shareholders.
There will be no change in net tangible book value per share attributable to
cash payments made by purchasers of the shares being offered. Prospective
investors should be aware, however, that the price of shares covered by this
prospectus may not bear any rational relationship to net tangible book value per
share of Alttech Ventures Corp.

7
<PAGE>
SELLING SHAREHOLDERS

The following table sets forth the names of the selling shareholders, the number
of shares of common stock beneficially owned by the selling shareholders prior
to the offering, the number of shares of common stock that may be offered for
sale pursuant to this prospectus by such selling shareholders, the number of
shares of common stock beneficially owned by the selling shareholders after the
offering, and the percentage ownership after the offering. The offered shares
of common stock may be offered from time to time by each of the selling
shareholders named below. (See "Plan of Distribution"). However, the selling
shareholders are under no obligation to sell all or any portion of the shares of
common stock offered. Neither are the selling shareholders obligated to sell
such shares of common stock immediately under this prospectus. Particular
selling shareholders may not have a present intention of selling their shares
and may offer less than the number of shares indicated. Because the selling
shareholders may sell all or part of the shares of common stock offered hereby,
the following table assumes that all shares offered under this prospectus have
been sold by the selling shareholders.

<TABLE>
<CAPTION>
LAST NAME FIRST NAME NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF THE
BENEFICIALLY OWNED OFFERED BENEFICIALLY OWNED CLASS BENEFICIALLY
PRIOR TO THE AFTER TO THE OWNED AFTER THE
OFFERING (1) OFFERING (2) OFFERING (2)
-------------------------------- --------------- ------------------ ---------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C>
Andersen Martin 1,000 300 700 *
Arcari Lorenzo 30,000 9,000 21,000 *
Aronson Amberlee 3,400 1,020 2,380 *
Aronson Dean 3,400 1,020 2,380 *
Aronson Edward 1,000 300 700 *
Aronson Eldon 1,000 300 700 *
Aronson Eliana 500 150 350 *
Aronson Harold & J 26,000 7,800 18,200 *
Aronson Harold 10,000 3,000 7,000 *
Aronson Shirley 1,000 300 700 *
Aronson Stanley 1,000 300 700 *
Arthur Eileen 12,500 3,750 8,750 *
Ashmead R. 7,000 2,100 4,900 *
Aspenwood Holdings Ltd (Greg McCartney) 277,777 83,334 194,443 2.71%
Astells Terry 20,000 6,000 14,000 *
Barr Corrine 23,000 6,900 16,100 *
Barr Lawrence 120,000 36,000 84,000 1.17%
Barraclough T. 1,000 300 700 *
Barter C. 500 150 350 *
Basarowich Douglas 5,000 1,500 3,500 *
Beeton L. 2,000 600 1,400 *
Berto Claudio 12,500 3,750 8,750 *
Bevans Teri Lynn 750 225 525 *
Beyer A. 1,000 300 700 *
Beyer Arthur 2,000 600 1,400 *
Bibby Neil 5,000 1,500 3,500 *
Bishop Jamie 221 67 154 *
Blais Joel 500 150 350 *
Boltax Steve 5,000 5,000 0 *

8
<PAGE>
LAST NAME FIRST NAME NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF THE
BENEFICIALLY OWNED OFFERED BENEFICIALLY OWNED CLASS BENEFICIALLY
PRIOR TO THE AFTER TO THE OWNED AFTER THE
OFFERING (1) OFFERING (2) OFFERING (2)
-------------------------------- --------------- ------------------ ---------------- ------------------- -------------------
Bowcott Matt 225 68 157 *
Brown Nigel Scott 29,550 8,865 20,685 *
Brown Ross 12,500 3,750 8,750 *
Bulka Michael 17,500 5,250 12,250 *
Burdeniuk Sean 1,000 300 700 *
Campbell J/J 3,100 930 2,170 *
Campbell P. 500 150 350 *
Campeau D. 1,000 300 700 *
Can-Nor Contracting Ltd. 5,000 1,500 3,500 *
Carter S/W 1,500 450 1,050 *
Caruso Andrea 1,500 450 1,050 *
Caruso Edna 7,500 2,250 5,250 *
Caruso Kailin 1,500 450 1,050 *
Caruso Lisa Marie 1,500 450 1,050 *
Caruso Michael Thomas 1,500 450 1,050 *
Caruso Rochelle 1,500 450 1,050 *
Caruso Tom 7,500 2,250 5,250 *
Chatham D. 2,500 750 1,750 *
Christensen Neils 2,000 600 1,400 *
Christoffersen Jan 124,000 37,200 86,800 1.21%
Cibere Anthony 1,000 300 700 *
Cikaliuk T. 500 150 350 *
Clarke Andrew 300 90 210 *
Collingwood RE 8,000 2,400 5,600 *
Cook C. 1,000 300 700 *
Coyston MR 750 225 525 *
Cross Gary 22,500 6,750 15,750 *
Crowther E. 6,000 1,800 4,200 *
Crowther Edward 1,500 450 1,050 *
Crowther Gary 2,000 600 1,400 *
Crowther Vivian 6,000 1,800 4,200 *
Crude Investments 1,000 300 700 *
Dacyszyn James 50,000 15,000 35,000 *
Dahle S/R 500 150 350 *
Dalgleish D. 500 150 350 *
Dalke 50,000 15,000 35,000 *
Davie Alex 12,500 3,750 8,750 *
Davis (3) John 150,100 45,030 105,070 1.44%
Dawson S. 1,000 300 700 *
DE Wagner Enterprises Inc. 5,000 1,500 3,500 *
Deans CE 2,000 600 1,400 *
Denise Hall 500 150 350 *
Dhillion Rashpal 18,750 5,625 13,125 *

9
<PAGE>
LAST NAME FIRST NAME NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF THE
BENEFICIALLY OWNED OFFERED BENEFICIALLY OWNED CLASS BENEFICIALLY
PRIOR TO THE AFTER TO THE OWNED AFTER THE
OFFERING (1) OFFERING (2) OFFERING (2)
-------------------------------- --------------- ------------------ ---------------- ------------------- -------------------
Dobbin B. 10,000 3,000 7,000 *
Dream Maker Dev. Inc. 1,500 450 1,050 *
Drever Darlene 5,000 1,500 3,500 *
Drobesch Herman 12,500 3,750 8,750 *
Drummond V. 500 150 350 *
Edlund Thomas 20,000 6,000 14,000 *
Edwards Troy & Tammy 1,000 300 700 *
Engh Dan 12,500 3,750 8,750 *
Ficociello S. 2,000 600 1,400 *
Foster L. 1,600 480 1,120 *
FP Enterprises 3,100 930 2,170 *
Fricke Cheryl 500 150 350 *
Frolick V. 5,000 1,500 3,500 *
Ganske Darcy 1,000 300 700 *
Giese Marcia 3,500 3,500 0 *
Glover R. 2,000 600 1,400 *
Goetzinger Jeunese 500 150 350 *
Gonos Laurel 500 150 350 *
Gowsky 2,000 600 1,400 *
Gray Dale 1,500 450 1,050 *
Guibault C. 2,000 600 1,400 *
Guilfoyle Michele 22,000 6,600 15,400 *
Hansen Dale 12,500 3,750 8,750 *
Hansen Terry 12,500 3,750 8,750 *
Harley Pamela 1,000 300 700 *
Harte Craig 350 105 245 *
Hartley L. 700 210 490 *
Hauca D. 500 150 350 *
Herauf Celest 12,500 3,750 8,750 *
Ho J. 1,000 300 700 *
Holden Invest 50,000 15,000 35,000 *
Homer John & K. 1,500 450 1,050 *
Homer John & Kee 1,000 300 700 *
Homer Mendee 1,000 300 700 *
Hon C. 2,500 750 1,750 *
Hon T. 500 150 350 *
Hood W. 1,500 450 1,050 *
Horsburgh B. 5,000 1,500 3,500 *
Horton John 12,500 3,750 8,750 *
Ipsen K/S 5,000 1,500 3,500 *
J&J Oilfield Ltd. 1,000 300 700 *
Jackson B. 1,000 300 700 *
Janes (4) Robert 65,000 4,500 60,500 *

10
<PAGE>
LAST NAME FIRST NAME NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF THE
BENEFICIALLY OWNED OFFERED BENEFICIALLY OWNED CLASS BENEFICIALLY
PRIOR TO THE AFTER TO THE OWNED AFTER THE
OFFERING (1) OFFERING (2) OFFERING (2)
-------------------------------- --------------- ------------------ ---------------- ------------------- -------------------
Jeger B/P 5,000 1,500 3,500 *
Jinjoe J. 1,500 450 1,050 *
Johal B. 500 150 350 *
Johl Dana 20,000 6,000 14,000 *
Joyal Patricia 282,777 84,834 197,943 2.75%
Karpo Greg 12,500 3,750 8,750 *
Kawano James 15,000 15,000 0 *
Keers Bill 300 90 210 *
Kehler Danny 49,500 14,850 34,650 *
Kellerman MR 1,000 300 700 *
Kellerman TL 1,000 300 700 *
Kirkham D. 1,000 300 700 *
Kohut D. 11,000 3,300 7,700 *
Kokotyn B. 500 150 350 *
Kotanko N. 500 150 350 *
Krokis Keely & Kristen 500 150 350 *
Lade Donna 5,000 1,500 3,500 *
Lake Greoff 12,500 3,750 8,750 *
Lalonde H. 1,000 300 700 *
Lalonde R. 500 150 350 *
Langhout S. 500 150 350 *
Laniuk D. 1,000 300 700 *
Laurie D. 500 150 350 *
Lawrence B. 1,000 300 700 *
LCM Equity Inc. (John Donaldson) 77,784 23,336 54,448 *
LCM Equity Inc. (John Donaldson) 50,000 15,000 35,000 *
Lee Bonnie 10,000 10,000 0 *
Lehmann G. 16,750 5,025 11,725 *
Lenger Francis 650 195 455 *
Leong S. 6,200 1,860 4,340 *
Linkletter Kathy 500 150 350 *
Little Gillian 450 135 315 *
Liu Karen 500 150 350 *
Lorenson Troy & Tammy 1,100 330 770 *
Maccaul AA 334 101 233 *
MacQueen (5) Eileen 984,000 94,918 889,082 12.37%
MacQueen Ronald 21,250 6,375 14,875 *
Magic Trading 100,000 30,000 70,000 *
Magoya Rosemary 500 150 350 *
Mah G. 3,450 1,035 2,415 *
Make Holding Ltd. 20,000 6,000 14,000 *
Manna D. 27,775 8,333 19,442 *
Manna Dave 14,700 4,410 10,290 *

11
<PAGE>
LAST NAME FIRST NAME NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF THE
BENEFICIALLY OWNED OFFERED BENEFICIALLY OWNED CLASS BENEFICIALLY
PRIOR TO THE AFTER TO THE OWNED AFTER THE
OFFERING (1) OFFERING (2) OFFERING (2)
-------------------------------- --------------- ------------------ ---------------- ------------------- -------------------
Manna John 14,000 4,200 9,800 *
Marien W. 4,000 1,200 2,800 *
Markowsky Jason 162,977 48,894 114,083 1.59%
Markowsky Jennifer 75,000 22,500 52,500 *
Markowsky W. 5,500 1,650 3,850 *
Marshall Sharlene 1,000 300 700 *
McCallum C. 1,000 300 700 *
McCallum D. 1,000 300 700 *
McCallum L. 1,200 360 840 *
McCallum O. 3,000 900 2,100 *
McClaren Murray 12,000 3,600 8,400 *
McClelland Darren 3,334 1,001 2,333 *
McClelland Lee 10,000 3,000 7,000 *
McDermott Mark 250 75 175 *
McDivitt B. 500 150 350 *
McKay JD 1,000 300 700 *
McKay KW 500 150 350 *
McKay Lesley 5,000 1,500 3,500 *
McKay T. 500 150 350 *
McLaughlin B. 500 150 350 *
McLean Cara 500 150 350 *
McMillan Richard 20,000 6,000 14,000 *
McSorley D. 500 150 350 *
Meckle Marvin 1,000 300 700 *
Mella Vicki 500 150 350 *
Michaels Darrell 100,000 30,000 70,000 *
Michaels Darrell 10,000 3,000 7,000 *
Michelborough Chester 20,000 6,000 14,000 *
Miller D. 2,500 750 1,750 *
Mitchell Beverley 30,000 9,000 21,000 *
Molenaar Florence 1,125 338 787 *
Morrisson 2,000 600 1,400 *
Nagy L. 1,000 300 700 *
Nagy Linda 3,000 900 2,100 *
Naturkach T. 500 150 350 *
Nazaruk N/P 1,000 300 700 *
Nichols Scott 12,500 3,750 8,750 *
Nominee Darrell 100,000 30,000 70,000 *
Norris Jeffrey 20,000 6,000 14,000 *
Nowell JS 2,500 750 1,750 *
O'Neill Darren 200 60 140 *
Ormistron Todd 400 120 280 *
O-Shea K. 2,000 600 1,400 *

12
<PAGE>
LAST NAME FIRST NAME NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF THE
BENEFICIALLY OWNED OFFERED BENEFICIALLY OWNED CLASS BENEFICIALLY
PRIOR TO THE AFTER TO THE OWNED AFTER THE
OFFERING (1) OFFERING (2) OFFERING (2)
-------------------------------- --------------- ------------------ ---------------- ------------------- -------------------
Palma G. 500 150 350 *
Palmer Laura 500 150 350 *
Panara Guido 12,500 3,750 8,750 *
Pasitney J. 1,000 300 700 *
Peredery J.D. 6,500 1,950 4,550 *
Perozak D. 500 150 350 *
Perry Lorina 20,000 6,000 14,000 *
Poon 42,500 12,750 29,750 *
Popowich D. 25,000 7,500 17,500 *
Premier Sales Inc. 100,000 30,000 70,000 *
Ratz Rolf 667 201 466 *
Reinhart Christopher 1,000 300 700 *
Ritchie Jill 500 150 350 *
Robideau David & N. 1,500 450 1,050 *
Robideau John 500 150 350 *
Robideau Russell & H. 11,000 3,300 7,700 *
Rusnak G. 500 150 350 *
Samora Tommy & C. 1,000 300 700 *
Sangha Bindy 15,000 4,500 10,500 *
Sartinson B. 1,000 300 700 *
Sartinson T. 5,000 1,500 3,500 *
Sawchuk K. 1,000 300 700 *
Schmaus V. 1,000 300 700 *
Schneider Marie 3,500 1,050 2,450 *
Scorgie AN 500 150 350 *
Scott (6) Doug 84,250 25,275 58,975 *
Scott Eric 20,000 6,000 14,000 *
Semmelhaack G. 50,000 15,000 35,000 *
Sequeira Louis 500 150 350 *
Shigemi Mark & M. 1,500 450 1,050 *
Shoemaker W. 500 150 350 *
Shumyla Rod 1,000 300 700 *
Shypit A. 500 150 350 *
Shyry T. 600 180 420 *
Siblock Robert 10,456 3,137 7,319 *
Siblock Robert 7,800 2,340 5,460 *
Sino Can Products Ltd. 7,000 2,100 4,900 *
Sloan Richard 42,500 12,750 29,750 *
Sloan Ron 12,500 3,750 8,750 *
Smeltzer I. 2,000 600 1,400 *
Smith Leonard 675 203 472 *
Smith Melvin 1,000 300 700 *
Smith Nicholine 1,800 540 1,260 *

13
<PAGE>
LAST NAME FIRST NAME NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF THE
BENEFICIALLY OWNED OFFERED BENEFICIALLY OWNED CLASS BENEFICIALLY
PRIOR TO THE AFTER TO THE OWNED AFTER THE
OFFERING (1) OFFERING (2) OFFERING (2)
-------------------------------- --------------- ------------------ ---------------- ------------------- -------------------
Snyder Colin 25,000 7,500 17,500 *
Sopko P. 500 150 350 *
Spraggs (7) Cynthia 60,000 18,000 42,000 *
Stevens Bob 20,000 6,000 14,000 *
Stevens Robert 20,000 6,000 14,000 *
Stork Wilfred 225 68 157 *
Sugars S. 2,000 600 1,400 *
Swain R. 500 150 350 *
Taggart (8) Andrea 1,685,900 94,918 1,590,982 22.14%
Telford Tom 12,500 3,750 8,750 *
Thorarinson Verne 16,000 4,800 11,200 *
Todyriuk Dennis 500 150 350 *
Ullrich Fred 316,392 94,918 221,474 3.08%
Violette Carol 12,500 3,750 8,750 *
Violette Roger 12,500 3,750 8,750 *
Walt Lisa 200 60 140 *
Walthers Steve 13,500 4,050 9,450 *
Wangers Gordon 36,125 10,838 25,287 *
Ward George 1,100 330 770 *
Wartenbe Brent 1,750 525 1,225 *
Wartenbe 33,500 10,050 23,450 *
Wedman 45,500 13,650 31,850 *
Wegleitner Michael 37,500 11,250 26,250 *
Weill J. 600 180 420 *
Weiner Herb 20,000 6,000 14,000 *
Weiss Curtis 272,904 81,872 191,032 2.66%
Wellmack Construction 5,000 1,500 3,500 *
Wells William 12,500 3,750 8,750 *
Whan Sandra 300,727 90,219 210,508 2.93%
White Raymond 13,500 4,050 9,450 *
Whyte Peter 23,500 7,050 16,450 *
Wood Ian 20,000 6,000 14,000 *
Woodrow Terry 12,500 3,750 8,750 *
Young Lindsay 30,000 9,000 21,000 *
Zimmer Chris 1,000 300 700 *
Zimmer Ruth 1,000 300 700 *
Zurrin A. 500 150 350 *
Zurrin P. 500 150 350 *
</TABLE>

* Less than one percent.
(1) Includes options that are exercisable within 60 days.
(2) Assumes the sale of all offered shares of common stock under this
offering and prior to the issuance of common stock under our prior
company offering.
(3) John Davis is a former Director of Alttech Development Corp.
(4) Robert Janes is Chief Technical Officer, Treasurer and Director of
Alttech.
(5) Eileen MacQueen is Chief Operations Officer, Secretary and Director of
Alttech.
(6) Doug Scott is a former Director of Alttech.
(7) Cynthia Spraggs is a Director of Alttech.
(8) Andrea Taggart is President, Chief Executive Officer and Director of
Alttech.

14
<PAGE>
PLAN OF DISTRIBUTION

The sale or distribution of the common stock covered by this prospectus may be
effected directly to purchasers by the selling shareholders or from time to time
in the over the counter market on the OTC Bulletin Board at prices and at terms
prevailing at the time of sale. The shares may be sold by one or more of the
following methods:

- a block trade in which the broker or dealer so engaged will attempt to
sell the shares of common stock as an agent, but may position and resell
a portion of the block as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resales by that broker
or dealer for its own account pursuant to this prospectus;
- an over-the counter-distribution in accordance with the rules of the OTC
Bulletin Board;
- in ordinary brokerage transactions or transactions in which the broker
solicits purchasers;
- in transactions otherwise than on any stock exchange or in the
over-the-counter market; and
- pursuant to Rule 144.

Any of these transactions may be effected at market prices prevailing at the
time of sale, at prices related to the prevailing market prices, at varying
prices determined at the time of sale or at negotiated or fixed prices, in each
case as determined by the selling shareholder, or by agreement between the
selling shareholder and underwriters, brokers, dealers or agents, or purchasers.
There is no assurance that any of the selling shareholders will sell any or all
of the shares offered by them.

In effecting the sales, brokers or dealers engaged by the selling shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the selling shareholders in amounts to be
negotiated prior to the sale. The selling shareholders, and any brokers,
dealers or agents that participate in the distribution of the shares may be
deemed to be underwriters, and any profit on the sale of the common stock by
them and any discounts, concessions or commissions received by any underwriters,
brokers dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.

Under the securities laws of certain states, the shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in that state or an exemption from registration or
qualification is available and is met.

The offer and sale of the common stock offered under this prospectus will
commence after we close our direct offering of 500,000 shares and the
registration statement that includes this prospectus becomes effective. There
are no pre-existing contractual agreements for any person to purchase the
shares.

LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding or litigation and none of our
property is the subject of a pending legal proceeding. Further, our officers
and directors know of no legal proceedings against us or our property
contemplated by any governmental authority.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

The following table sets forth the name, age, and position of each Director and
Executive Officer of Alttech:

NAME AGE POSITION
Andrea L. Taggart 29 Director, President and Chief Executive Officer
Robert W. Janes 42 Director, Chief Technical Officer and Treasurer
Eileen MacQueen 57 Director, Chief Operations Officer and Secretary
Sam Henry 50 Chief Financial Officer
Cynthia Spraggs 43 Director

15
<PAGE>
Andrea Taggart, Eileen MacQueen and Albert Klychak represented the first Board
of Directors following the consummation of the Share Purchase Agreement between
Lexus Capital Inc., and Alttech Development Corporation (formerly Alttech
Ventures Corporation). Albert Klychak was appointed to the Board of Directors
in February, 2000. Andrea Taggart and Eileen MacQueen began serving in June
2000. Robert W. Janes and Cynthia Spraggs were appointed to the Board in
September 2000. Albert Klychak resigned as a director in November 2000.

Each director will serve staggered terms of one, two, or three years and until
their successors are elected and qualified. Officers will hold their positions
at the pleasure of the Board of Directors, absent the terms of any employment
agreement.

There are no arrangements or understandings between the directors and officers
of Alttech and any other person pursuant to which any director or officer was or
is to be selected as a director or officer. In addition, there are no
agreements or understandings for the officers or directors to resign at the
request of another person and the above-named officers and directors are not
acting on behalf of nor acting at the direction of any other person.

ANDREA L. TAGGART - DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER

Ms. Taggart co-founded Alttech Development Corporation (a British Columbia
corporation formerly named Alttech Ventures Corporation) with Eileen MacQueen in
June 1996. She has served as a Director and President of the company since its
inception. Ms. Taggart was appointed to the Board of Directors, and became
President and Chief Executive Officer of Alttech Ventures Corp. (a Nevada
corporation formerly named Lexus Capital Inc.) subsequent to the consummation of
the Share Purchase Agreement between Lexus Capital Inc. and Alttech Development
Corp. in May 2000. Ms. Taggart has been involved with high-technology start-up
ventures since 1994, serving as Vice President and director of MacQueen-Taggart
Resources, Inc. since 1995. Ms. Taggart is ultimately responsible for all
facets of the company. Ms. Taggart focuses 100% of her working energies on
Alttech.

ROBERT W. JANES - DIRECTOR, CHIEF TECHNICAL OFFICER AND TREASURER

Mr. Janes has served Alttech in the capacity of technical consultant since the
company's inception. In July 1999, Mr. Janes was appointed to the Board of
Directors of Alttech Development Corp, and in September 2000, Mr. Janes was
appointed as Chief Technical Officer and Director of Alttech Ventures Corp. In
December 2000, Mr. James was appointed Treasurer. Mr. Janes has been involved
with computer sciences since the late 1970s, and participated in the early
development of Internet-based technology working with Nirv Centre (later
acquired by OpenText). Mr. Janes' background includes extensive experience in
the high-technology sector, and he has previously held positions with the
University of Toronto (1975 - 1989) and Primus Canada (1995 - 2000, Manager,
Systems Information).

EILEEN MACQUEEN - DIRECTOR, CHIEF OPERATIONS OFFICER AND SECRETARY

Ms. MacQueen co-founded Alttech along with Andrea Taggart in 1996. She is
responsible for overseeing all internal aspects of the company's operations,
including administration, human resources and corporate compliance and
governance matters. Ms. MacQueen has been President and Chief Operating Officer
of MacQueen-Taggart Resources since 1995. Ms. MacQueen has also held senior
management positions in both the private and public sectors, most recently with
the Ministry of the Attorney General of British Columbia.

SAM HENRY - CHIEF FINANCIAL OFFICER

Prior to joining Alttech as its Chief Financial Officer in April 1999, Mr. Henry
served as Chief Financial Officer of Asia Pacific Telecommunications Corporation
from 1995 to 2000 and controller of Vertigo Technology, a software development
company from 1994 to 1997. Mr. Henry's professional background includes dealing
with budgets up to $50 million, corporate acquisitions, management and corporate
compliance reporting for publicly-traded companies.

16
<PAGE>
CYNTHIA SPRAGGS - DIRECTOR

Ms. Spraggs has been a Director of Alttech since September 2000. She has been
President and Director of BP Trade since May 1999. From May 1994 to May 1999,
Ms. Spraggs served as President of McNaughton Consulting. Since 1994, Ms.
Spraggs has consulted on technology management issues in both the United States
and Canada, and has managed in excess of $200 million in technology acquisitions
and contracts. She has been involved with technology ventures since 1981 as a
systems analyst supporting the brokerage offerings for Control Data in
Vancouver. Subsequently, with BC Tel, Ms. Spraggs managed telecommunications for
the Vancouver Stock Exchange and Georgia Pacific Securities. With Bell Data
Systems, she worked closely with Richardson Greenshields in 1986 to develop an
early ISDN brokerage system in conjunction with Manitoba Telephone Systems. With
CGI Group, as acting Director of the BC Branch, Ms. Spraggs was responsible for
the financial modeling and analysis for the Vancouver Stock Exchange BPR project
in 1994.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 30, 2000, our outstanding common
stock owned of record or beneficially by each executive officer and director and
by each person who owned of record, or was known by us to own beneficially, more
than 5% of our common stock, and the shareholdings of all executive officers and
directors as a group. As of September 30, 2000, we had 7,186,250 shares of
common stock issued and outstanding.

<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
NAME OWNED SHARES OWNED
-------------------------------------------------------------------- --------- --------------
<S> <C> <C>
Andrea L. Taggart (1)
Chief Executive Officer, President and member of the Board of
Directors 1,685,900 23.4%
Robert W. Janes (2)
Chief Technical Officer, Treasurer and member of the Board of
Directors 65,000 *
Eileen MacQueen (3)
Secretary and member of the Board of Directors 984,000 13.7%
Sam Henry (4)
Chief Financial Officer 60,000 *
Cynthia Spraggs (5)
Member of the Board of Directors 60,000 *
All Executive Officer and Directors as a Group (6) - 5 individuals 2,854,900 38.8%
</TABLE>

Except as noted below, all shares are held of record and each record shareholder
has sole voting and investment power.

* Less than one percent.

(1) Ms. Taggart's business address is the same as Alttech's executive offices in
Richmond, British Columbia.

(2) Includes 50,000 options that are currently exercisable. Mr. Janes's
business address is the same as Alttech's executive offices in Richmond, British
Columbia.

(3) Ms. MacQueen's business address is the same as Alttech's executive offices
in Richmond, British Columbia.

(4) Includes 60,000 options that are currently exercisable. Mr. Henry's
business address is the same as Alttech's executive offices in Richmond, British
Columbia.

(5) Includes 60,000 options that are currently exercisable. Ms. Spraggs's
business address is the same as Alttech's executive offices in Richmond, British
Columbia.

(6) Includes 170,000 options that are currently exercisable.

17
<PAGE>
Alttech's executive offices are located at 13511 Vulcan Way, Richmond, British
Columbia, Canada V6V 1K4.

There are no arrangements known to Alttech, the operation of which may result in
a change of control of the company.

DESCRIPTION OF SECURITIES

The following is a description of the material terms of our capital stock. This
description does not purport to be complete and is subject to and qualified in
its entirety by our articles of incorporation and bylaws, which are included as
exhibits to the registration statement that include this prospectus, and by the
applicable provisions of Nevada law.

Our authorized capital stock consists of 160,000,000 shares of common stock, par
value $0.001 per share, and 40,000,000 shares of preferred stock, par value
$0.001 per share.

COMMON STOCK

Each record holder of common stock is entitled to one vote for each share held
on all matters properly submitted to the shareholders for their vote. The
articles of incorporation do not permit cumulative voting for the election of
directors, and shareholders do not have any preemptive rights to purchase shares
in any future issuance of Alttech's common stock.

Because the holders of shares of Alttech's common stock do not have cumulative
voting rights, the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose. In such event, the holders of the remaining shares will not be
able to elect any of our directors.

The holders of shares of common stock are entitled to dividends, out of funds
legally available therefor, when and as declared by the Board of Directors. The
Board of Directors has never declared a dividend and does not anticipate
declaring a dividend in the future. In the event of liquidation, dissolution or
winding up of our affairs, holders are entitled to receive, ratably, the net
assets of the company available to shareholders after payment of all creditors.

Under our articles of incorporation, only the Board of Directors has the power
to call a special meeting of the shareholders, thereby limiting the ability of
shareholders to effect a change in control of the company by changing the
composition of its Board.

All of the issued and outstanding shares of common stock are duly authorized,
validly issued, fully paid, and non-assessable. To the extent that additional
shares of Alttech's common stock are issued, the relative interests of existing
shareholders may be diluted.

PREFERRED STOCK

The Board of Directors may determine, in whole or in part, the preferences,
limitations and relative rights, within the limits set forth by the laws of the
state of Nevada, or any successor statute, of any class of its preferred stock
before the issuance of any shares of that class or one or more series within
that class before the issuance of any shares of that series.

This is an anti-takeover measure. The Board of Directors has exclusive
discretion to issue preferred shares with rights that may trump those of its
common stock. The Board of Directors could use an issuance of preferred stock
with dilutive or voting preferences to delay, defer or prevent common stock
shareholders from initiating a change in control of the company or reduce the
rights of common stockholders to the net assets upon dissolution. Preferred
stock issuances may also discourage takeover attempts that may offer premiums to
holders of the company's common stock.

18
<PAGE>
INTEREST OF NAMED EXPERTS AND COUNSEL

Neither Elliott Tulk Pryce Anderson nor Ogden Murphy Wallace, PLLC was employed
on a contingent basis in connection with the registration or offering of our
common stock.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

In accordance with Nevada law, our Articles of Incorporation, filed as Exhibit
3.1 to the registration statement that includes this prospectus, provide that
the company may indemnify a person who is a party or threatened to be made a
party to an action, suit or proceeding by reason of the fact that he or she is
an officer, director, employee or agent of the company, against such person's
costs and expenses incurred in connection with such action so long as he or she
has 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 company, and, in the case of
criminal actions, had no reasonable cause to believe his or her conduct was
unlawful. Nevada law requires a corporation to indemnify any such person who is
successful on the merits or defense of such action against costs and expenses
actually and reasonably incurred in connection with the action.

Our bylaws, filed as Exhibit 3.2 to the registration statement that includes
this prospectus, provide that the company will indemnify its officers and
directors for costs and expenses incurred in connection with the defense of
actions, suits, or proceedings against them on account of their being or having
been directors or officers of the company, absent a finding of negligence or
misconduct in office. Our bylaws also permit the company to maintain insurance
on behalf of its officers, directors, employees and agents against any liability
asserted against and incurred by that person whether or not the company has the
power to indemnify such person against liability for any of those acts.

DESCRIPTION OF BUSINESS

OVERVIEW

- let users assign and embed digital codes into intellectual property
materials on the Internet,

- authenticate and search for files based on embedded codes, and

- broker intellectual property transactions.

Alttech Ventures Corp. is a Nevada corporation. We are headquarterd and have
our principal business offices at 13511 Vulcan Way, Richmond, British Columbia,
Canada V6V 1K4.

CORPORATE HISTORY

We have historically conducted our operations through Alttech Development
Corporation, a British Columbia corporation that was previously named Alttech
Ventures Corporation. Alttech Development was formed June 25, 1996, and has
been devoted to developing our suite of intellectual property management tools
since it was formed. Alttech Development will continue as the Canadian
operating subsidiary in our corporate group.

Alttech Ventures Corp., a Nevada corporation that was previously named Lexus
Capital Inc., is the parent company in our corporate group and the issuer of
common stock in this offering. Alttech Ventures owns 100% of Alttech
Development by virtue of a voluntary share exchange transaction that closed on
May 25, 2000. Around the same time as the voluntary share exchange, Alttech
Ventures raised some capital that was ultimately converted into common stock.
Taking all of these transactions into account, our capital structure has
developed as follows:

19
<PAGE>
Shares
-------------
Original Alttech Ventures shareholders 2,500,000
Former Alttech Development shareholders 4,142,425
New private placement investors 543,825
-------------
7,186,250
=============

All of our current directors were directors of Alttech Development prior to the
voluntary share exchange transaction.

Alttech Ventures also owns 100% of TagTech Corporation, a Washington state
corporation, which will serve as the U.S. operating subsidiary in our corporate
group. TagTech has not yet undertaken any operations. The original business
plan of Alttech Ventures, then known as Lexus Capital, was to acquire the rights
to a wheeled snow shovel and then market it.

INDUSTRY OVERVIEW

We believe that the increasing popularity of the Internet, and its use as a tool
for sharing intellectual property, creates a demand for our suite of
intellectual property management tools.

The Internet is a global cooperative of computers and computer networks, which
are managed by private and public sector organizations, educational
institutions, individuals, and businesses. The basic feature of the Internet is
that it allows individuals and organizations to communicate electronically and
globally by accessing and sharing information.

Information is exchanged between computers for a variety of purposes. These
purposes may include, but are not limited to: the sharing of ideas, transferring
of data between two or more locations, publishing of creative works, conducting
commercial activities and transactions, and performing research.

The Internet is comprised of many different, typically inter-related, components
including electronic mail and the World-Wide-Web. The Internet maintains its
founding characteristics of being highly decentralized and not controlled by any
national government or other central authority.

The World-Wide-Web, commonly referred to as "the Web," is a vast array of
information presented in graphical, textual, audio, and/or video formats. A "Web
page" is a document on the World-Wide-Web, consisting of an HTML file and any
related digital files, often containing text and graphics, and which may be
linked to audio, video and executable computer applications. A "Web site" is a
collection of inter-related, and typically inter-linked, individual Web pages.
A "link" is a specific code which allows a particular word, phrase, graphic, or
other item published on the Web page to lead to another Web page or Web site, if
selected and clicked by the user.

The Web can be accessed using software that allows non-technical users to
exploit the capacities of the Internet. The development of technology and
associated easy-to-use software has made the Internet and the Web easier to
navigate and more accessible to an increasing number of users.

The growth of the Internet has resulted in a large amount of unstructured
information being published on the Web. According to Internetindicators.com
(NEC), there are already 800 million Web pages on the Internet. NEC estimates
that the number of Web pages will increase from 320 million in 1997 to over 9.1
billion in 2002, and, as of January 2000, Inktomi Corporation reported that the
number of Web pages had already exceeded 1 billion.

As each Web page may contain information presented in textual, graphical, audio
and/or video formats, the quantity of individual pieces of intellectual property
published on the Web is already immense.

20
<PAGE>
MARKET OPPORTUNITY

The growth of the Internet offers a modern venue for widespread and rapid
distribution of intellectual property published in digital format. Such growth
has magnified the concern for the protection of intellectual property. Several
studies conducted on copyright infringements highlight the potential market for
protection of copyrights to digital materials. For example, the U.S.
Government Printing Office via GPO Access reports that copyright losses exceed
$2 billion a year. The International Intellectual Property Alliance reported in
February 1999 that copyright piracy in 62 countries caused at least $12.4
billion in trade losses in 1998, up from $6 billion in trade losses due to
copyright piracy in 1995. As evidenced by these and other statistics, the need
for effective copyright management systems is growing, especially in light of
the consistent growth of intellectual property published on the Internet.

In addition, with the introduction of the Digital Millennium Copyright Act of
1998, online service providers are required to institute policies and procedures
for providing a mechanism to ensure that the online service provider does not
host intellectual property materials on their computers and networks that have
been published without permission from the copyright holder.

The size of this potential market is difficult to accurately measure, although a
1999 study conducted by Economists Incorporated reported that "for the eighth
straight year, the U.S. copyright industries continue to be one of the fastest
growing segments of the U.S. economy." This study also reported that in 1997,
the copyright industries contributed approximately $500 billion to the U.S.
economy, representing an increase of 7.2% from 1996. "Copyright industries," as
defined in this study, are those "core industries and portions of many other
industries that either create, distribute, or depend upon copyrighted works."
Examples of such "copyright industries" include: video, audio, software and book
retail sales; the motion picture industry; the music, book, newspaper and
journal publishing industries; and the computer software industry. The
potential market for our products and services may include developers and owners
of all forms of intellectual property who publish their digital work on the
Internet and want to protect their copyright to such materials.

THE ALTTECH SOLUTION

We believe that a market exists for a turnkey approach to managing the
dissemination, use and security of intellectual property published on the
Internet. We have devised a suite of tools that we are in the process of
commercializing that will serve as a digital copyright management system for
intellectual property published on the Internet. Our tools are designed to:

- let users assign and embed digital codes in all types of file formats,
- authenticate and search for files based on embedded codes, and
- broker intellectual property transactions.

Our suite of tools will be available by accessing our website,
http://www.iptag.com.

We believe that attracting our potential customers to our website to try our
suite of tools is of paramount importance. For this reason we will provide web
hosting services. Web hosting services are a well-defined and well-recognized
market. In general, in return for an initial set-up fee and then a monthly
service fee, a web hosting company will allow customers to maintain, store and
connect websites to the Internet without purchasing and administering the
necessary hardware, software and Internet connectivity they would need to create
and host the websites themselves.

Our plan is to initially offer web hosting - plus our suite of intellectual
property management tools - at a price that competes with companies that offer
just web hosting services. As we gain an understanding of the popularity and
price sensitivity of our various tools, we will bundle different packages of
tools that will be priced at a premium to the basic web hosting service. We do
not plan for our primary business to be web hosting, and ultimately we expect
that our customers will buy tool packages and services from us even though their
websites may be hosted elsewhere.

OUR PRODUCTS AND SERVICES

21
<PAGE>
Our suite of tools, known as the TagTech system, offers products and services
for publishing and managing intellectual property materials on the Internet.
The TagTech system is comprised of core software applications that assign and
embed digital signatures into intellectual property materials, a
graphical-user-interface, and a communications infrastructure of computer
software scripts that tells the core software applications how to operate. Core
software applications are housed on our internal computer servers.

Our existing TagTech system offers users the ability to perform the basic tasks
associated with intellectual property management, including:

- publishing materials on the Internet,
- assigning a unique code to each intellectual property material in any
type of digital file format (e.g., graphic files, audio files, video
files, text files, and executable program files),
- embedding information into selected intellectual property materials,
- registering intellectual property materials, and
- conducting manual searches to identify and authenticate previously
registered intellectual property materials.

We consider our TagTech products to consist of those versions of core
applications that will be available for downloading by users, while we consider
our services to be those applications that are housed on our own servers and
that can be accessed and processed while a user is connected to our computer
servers.

- INTELLECTUAL PROPERTY MANAGEMENT SERVICES

Assigning and Embedding Digital Codes
-----------------------------------------

TagTech has three distinct, yet inter-related software applications for
assigning and embedding digital codes: Fingerprinting, Tagging and
Watermarking. Our customers may choose one or all of these applications to
protect and manage their intellectual property. This choice will be dependent
on the customer's intended use of the protected digital material, and the type
of file format used. These core services will allow customers to identify,
register, and imprint intellectual property with an identifying code unique to
the registered users.

Fingerprinting: Fingerprinting is the process of assigning a unique number
that describes, identifies and registers the contents of a digital file in any
format. The numerical digits of a file are examined and condensed into a unique
number that is then assigned as that specific file's unique 'digital
fingerprint'. Once the fingerprint is assigned, it is entered into our registry
of digital fingerprints, providing evidence of date, time, creation, and
ownership of the intellectual property contained with, and represented by, the
digital file.

Tagging: Tagging is the process of inserting any information into a
digital file for the purpose of identification and/or classification. An
informational "tag" is inserted into a digital file in order to identify the
file and/or to classify the file's contents. Typically, such an informational
"tag" is inserted into the file header, making the "tag" itself visible to
computers running applications capable of identifying and reading the
information that has been inserted.

Watermarking: Watermarking is the process of inserting, either visibly or
imperceptibly, a code into a digital file for the purpose of identification and
authentication. A digital image is analyzed to determine where a code
identifying the owner, creator, or licensee, could easily be hidden. Upon
completion of this step, pixel values of the digital image are adjusted slightly
in correspondence with the code. This code (watermark) is either visible or
imperceptible to the human eye, but in both instances may be detected and
interpreted by a computer.

Digital Code Searching & Authentication
-------------------------------------------

In addition to the capacity of assigning and embedding digital codes into
digital files containing intellectual property materials, the TagTech system has
an application called TagSpider. TagSpider is a search application that locates
copies of previously registered digital files and compares the digital code
found in the process of that search with digital codes stored in our database.
This search capacity is used to locate and authenticate ownership and/or license
rights to previously registered digital files containing intellectual property.

22
<PAGE>
Manual Searching: Manual searching is the directed process of locating and
authenticating digital files that have been fingerprinted, tagged, and/or
watermarked. Tracking software, sometimes referred to as "search-bots" or
"track-bots", is manually directed by a person to a specific location (a place
on the Internet or a local computer which contains digital files), where it
searches for digital files containing identifying codes that have been generated
by our technology. When a TagTech applied code is located, the information
contained within that code is cross-referenced with our database of registered
digital files to determine and/or authenticate the registered owner of the
digital file.

Automatic Searching: The automatic, or random, process of locating and
authenticating digital files that have been fingerprinted, tagged, and/or
watermarked. Tracking software, or "track-bots," that have been developed to
identify and authenticate digital files containing a TagTech fingerprint, tag,
or watermark, randomly search the Internet. Upon locating a TagTech
fingerprint, tag, or watermark, the track-bot then cross-references the
information contained in the digital file with our database of registered
intellectual property to ensure that the digital file is authorized to be
located and used where it was found by the track-bot. If the registered owner
of the digital file had not previously specified that their property was
authorized to be located and used at the site where it was found, an email
message notifies the registered owner of a possible misappropriation or
reproduction of their property.

Internet-Based Brokerage
-------------------------

We anticipate providing an intermediary service between buyers and sellers of
intellectual property, allowing customers the ability to list their registered
intellectual property materials for sale or licensing on the TagTech server.

An Alttech customer may authorize us to sell or to license a copy of their
digital material(s) to a third party who has offered to purchase the same
digital material(s). Our brokerage system will then automatically purchase or
license a copy of the digital material and then resell or sublicense that copy
to the purchaser.

- INTELLECTUAL PROPERTY MANAGEMENT PRODUCTS

We intend to provide our TagTech applications as products to those users who
choose to download, install, and use the applications on their own computer
servers.

- INTELLECTUAL PROPERTY PUBLISHING SERVICES (INCLUDING WEB HOSTING)

In conjunction with using TagTech's intellectual property management products
and services, customers will be able to publish their personal or business web
sites on TagTech's server. Web sites may contain intellectual property
materials such as text, graphics, audio, video, and executable files.

We initially intend to act as a web host provider for a nominal annual fee,
although we do not plan for our primary business to consist of web hosting in
the future. Web hosting is a recognized service that customers pay for that
allows them to create and maintain high quality, sophisticated websites without
purchasing, configuring, maintaining and administering the necessary hardware,
software and Internet connectivity they would need to create and host the
websites themselves.

Many companies offering web hosting have achieved success in a relatively short
period of time. For example, HyperMart, a web hosting company formed in 1996
reports on its website http://www.hypermart.net, that its client base consists
------------------------
of over one million members. Bizland, Inc., another web hosting company that
launched in the third quarter of 1999, reports on its website
http://www.bizland.com, that its client base consisted of 250,000 members by the
----
first quarter of 2000 and of 500,000 members by the second quarter of 2000.

MARKETING AND SALES

Since inception, we have focused on the design and development of new
technologies, and we have not yet been actively engaged in the marketing and
sales of our products and services. Our existing customers have been acquired
as the result of random searching by the customers for our services. Commencing

23
<PAGE>
in the fourth quarter of 2000, we intend to begin the active marketing of our
TagTech system. We expect our promotional efforts to initially focus on
broad-based marketing and targeted marketing initiatives, both of which direct
customers to our website, www.iptag.com, where customers can pay a nominal
annual fee for web hosting. We plan to offer our web hosting services at a
competitive price, with the additional benefit that those customers who use our
web hosting services will be allowed to use our suite of intellectual property
management tools for free. As we gain a better understanding of the popularity
and price sensitivity of our various tools in the TagTech system, we will bundle
different packages of tools that will be priced at a premium to our basic
web-hosting service. We do not expect or plan for our primary business to be
web hosting, and we ultimately expect our customers to buy tool packages and
services from us even though their websites may be hosted elsewhere.

BROAD-BASED MARKETING

To reduce the risk of expending large amounts of capital on useless promotion,
our initial broad-based marketing efforts of TagTech will be focused on
contacting groups of Internet users we believe are likely to want to use our
services. Our goal is not to reach the largest possible audience at the onset,
but to test the viability of our market penetration strategies with initiatives
that can be adequately tracked, monitored and analyzed. This broad-based
marketing effort will focus on distributing industry and market-specific
promotional materials through an average of 100 distinct Internet portals per
month for each month through January 2001. Such "portals" will include
commercial and non-commercial websites operated by third parties, online
communities, newsgroups, and discussion forums, search engines and resource
listings. The portals will be selected and identified based on their subject
matter, so that there is an increased probability that their users would be
interested in our TagTech products and services.

TARGETED MARKETING

Our targeted marketing efforts will involve the process of collecting data on
individual prospective customers to define their type of business, the specific
needs that TagTech products and services can be applied to, and related
information. Subsequent to this process of gathering relevant data, we will
individually modify our promotional material templates and make direct contact
with prospective customers through telephone, mail and e-mail.

Although a more time-intensive and costly method of reaching individual
prospective customers, we anticipate that our targeted marketing efforts will
achieve a higher percentage success rate compared to broad-based marketing
initiatives. This assumption is based on our belief that direct marketing
efforts will be able to more effectively gain consumer confidence in TagTech
products and services.

COMPETITION

We are unaware of any direct competition to our turnkey system for the
publishing and management of intellectual property on the Web. However, several
companies and government agencies present indirect competition within the
market.

Government bodies, such as the United States Copyright Office and the Canadian
Intellectual Property Office, provide the service of registering copyrights.
These government authorities do not verify ownership, provide protection against
unauthorized use, track the usage of registered intellectual property, or
provide legal support or protection in cases of dispute. In some instances,
such as with the Canadian Intellectual Property Office, these government
agencies do not even verify that a work being registered actually exists (e.g.
the Canadian Intellectual Property Office does not require a copy of the work to
be sent with the application for registration as this government agency does not
have the mandate to collect and compile copyright materials).

Registration with any government body is not required in order to have "the
right to copy" intellectual property. Rather, the singular benefit of
registration of copyright is that the owner of the work obtains a certified date
of copyright registration. Effectively, such government agencies provide the
registration process as a means of establishing a particular date at which an
individual or entity claims to have copyright of a particular work. Other
methods of establishing the date of claim to a copyright, with comparable
effectiveness, include sending a copy of the original work via certified mail,
or simply having a second person witness the date of copyright.

24
<PAGE>
Some of the commercial organizations that offer indirect competition to our
turnkey system for the publishing and management of intellectual property sell
"watermarking technology" exclusively, and most are focused on selling complex,
highly customized, systems to major corporations. We do not believe that
"watermarking" a digital file exclusively provides adequate protection against
infringement and misappropriation. The following are some of our indirect
competitors who provide watermarking embedding technology software:

Digimarc - Digimarc supplies a "plug-in" (additional feature)
application to third party graphics programs such as CorelDraw and Adobe to
embed copyright information into images. Digimarc also offers the service
of possibly tracking usage of graphical images online through their
"MarcSpider" technology that apparently tracks for images that have been
watermarked using Digimarc's application. Some of Digimarc's applications
have been "hacked" (the code has been broken by other computer programmers,
so that the technology is not secure) by third parties, and in the spring
of 2000, Digimarc released its "MediaBridge" technology, which now appears
to be Digimarc's market focus. "MediaBridge" embeds codes into printed
materials for use in advertising campaigns. We are not aware of any other
services or products offered by Digimarc that would make Digimarc a direct
competitor to our turnkey system for management of Intellectual Property.

MediaSec - MediaSec has operations in Germany and Rhode Island.
According to the company's Web site located at www.mediasec.com, MediaSec
specializes in the development, commercialization and licensing of
"data-hiding" applications and "digital watermarking technologies." We are
not aware of any other services or products offered by MediaSec, such as
publishing, tracking, and brokerage services that would make MediaSec a
direct competitor to our turnkey system for management of intellectual
property.

Signafy.com - Funded by NEC, Signafy.com offers an embedding
technology requiring that the original image is presented for comparison in
order to detect and read Signafy's watermark.

We believe that other, presently indirect competitors also exist, and that these
would include any Internet or Web-based organization that provides the
service(s) of Web page hosting, brokeraging, collecting or compiling, and
searching for or tracking any form of intellectual property. We are not,
however, aware of any group or organization that offers the range of products
and services that comprise our turnkey approach to managing intellectual
property published on the Web.

INTELLECTUAL PROPERTY

TRADEMARKS

We have conducted an initial search of existing trademarks, and we intend to
file applications to register several trademarks for the TagTech system. These
trademark applications are expected to include the TagTech logo, which is
described as being two letter T's inside of two circles, the name TagTech,
FingerPrint, and TagSpider.

PATENTS

Although we do not currently have any patents or applications pending, we
believe some of our technology is patentable, and we intend to pursue our patent
applications in the future.

EMPLOYEES

We currently have a total of 15 full-time paid employees. Of these employees,
three are engaged in the area of corporate development and marketing, two are
administrative personnel and the remaining ten employees are involved in the
technical development and technical operations.

RESEARCH AND DEVELOPMENT

Over the past two fiscal years, we spent $59,111 on research and development,
and a further $175,422 during the nine months ended September 30, 2000. To date
our primary activities have consisted of raising capital and research and
development so that we can implement our business plan and sustain operations.

25
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with our
audited financial statements and notes thereto for the years ended December 31,
1999 and 1998, our unaudited consolidated financial statements and notes thereto
for the nine months ended September 30, 2000, and other financial information
appearing elsewhere in this prospectus.

OVERVIEW

We are a development stage company in the process of commercializing a suite of
software tools known as the TagTech system that will serve as a digital
copyright management system for intellectual property published on the Internet.
We plan to initially attract customers to our intellectual property products and
services by offering web hosting for a competitive fee. Customers who subscribe
to our web hosting service will also have access to our suite of intellectual
property management tools.

Our suite of tools is designed to:

- let users assign and embed digital codes into intellectual property
materials on the Internet,
- authenticate and search for files based on embedded codes, and
- broker intellectual property transactions.

We plan to market our web hosting service and suite of tools by making direct
contacts with potential customers and by placing advertisements on websites that
direct customers to our website. As we gain market acceptance, we plan to price
our intellectual property suite of tools at a premium to our web hosting
service.

We have not generated any revenues to date. We launched our website,
www.iptag.com, on November 8, 2000. Initially we expect to generate revenues
-------------
from an annual web-hosting fee. The amount of revenue that we generate will
depend on the number of customers whose websites we host.

Customers will be able to use our suite of tools free of charge during an
introductory offer period. As we monitor the popularity of our various tools,
we will begin to charge for tools when introductory offers expire. Our plan is
to determine the tool packages and price levels that will allow us to maximize
revenue. Because we are uncertain about the extent of market acceptance for our
tools, we cannot predict the factors that might cause revenues associated with
particular tools or packages of tools to fluctuate.

Our operational efforts have been focused on developing our suite of tools.
This effort will be ongoing, and the expenses associated with development will
continue to be mainly salaries. We will need to maintain the infrastructure to
host websites and make our tools and their related services available, which
will consist mainly of enhanced telecommunications and technical support
expenses. We will need to launch our web-hosting service and suite of tools,
which we expect to result in significant selling and marketing expenses.

BASIS FOR PRESENTATION OF FINANCIAL INFORMATION

Our financial statements effectively present our results of operations as a
continuation of Alttech Development Corp. On February 18, 2000, Alttech Ventures
(then known as Lexus Capital, a Nevada corporation) entered into a binding Share
Purchase Agreement with Alttech Development Corp. (then known as Alttech
Ventures Corporation, a British Columbia corporation) and its shareholders,
pursuant to which the parties agreed to complete a share exchange transaction
that resulted in a reverse takeover of Alttech Ventures by Alttech Development.
On May 25, 2000, Alttech Ventures issued a total of 4,142,425 shares in exchange
for all of the voting common shares of Alttech Development Corp.

For accounting purposes the acquirer is Alttech Development Corp., as greater
than 50% of the issued and outstanding common shares of Alttech Ventures at date
of acquisition were owned by the shareholders of Alttech Development Corp. As
Alttech Development Corp. is the legal subsidiary of Alttech Ventures the nature
of the business combination is a reverse takeover whereby the control of Alttech
Ventures is acquired by Alttech Development Corp. The consolidated financial
statements are issued under the name of Alttech Ventures but are a continuation
of Alttech Development Corp. and not Alttech Ventures. The legal capital
structure remains that of Alttech Ventures but the shareholders' equity of
Alttech Development Corp. has replaced the shareholders' equity of Alttech
Ventures. Similarly, Alttech Ventures's statements of operations and cash flows
represent a continuation of Alttech Development Corp.'s financial statements.

26
<PAGE>
PLAN OF OPERATION

At September 30, 2000, we had approximately $570,000 of cash. We hold the
majority of our cash in Canadian currency, and we pay most of our expenses in
Canadian currency. During our product launch and roll-out we expect that our
monthly cash expenditures will be approximately $CN120,000. At this rate, we
anticipate that our existing cash reserves will sustain our operations through
March or April of 2001, at the latest.

Because we may face unforeseen difficulties, and because we may not begin to
realize revenues as quickly as we project, we have determined that we should
seek to raise capital in this offering. If we raise only $1,000,000 of the
$2,250,000 we seek to raise through this offering, we believe that we will be
able to conduct our operations through December 31, 2001, even if we realize no
revenues. We also have determined that we should seek to raise capital in this
offering because we will need working capital if our growth exceeds our
expectations.

We plan to begin realizing revenue in the first quarter of 2001. We have
already launched our website that we will use to deliver our services. We have
also put into motion our marketing strategy, which consists of both a
broad-based approach and a targeted approach. Our marketing strategy
anticipates some lag time between its launch and its results.

In our broad-based marketing, each month we plan to select 100 portals that have
the potential to expose 2,500 prospective customers to our promotional materials
during the month we advertise on the portal. We assume, then, that the average
monthly total of prospective customers exposed to our promotional materials will
be approximately 250,000. Our sales projections include the assumption that 1%
of those reached through our broad-based marketing initiatives will select us to
host their websites. We expect the average monthly total of new customers
generated as a result of our broad-based marketing initiatives to be
approximately 2,500. We expect to begin our broad-based marketing in January
2001.

In our targeted marketing, we expect that through January 2002, we will be in
direct contact with an average of 5,000 prospective customers per month. Our
sales projections include the assumption that 5% of those contacted through our
direct marketing activities will select us to host their websites. The average
monthly total of new TagTech customers to be generated as a result of our direct
marketing initiatives is 250. We expect to begin our targeted marketing in
January 2001.

In our projections we have assumed that we will add web-hosting customers at
these rates for approximately 10 months of calendar year 2001, providing us with
approximately 27,500 new customers during 2001. We believe that this goal is
achievable based on the experience of other web-host providers, such as
hypermart.net and bizland.com, each of which reports that it has in excess of
one million customers. Hypermart.net achieved this goal over a four-year period
which commenced in 1996. Bizland.com, which was launched in the third quarter
of 1999, reported that they exceeded 250,000 customers by the first quarter of
2000, and 500,000 customers by the end of the second quarter.

Pricing in the web-hosting industry varies greatly, from a low of $1 per month
to as much as $2500 per month, depending on the type of service package.
Hypermart.net and bizland.com offer free web publishing services if customers
permit them to place a banner advertisement on each web page the customer
publishes, and they offer customers the ability to remove banner advertisements
in exchange for an annual fee of approximately $120. Many web host providers
also charge a set-up fee in addition to the recurring monthly or annual fee.

Based on the pricing practices in the web-hosting industry, we have decided to
set our annual fee with our introductory offer at $100 per year, with no set-up
fee. We recognize that our fee may not be the lowest available, but our goal is
not to attract anybody who might want to display a website. Instead, our goal
is to attract customers who are interested in our suite of tools by providing
them with the web-hosting service that they would need anyway, at a price that
is reasonable in the industry. We have not set a deadline by which we expect to
charge for our tools, and the timing of this step in our business plan will
depend on our experience with our customers' use of our tools.

27
<PAGE>
If our offering is reasonably successful and we achieve revenues that are even a
fraction of what we project, we believe we will have sufficient cash to fund our
operations for the next twelve months.

We believe that our current physical plant and cost structure will permit us to
host websites for approximately 40,000 customers. We could be forced to add
additional physical plant in locations distant from our technical facilities in
Richmond, BC, however, if the routing of Internet traffic causes delays or
disruptions for some or all of our customers.

We will continue to develop and upgrade our suite of tools. If we appear to be
on target to obtain 27,500 web hosting customers during 2001, we anticipate that
we will add approximately ten employees, most of whom will be technical
development and marketing staff.

RESULTS OF OPERATIONS

As we have taken our suite of tools from the concept stage to commercialization,
we have increased our number of software developers. As a result, an increase
in salaries and benefits comprised most of the increase in research and
development expense to approximately $175,000 for the nine months ended
September 30, 2000 from approximately $59,000 in calendar year 1999. In
preparation of market launch, we have incurred selling and marketing expense of
approximately $87,000 for the nine months ended September 30, 2000, with no
corresponding amount in calendar year 1999. Our general and administrative
expenses have increased as well, due primarily to adding executives to the
payroll and retaining professional advisers to help us position ourselves for
this offering.

We had very little in the way of operating results in 1998 because most of the
work was developmental in nature and was done primarily by the founders without
compensation.

DESCRIPTION OF PROPERTY

Our current executive offices and technical facilities are located at 13511
Vulcan Way, Richmond, British Columbia, Canada V6V 1K4 and our telephone number
is (604) 232-1171. Our sublease of these premises covers 10,200 square feet.
It commenced August 1, 2000, and runs through June 30, 2002, at a lease rate of
$54,000 per year.

We believe that our present facilities will be suitable for the operation of our
business for the foreseeable future. The facilities are adequately insured
against perils commonly covered by business insurance policies.

We currently sublease our former headquarters and executive offices, located at
888-1199 West Pender Street, Vancouver, British Columbia, Canada for
approximately $32,000 per year. Our lease is for 2,476 square feet on an annual
basis from December 1, 1999, at a lease rate of $32,000 for the year. Our lease
and the sublease both run through January 2003.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

No director, executive officer or nominee therefor of Alttech, and no owner of
five percent or more of the company's outstanding shares or any member of their
immediate family has entered into or proposed any transaction with the company
in which the amount involved exceeds $60,000.

CERTAIN BUSINESS RELATIONSHIPS

No director or nominee for director is or has been during Alttech's last fiscal
year an executive officer or beneficial owner of more than 10% of any other
entity that has engaged in a transaction with Alttech in excess of 5% of either
company's revenues or assets.

28
<PAGE>
INDEBTEDNESS OF MANAGEMENT

There are no persons who are directors, executive officers of Alttech, nominees
for election as a director, immediate family members of the foregoing,
corporations or organizations (wherein the foregoing are executive officers or
partners, or 10% of the shares of which are directly or beneficially owned by
the foregoing), trusts or estates (wherein the foregoing have a substantial
beneficial interest or as to which the foregoing serve as a trustee or in a
similar capacity) that are indebted to Alttech in an amount in excess of
$60,000.

TRANSACTIONS WITH PROMOTERS

Andrea Taggart and Eileen MacQueen are founders of Alttech Development
Corporation, the British Columbia subsidiary of Alttech Ventures Corp. Ms.
Taggart and Ms. MacQueen formed Alttech Development on June 25, 1996 with an
initial capitalization of $CN7,500, for which they received 700,000 and 50,000
shares, respectively. On July 31, 1996, Ms. Taggart and Ms. MacQueen were
granted options to purchase 700,000 and 550,000 shares, respectively, priced at
$CN0.01 per share, to complete the initial capitalization of Alttech Development
by its founders. On October 15, 1996, Ms. Taggart and Ms. MacQueen each were
granted options to purchase 500,000 shares, respectively, in lieu of foregone
compensation, priced at $CN0.01 per share; the company did not independently
establish a value for these options when granted, and ultimately recognized
expense of approximately $CN10,000. Ms. Taggart and Ms. MacQueen exercised all
of their options by May 4, 1999. In the voluntary share exchange that closed on
May 25, 2000, Ms. Taggart and Ms. MacQueen received shares of Alttech Ventures
Corp. in exchange for their shares of Alttech Development Corporation on the
same 1-for-1 basis as all other shareholders of Alttech Development Corporation.

John Donaldson and Donna Lavigne are the founders of Alttech Ventures Corp. Mr.
Donaldson and Ms. Lavigne formed Alttech Ventures in 1999 with an initial
capitalization of $3,333, for which they received 277,784 and 277,777 shares,
respectively. Neither Mr. Donaldson nor Ms. Lavigne has any further association
with Alttech Ventures.

MARKET FOR COMMON STOCK

MARKET PRICE

There is no trading market for Alttech's Common Stock at present and there has
been no trading market to date. There is no assurance that a trading market
will ever develop or, if such a market does develop, that it will continue.
Owing to the low price of the securities, many brokerage firms may not be
willing to effect transactions in the securities. Even if a purchaser finds a
broker willing to effect a transaction in Alttech's common stock, the
combination of brokerage commissions, state transfer taxes, if any, and other
selling costs may exceed the selling price.

Alttech intends to apply to have its common stock included for trading on the
NASD OTC Bulletin Board. To qualify for listing on the NASD OTC Bulletin Board,
an equity security must have one registered broker-dealer, known as the market
maker, willing to list bid or sale quotations and to sponsor the company for
listing on the Bulletin Board. Alttech may be unable to find a market maker
willing to sponsor the company. If Alttech does qualify for the OTC Bulletin
Board, shareholders may still find it difficult to dispose of, or to obtain
accurate quotations as to the market value of, the company's securities trading
in the OTC market. Quotations on the OTC Bulletin Board reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

Alttech's securities will also be subject to Securities and Exchange
Commission's "penny stock" rules. (See "Risk Factors - Investment Risks"). The
penny stock rules may further affect the ability of owners of Alttech's shares
to sell their securities in any market that may develop for them. There may be
a limited market for penny stocks, due to the regulatory burdens on
broker-dealers. The market among dealers may not be active. Investors in penny
stock often are unable to sell stock back to the dealer that sold them the
stock. The mark ups or commissions charged by the broker-dealers might be
greater than any profit a seller may make. Because of large dealer spreads,
investors may be unable to sell the stock immediately back to the dealer at the
same price the dealer sold the stock to the investor. In some cases, the stock
may fall quickly in value. Investors may be unable to reap any profit from any
sale of the stock, if they can sell it at all.

29
<PAGE>
STOCK OPTIONS

A total of 270,000 stock options, each exercisable for one share of common
stock, were outstanding as at September 30, 2000:

EXERCISE PRICE
NO. OF OPTIONS DATE OF GRANT EXPIRY DATE PER OPTION
-------------- ------------- ------------- --------------
160,000 May 3, 1999 May 3, 2001 $0.01
110,000 July 13, 1999 July 13, 2001 $0.07

The shares underlying these options may be sold pursuant to Rule 701 under the
Securities Act of 1933 90 days after the effective date of the registration
statement covering our direct offering of 500,000 shares. We may file a
registration statement on Form S-8 after the effective date, but before 90 days
have elapsed, that would permit the shares underlying the options to be sold
sooner.

There were no warrants or other securities convertible into Alttech common stock
outstanding as of September 30, 2000.

SHARES ELIGIBLE FOR FUTURE SALE

This registration statement and prospectus will permit some of our shareholders
to sell up to 1,616,203 shares of our common stock from time to time, as long as
we maintain the effectiveness of the registration statement and update the
prospectus. We plan to maintain the effectiveness of this registration statement
for our selling shareholders until May 24, 2001.

On May 25, 2001, all 7,186,250 of our common shares that were outstanding on
September 30, 2000, will be eligible to be sold pursuant to Rule 144, subject to
the public information, volume limitation, manner of sale and notice conditions
of the rule. On May 25, 2002, 4,501,350 of these shares will be eligible for
sale without condition under Rule 144(k). The remaining 2,684,900 of these
shares are held by affiliates and may be sold under Rule 144 only in compliance
with the public information, volume limitation, manner of sale and notice
conditions of the rule.

In general, a sale under Rule 144 after holding shares for more than one year
but less than two years requires compliance with the following material
conditions:

- public information-we must be current in our requirement to file our
quarterly and annual reports with the SEC, as well as any reports required
to be filed on Form 8-K for material events;
- volume limitation-during any three-month period a shareholder may not sell
more than one percent of our total outstanding shares, as shown on our most
recent quarterly or annual report;
- manner of sale-the shares must be sold in a market transaction through a
broker or market maker, generally without solicitation of a buyer; and
- notice-except for certain de minimis sales, the seller must file a Form
144 with the SEC.

Sales of unregistered securities by an affiliate must always comply with these
four conditions. After holding their shares for more than two years,
shareholders who are not affiliates may sell their shares without having to
comply with these conditions. Rule 144 has a number of exceptions and
complications, and any sale under Rule 144 requires an opinion of counsel
reasonably satisfactory to us.

There are no contractual restrictions prohibiting the sale of any of our
outstanding shares.

30
<PAGE>
HOLDERS

As of September 30, 2000, there were 7,186,250 shares of common stock
outstanding, held by 227 shareholders of record.

DIVIDENDS

To date Alttech has not paid any dividends on its common stock and does not
expect to declare or pay any dividends on such common stock in the foreseeable
future. Payment of any dividends will be dependent upon Alttech's future
earnings, if any, its financial condition, and other factors as deemed relevant
by the Board of Directors.

EXECUTIVE COMPENSATION

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table sets forth all compensation paid or earned for services
rendered to Alttech in all capacities during the years ended 1999, 1998, and
1997 by our President and Chief Executive Officer (the "Named Officer"). No
executive officer received total annual salary, bonus and other compensation in
excess of $100,000 in those periods. No executive officer that would have
otherwise been included in this table on the basis of salary and bonus earned
for these fiscal years has been excluded by reason of his or her termination of
employment or change in executive status during the fiscal year.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------------ --------
Name Other Restricted Securities
And Annual Stock Underlying LTIP All Other
Principal Compen- Award(s) Options/ Payouts Compen-
Position Year Salary ($) Bonus ($) sation ($)(1) ($) SARs (#) ($) sation ($)
---------- ---- ---------- --------- ------------- ----------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Andrea
Taggart 1999 16,400 -- 160,720 -- -- -- --
(CEO) 1998 7,370 -- -- -- -- -- --
1997 -- -- -- -- -- -- --
</TABLE>

(1) Ms. Taggart exercised the options granted to her in 1996 at a price of
$CN0.01 per share on May 4, 1999. The value realized has been computed using an
assumed fair market value of Alttech Development's common stock of $CN0.25 at
the time of exercise, and a currency translation rate of $CN1.00 = $US0.67.
Near the time of Ms. Taggart's exercise, Alttech Development conducted a private
placement at a price of $CN0.25 per share.
Ms. Taggart was not granted any stock options in 1999 and has no outstanding
unexercised stock options, stock appreciation rights or long-term incentive plan
awards.

31
<PAGE>
The following table sets forth certain information concerning exercises of
stock options by Ms. Taggart during the last fiscal year.

<TABLE>
<CAPTION>
AGGREGATED OPTION / SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION / SAR VALUES

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options / SARs Options / SARs
At FY-End (#) at FY-End ($)

Shares Acquired Exercisable / Exercisable /
Name On Exercise (#) Value Realized ($) Unexercisable Unexercisable
(1)
-------------- ---------------- ------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Andrea Taggart 995,500 160,720 -- --
</TABLE>

(1) Ms. Taggart exercised the options granted to her in 1996 at a price of
CN$0.01 per share on May 4, 1999. The value realized has been computed using an
assumed fair market value of Alttech Development's common stock of $CN0.25 at
the time of exercise, and a currency translation rate of $CN1.00 = $US0.67.
Near the time of Ms. Taggart's exercise, Alttech Development conducted a private
placement at a price of $CN0.25 per share.

COMPENSATION OF DIRECTORS

Directors receive no compensation for their service as such, although they do
receive reimbursement for expenses.

EMPLOYMENT CONTRACTS

Each of our employees who are not executives have employment contracts with us.
The standard employment contract is for a one-year term, specifies the total
compensation to be paid, and outlines the particular duties and responsibilities
of the named employee. All employment contracts include non-disclosure,
non-circumvention, and non-competition clauses. We plan to enter into executive
employment agreements with our chief technical officer and our chief financial
officer.

We may in the future create retirement, pension, profit sharing, insurance and
medical reimbursement plans covering our Executive Officers and Directors, and
staff. At the present time no such plans exist. No advances have been made or
are contemplated by Alttech to any of its Executive Officers or Directors.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

32
<PAGE>
FINANCIAL STATEMENTS INDEX

Page
----

Independent Accountants' Report . . . . . . . . . . . . . . . . . . . . . .F-1

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . .F-2

Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . F-3

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . .F-4

Consolidated Statement of Stockholders' Equity . . . . . . . . . . . . . . . F-5

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

<PAGE>
Independent Accountants' Report
-------------------------------

To the Board of Directors and Stockholders of
Alttech Ventures Corp. (formerly Lexus Capital Inc.)
(A Development Stage Company)
Vancouver, BC Canada

We have reviewed the accompanying consolidated balance sheet of Alttech Ventures
Corp. (formerly Lexus Capital Inc.) as of September 30, 2000 and the related
consolidated statements of operations and cash flows for the nine-month period
ended September 30, 2000. These consolidated financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
annual financial statements for the year ended December 31, 1999, certain
conditions raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1 to the financial statements.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Alttech Ventures Corporation (formerly Lexus
Capital Inc.) as of December 3l, 1999 and the related statements of operations,
stockholders' equity, and cash flows for the year then ended; and in our report
dated April 15, 2000, we expressed an unqualified opinion on those financial
statements and included an explanatory paragraph concerning matters that raise
substantial doubt about the Company's ability to continue as a going concern. In
our opinion, the information set forth in the accompanying balance sheet as of
December 31, 1999 is fairly stated, in all material respects, in relation to the
balance sheet from which it has been derived.

/s/ Elliott Tulk Pryce Anderson
"Elliott, Tulk, Pryce, Anderson"

CHARTERED ACCOUNTANTS
Vancouver, Canada
November 27, 2000

F-1
<PAGE>
<TABLE>
<CAPTION>
Alttech Ventures Corp.
(formerly Lexus Capital Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
(expressed in U.S. dollars)

September 30, December 31,
2000 1999
(unaudited) (audited)
$ $
<S> <C> <C>
Assets
Current Assets
Cash and equivalents 571,658 6,213
Other current assets 32,099 12,888
---------------- -------------

603,757 19,101
Property, Plant and Equipment (Note 4) 48,270 22,317
---------------- -------------

652,027 41,418
================ =============

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable 17,972 25,648
Accrued liabilities 5,500 11,592
Note payable (Note 8(d)) 13,200 13,800
Loan payable (Note 8(a)) 21,120 22,080
Due to related parties (Note 5) 2,080 19,682
---------------- -------------

59,872 92,802
---------------- -------------

Commitments (Note 7)
Contingent Liabilities (Notes 1 and 8)

Stockholders' Equity (Deficit)
Common Stock (Notes 6 and 8), 200,000,000 common shares
authorized at $.001 par value; 7,186,250 and 3,420,500
common shares issued and outstanding respectively 7,186 3,420
Additional paid in capital 1,312,501 103,437
Common shares paid for but unissued (representing 160,000 and
509,750 shares respectively) 4,620 138,621
---------------- -------------

1,324,307 245,478
Deficit Accumulated During the Development Stage (732,152) (296,862)
---------------- -------------

592,155 (51,384)
---------------- -------------

652,027 41,418
================ =============
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-2
<PAGE>
<TABLE>
<CAPTION>
Alttech Ventures Corp.
(formerly Lexus Capital Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(expressed in U.S. dollars)

Revenue - - - - -
-------------- ------------ ------------ ----------- ----------

General and administrative
Accounting and legal 71,930 41,921 7,228 30,009 -
Bank charges and interest 2,604 2,124 188 370 2
Consulting 146,385 51,344 24,500 66,612 7,370
Depreciation 18,470 8,630 1,887 4,558 1,275
Exchange loss (gain) 3,013 (889) 2,430 8,004 (3,563)
Financing expenses 15,086 - - - -
Office and general overhead 38,444 19,711 8,417 12,268 1,675
Organizational expenses 5,550 - - - -
Rent and telephone 35,621 13,591 3,930 6,468 4,570
Salaries and benefits 63,430 44,617 5,682 18,813 -
Travel and promotion 28,852 10,585 5,798 12,990 1,185
Less: Gain on sale of assets (6,060) (6,060) - - -
Interest income (12,861) (12,861) - - -
-------------- ------------ ------------ ----------- ----------

410,464 172,713 60,060 160,092 12,514
-------------- ------------ ------------ ----------- ----------

Research and development
Consulting 54,688 31,284 8,608 23,404 -
Rent and telephone 28,332 23,300 3,059 5,032 -
Salaries and benefits 151,513 120,838 9,266 30,675 -
-------------- ------------ ------------ ----------- ----------

234,533 175,422 20,933 59,111 -
-------------- ------------ ------------ ----------- ----------

Selling and marketing
Consulting 26,703 26,703 - - -
Office and general overhead 19,710 19,710 - - -
Rent and telephone 9,708 9,708 - - -
Salaries and benefits 20,449 20,449 - - -
Travel and promotion 10,585 10,585 - - -
-------------- ------------ ------------ ----------- ----------

87,155 87,155 - - -
-------------- ------------ ------------ ----------- ----------

Net Loss (732,152) (435,290) (80,993) (219,203) (12,514)
============== ============ ============ =========== ==========

Net Loss per Share (.06) (.04) (.09) (.01)
============ ============ =========== ==========

Weighted Average Shares Outstanding 7,174,000 1,840,000 2,570,000 898,000
============ ============ =========== ==========
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-3
<PAGE>
<TABLE>
<CAPTION>
Alttech Ventures Corp.
(formerly Lexus Capital Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(expressed in U.S. dollars)

Accumulated From
June 25, 1996 Nine Months Ended Years Ended
(Date of Inception) September 30, December 31,
to September 30, 2000 2000 1999 1999 1998
(unaudited) (unaudited) (unaudited) (audited) (audited)
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
Cash Flows to Operating Activities
Net loss (732,152) (435,290) (80,993) (219,203) (12,514)
Adjustments to reconcile net loss to cash
Common shares issued for services rendered
and organizational expenses 46,557 - 20,310 20,310 -
Depreciation 18,470 8,630 1,915 4,558 1,275
Foreign exchange on note payable (800) (600) 600 800 (1,000)
Foreign exchange on loan payable (1,280) (960) 960 1,280 (1,600)
Gain on disposal of assets (6,060) (6,060) - - -
Change in non-cash working capital items
Increase in other current assets (32,099) (19,211) (1,875) (12,608) (121)
(Increase) decrease in accounts payable (70,443) (107,683) 18,619 36,280 11
-------------- ------------ ------------ ---------- ----------

Net Cash Used in Operating Activities (777,807) (561,174) (40,464) (168,583) (13,949)
-------------- ------------ ------------ ---------- ----------

Cash Flows from Financing Activities
Cash received from business combination (Note 3) 981,512 981,512 - - -
Note payable 14,000 - - - -
Loan payable 22,400 - - - -
Common shares issued 385,533 325,233 60,300 60,300 -
Common shares paid for but unissued (issued) 4,620 (134,001) 25,160 138,621 -
Increase (decrease) in advances from related parties 2,080 (17,602) (25,687) (774) 13,949
-------------- ------------ ------------ ---------- ----------

Net Cash Provided by Financing Activities 1,410,145 1,155,142 59,773 198,147 13,949
-------------- ------------ ------------ ---------- ----------

Cash Flows from Investing Activities
Proceeds from disposal of assets 6,399 6,399 - - -
Increase in property, plant and equipment (67,079) (34,922) (14,235) (23,351) -
-------------- ------------ ------------ ---------- ----------

Net Cash Provided by Investing Activities (60,680) (28,523) (14,235) (23,351) -
-------------- ------------ ------------ ---------- ----------

Increase in cash and equivalents 571,658 565,445 5,074 6,213 -
Cash and equivalents - beginning of period - 6,213 - - -
-------------- ------------ ------------ ---------- ----------

Cash and equivalents - end of period 571,658 571,658 5,074 6,213 -
============== ============ ============ ========== ==========

Non-Cash Financing Activities
Shares issued by Alttech Development Corp. for
services rendered and organizational expenses prior
to reverse takeover 46,557 - 20,310 20,310 -
Shares issued to effect a reverse takeover (Note 3) 887,597 887,597 - - -
Shares issued for commission 29,740 29,740 - -
-------------- ------------ ------------ ---------- ----------

963,894 917,337 20,310 20,310
============== ============ ============ ========== ==========

Supplemental Disclosures
Interest paid 1,519 1,519 - - -
Income taxes paid - - - - -
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-4
<PAGE>
<TABLE>
<CAPTION>
Alttech Ventures Corp.
(formerly Lexus Capital Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
(expressed in U.S. dollars)

Deficit
Accumulated
Additional During the
ALTTECH DEVELOPMENT CORP - Stockholders' equity Common Stock Paid-in Development
section from June 25, 1996 (Date of Inception) Shares Amount Capital Stage
to May 25, 2000 (prior to reverse takeover) # $ $ $
<S> <C> <C> <C> <C>

Balance - June 25, 1996 (Date of Inception) - - - -
Shares issued for organization expenses 750,000 750 4,800 -
Shares issued for services rendered 147,873 148 20,549 -
Net loss for the period - - - (26,247)
--------- ------- --------- ---------

Balance - December 31, 1996 897,873 898 25,349 (26,247)
Net loss for the year - - - (38,898)
--------- ------- --------- ---------

Balance - December 31, 1997 897,873 898 25,349 (65,145)
Net loss for the year - - - (12,514)
--------- ------- --------- ---------

Balance - December 31, 1998 897,873 898 25,349 (77,659)
Shares issued for cash 360,000 360 59,940 -
Shares issued for services rendered 2,162,627 2,162 18,148 -
Net loss for the year - - - (219,203)
--------- ------- --------- ---------

Balance - December 31, 1999 3,420,500 3,420 103,437 (296,862)
Shares issued for cash 648,325 648 224,585 -
Shares issued for services 73,600 74 (74) -
--------- ------- --------- ---------

Balance as at May 25, 2000 prior to reverse takeover 4,142,425 4,142 327,948 (296,862)
========= ======= ========= =========
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-5
<PAGE>
<TABLE>
<CAPTION>
Alttech Ventures Corp.
(formerly Lexus Capital Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
(expressed in U.S. dollars)

Deficit
Accumulated
ALTTECH VENTURES CORP. (formerly Common Stock Additional During the
Lexus Capital Inc.) - Stockholders' equity section Par Value Paid-in Development
from January 12, 1999 (Date of Inception) Shares $.001 Capital Total Stage
to September 30, 2000 # $ $ $ $
<S> <C> <C> <C> <C> <C>

Balance - January 12, 1999 (Date of Inception) - - - - -
Shares issued for cash 2,500,000 2,500 12,500 15,000 -
Net loss for the period - - - - (15,000)
--------- ----------- ----------- ----------- ----------

Balance - December 31, 1999 2,500,000 2,500 12,500 15,000 (15,000)
Shares issued and allotted for cash 493,825 494 987,156 987,650 -
Commissions paid - - (87,650) (87,650) -
Net loss for the period - - - - (12,403)
--------- ----------- ----------- ----------- ----------

Balance - May 25, 2000 prior to the reverse takeover 2,993,825 2,994 912,006 915,000 (27,403)
Reverse takeover adjustments (Note 3)
Elimination of stockholders' equity of company - (2,994) (912,006) (915,000) 27,403
Shares issued to effect reverse takeover 4,142,425 4,142 883,455 887,597 -
Stockholders' equity of Alttech Development
Corp. (see previous section) - 2,994 329,096 332,090 (296,862)
Shares issued for cash 50,000 50 99,950 100,000 -
Net loss for the period - - - - (435,290)
--------- ----------- ----------- -----------

Balance - September 30, 2000 (unaudited) 7,186,250 7,186 1,312,501 1,319,687 (732,152)
========= =========== =========== =========== ==========
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-6
<PAGE>
Alttech Ventures Corp.
(formerly Lexus Capital Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in U.S. dollars)

1. Development Stage Company

Alttech Ventures Corp. (formerly Lexus Capital Inc.) was incorporated on
January 12, 1999, in the State of Nevada. From January 12, 1999 to May 25,
2000 the Company did not engage in any business activity other than initial
organization, initial financing and some business investigation activities.

On February 18, 2000 Alttech Ventures Corp. (formerly Lexus Capital Inc.)
("the Company") entered into a Share Purchase Agreement with Alttech
Development Corp. (formerly Alttech Ventures Corporation), herein
"Alttech", whereby a business combination was agreed to. On May 25, 2000
the Company issued 4,142,425 common shares in exchange for all the common
shares of Alttech Development Corp. which resulted in a change of control
of the Company by way of reverse takeover (see Note 3).

Alttech Development Corp., based in Richmond, British Columbia specializes
in the process of research and development, designing, or acquiring new
technologies including software applications.

For all comparative purposes and up to May 25, 2000 Alttech Development
Corp. used U.S. generally accepted accounting principles expressed in US
dollars.

The Company currently has yet to generate any revenues and in accordance
with SFAS #7, is considered a development stage company. In a development
stage company, management devotes most of its activities to establishing
the business. Planned principal activities have not yet begun and the
Company has suffered recurring losses and has an accumulated deficit of
$732,152. The Company has purchase/option obligations, as well as ordinary
expenses. There is risk that the Company's ability to continue as a going
concern could be in jeopardy. The ability of the Company to continue as a
going concern is dependent upon its successful efforts to raise additional
equity financing, and further develop the market for its products and
services. The Company does not have a current financing problem but will
need to raise additional equity or debt financing within the next twelve
months.

2. Summary of Significant Accounting Policies

Basis of Consolidation

These financial statements include the accounts of the Company and its
wholly-owned Canadian subsidiary, Alttech Development Corp. As Alttech
Development Corp. was the acquirer in a reverse takeover business
combination culminating on May 25, 2000 its fiscal year end of December 31
will be the Company's fiscal year end and the business of Alttech
Development Corp. will be the business reported for all comparative
purposes, including the statements of operations and cash flows. See Note 3
for a discussion on this business combination and reverse takeover
accounting.

Year End

The Company has selected December 31 as its fiscal year end which is also
the Alttech Development Corp. fiscal year end.

Use of Estimates and Assumptions

The preparation of financial statements requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Cash and Equivalents

For the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are considered to be
cash equivalents.

Property, Plant and Equipment

Equipment is recorded at cost. Depreciation is computed on a declining
balance basis at the following rates:

Computer hardware 30%
Computer software 100%
Furniture and fixtures 20%

F-7
<PAGE>
2. Summary of Significant Accounting Policies (continued)

Product Development Costs

Product development costs consist of expenses incurred by the Company in
the development and creation of its products business. Product development
costs include compensation and related expenses for programmers,
depreciation of computer hardware and software, rent, telephone and costs
incurred in developing features and functionality of the service. Product
development costs are expensed as incurred.

Financial Instruments

The fair value of the Company's current assets and current liabilities were
estimated to approximate their carrying values due to the immediate or
short-term maturity of these financial instruments. The Company's main
operations are in Canada and virtually all of its assets and liabilities
are giving rise to significant exposure to market risks from changes in
foreign currency rates. The financial risk is the risk to the Company's
operations that arise from fluctuations in foreign exchange rates and the
degree of volatility of these rates. Currently, the Company does not use
derivative instruments to reduce its exposure to foreign currency risk.

Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with SFAS
No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of
both basic and diluted earnings per share (EPS) on the face of the income
statement. Basic EPS is computed by dividing net income (loss) available to
common shareholders (numerator) by the weighted average number of common
shares outstanding (denominator) during the period. Diluted EPS gives
effect to all dilutive potential common shares outstanding during the
period including stock options, using the treasury stock method, and
convertible preferred stock, using the if-converted method. In computing
Diluted EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of stock
options or warrants. Diluted EPS excludes all dilutive potential common
shares if their effect is anti dilutive.

Foreign Currency Translation

Revenue, expenses and non-monetary balance sheet items in foreign
currencies are translated into U.S. dollars at the rate of exchange
prevailing on the transaction dates. Monetary balance sheet items are
translated at the rate prevailing at the balance sheet date. The resulting
exchange gain or loss is included in expenses.

Accounting for Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," requires that
stock awards granted subsequent to January 1, 1995, be recognized as
compensation expense based on their fair value at the date of grant.
Alternatively, a company may account for granted stock awards under
Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock
Issued to Employees," and disclose pro forma income amounts which would
have resulted from recognizing such awards at their fair value. The Company
has elected to account for stock-based compensation expense under APB No.
25 and make the required pro forma disclosures for compensation expense.

Tax Accounting

Potential benefits of income tax losses are not recognized in the accounts
until realization is more likely than not.

The Company has adopted Statement of Financial Accounting Standards No. 109
("SFAS 109") as of its inception. The Company has incurred Canadian and US
tax losses as scheduled below:

Canadian tax losses US tax losses
-------------------------- ------------------------
Amount Year of Amount Year of
Year of Loss $ Expiration $ Expiration
1996 26,000 2003
1997 39,000 2004
1998 13,000 2005
1999 219,000 2006 15,000 2014

F-8
<PAGE>
2. Summary of Significant Accounting Policies (continued)

Pursuant to SFAS 109 the Company is required to compute tax asset benefits
for net operating losses carried forward. Potential benefit of net
operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will
utilize the net operating losses carried forward in future years.

Revenue Recognition

Revenue will consist of registration and subscription user fees. Gross
revenue will be recognized at the time services are provided. All related
costs will be recognized in the period in which they occur. Subscription
user fees to be provided for in the future will be classified as deferred
revenue under current liabilities.

Adjustments

These interim unaudited financial statements have been prepared on the same
basis as the annual financial statements and in the opinion of management,
reflect all adjustments, which include only normal recurring adjustments,
necessary to present fairly the Company's financial position, results of
operations and cash flows for the periods shown. The results of operations
for such periods are not necessarily indicative of the results expected for
a full year or for any future period.

3. Business Combination by Way of Reverse Takeover

On February 18, 2000 the Company entered into a binding Share Purchase
Agreement with Alttech Development Corp. and its shareholders, pursuant to
which the parties agreed to complete a share exchange transaction that
resulted in a reverse takeover of the Company by Alttech Development Corp.
On May 25, 2000 (Completion Date), the Company issued a total of 4,142,425
shares in exchange for all of the voting common shares of Alttech
Development Corp.

For accounting purposes the acquirer is Alttech Development Corp., as
greater than 50% of the issued and outstanding common shares of the Company
at date of acquisition were owned by the shareholders of Alttech
Development Corp. As Alttech Development Corp. is the legal subsidiary of
the Company the nature of the business combination is a reverse takeover
whereby the control of the Company is acquired by Alttech Development Corp.
and the consolidated financial statements are issued under the name of the
Company but is a continuation of Alttech Development Corp. and not the
Company. The legal capital structure remains that of the Company but the
shareholders' equity of Alttech Development Corp. has replaced the
shareholders' equity of the Company. Similarly, the Company's statements of
operations and cash flows represent a continuation of Alttech Development
Corp.'s financial statements.

Under reverse takeover accounting the Company's assets and liabilities are
recorded at fair market values, which equalled book value as at May 25,
2000, and Alttech Development Corp.'s assets and liabilities are recorded
at their book values. At the date of the reverse takeover, the
shareholders' equity has been adjusted to eliminate the Company's deficit
of $27,403 and capital stock of $915,000; however, the legal capital
structure reflects that of the Company. All shares to be issued in
connection with this transaction are valued at $887,597 as the Company had
a shareholders' equity of $887,597 and had no tangible or intangible
identifiable assets that were above or below fair market value.

The following comprised the Company's shareholders' equity at the date of
acquisition:

$
Cash 981,512
Current liabilities (93,915)
---------

Shareholders' equity on May 25, 2000 887,597

F-9
<PAGE>
4. Property, Plant and Equipment

September 30, December 31,
2000 1999
Accumulated Net Book Net Book
Cost Amortization Value Value
(unaudited) (audited)
$ $ $ $
Computer hardware 37,140 12,034 25,106 18,347
Computer software 4,863 3,580 1,283 456
Furniture and fixtures 24,737 2,856 21,881 3,514
-------- --------- --------- --------

66,740 18,470 48,270 22,317
======== ========= ========= ========

5. Related Party Balances and Transactions

Amounts owing to related parties are unsecured, non-interest bearing and
due on demand. Amounts owing represent unpaid wages and expenses paid on
behalf of the Company and periodic short-term loans.

In 1996 874,000 shares of Alttech Development Corp. were issued to related
parties for services rendered and organizational expenses incurred on
behalf of Alttech Development Corp. at a fair market value of $26,247 in
total.

In 1999 2,126,000 shares of Alttech Development Corp. were issued to
related parties for services rendered and organizational expenses incurred
on behalf of Alttech Development Corp. at a fair market value of $12,277 in
total.

6. Stock Option Plan

In 1999 Alttech Development Corp. granted stock options to a director and
to an officer to acquire 160,000 shares at Cnd$0.01 per share expiring May
3, 2001 as to 100,000 common shares and July 9, 2001 as to 60,000 common
shares.

In 1999 Alttech Development Corp. also granted stock options to certain
directors and employees to acquire 130,000 shares at Cnd$0.10 per share
expiring July 13, 2001 as to 110,000 shares and December 13, 2001 as to
20,000 common shares. The options for 20,000 shares subsequently lapsed.

These share options were cancelled by Alttech Development Corp. and were
reissued by the Company.

See Note 8(b) and (c) for contingent liabilities.

The weighted average number of shares under option and option price for the
nine months ended September 30, 2000 is as follows:

September 30, 2000
(unaudited)
-----------------------
Shares Option
under option price
# $

Beginning of period 290,000 .04
Cancelled (310,000) .04
Granted 290,000 .04
Exercised (160,000) .04
Lapsed - -
----------

End of period 110,000 .04
==========

F-10
<PAGE>
6. Stock Option Plan (continued)

Stock options are granted for services provided or to be provided to the
Company. Statement of Financial Accounting Standards No. 123 ("SFAS 123")
requires that an enterprise recognize, or at its option, disclose the
impact of the fair value of stock options and other forms of stock based
compensation in the determination of income. The Company has elected under
SFAS 123 to continue to measure compensation cost on the intrinsic value
basis set out in APB Opinion No. 25. As options are granted at exercise
prices based on the market price of the Company's shares at the date of
grant, no compensation cost is recognized. However, under SFAS 123, the
impact on net income and income per share of the fair value of stock
options must be measured and disclosed on a fair value based method on a
pro forma basis.

The fair value of the employee's purchase rights under SFAS 123, was
estimated using the Black-Scholes model for pricing stock options with the
following assumptions used: risk free interest rate was 5.0%, no expected
volatility as the Company is not public, an expected option life of two
years and no expected dividends.

If compensation expense had been determined pursuant to SFAS 123, the
Company's net loss and net loss per share for the following period would
have been as follows:

September 30, December 31,
2000 1999 1998
(unaudited) (audited) (audited)
$ $ $
Net loss
As reported (435,290) (219,203) (12,514)
Pro forma (457,569) (234,600) (12,514)
Basic net loss per share
As reported (.06) (.03) (.01)
Pro forma (.06) (.04) (.01)

7. Commitments

(a) The Company has entered into office premises leases for its Vancouver
and Richmond offices expiring January 31, 2003 and July 31, 2002
respectively. The annual lease payments are $86,500 per annum.

(b) On September 29, 1999 Alttech Development Corp. entered into a
Promoter Agreement for one year automatically renewable for a further
one year unless either Alttech Development Corp. or the promoter
terminates the agreement. The promoter is to receive a finders' fee of
10% of subscription proceeds the promoter is responsible for raising.
The fee is payable in common shares at a rate equivalent to the price
of the shares subscribed for.

8. Contingent Liabilities

(a) On April 30, 1997 Alttech Development Corp. received a short-term loan
from a non-related creditor. The creditor no longer exists under law.
However, Alttech intends to repay the debt should the creditor
re-establish itself as a legal entity and demands repayment.

(b) On December 24, 1999 Alttech Development Corp., by written letter from
legal counsel, declined a demand from a former consultant to exercise
360,000 share options at $0.01 per share. Alttech Development Corp.
maintains that no services were provided by this consultant and that
no contract is in place for the issue of these share options and
considers this claim to be without merit. Alttech Development Corp.
has not received a reply from the former consultant. If legal action
is taken by the former consultant, Alttech Development Corp. intends
to vigorously defend its position.

(c) On December 24, 1999 Alttech Development Corp., by written letter from
legal counsel, declined a demand from a former director to exercise
100,000 share options at $0.01 per share. Alttech Development Corp.
maintains that material terms of the stock option agreement have not
been complied with by this former director and does not consider the
stock option agreement to be a legally binding obligation. Alttech
Development Corp. has not received a reply from the former director.
If legal action is taken by the former director, Alttech Development
Corp. intends to vigorously defend its position.

(d) Interest of Cnd$10,000 may be due on the short-term note payable at
June 30, 2000. Alttech Development Corp. has never been contacted
regarding repayment and Alttech Development Corp. intends to negotiate
the settlement of the principal and interest for less than face value
of the principal amount of the note.

F-11
<PAGE>
[OUTSIDE BACK COVER PAGE]

Subject to Completion - December 22, 2000

PROSPECTUS

ALTTECH VENTURES CORP.
1,616,203 SHARES
COMMON STOCK

We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or a
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of Alttech have
not changed since the date hereof.

Until [Date] (90 days after the date of this prospectus), all dealers that
effect transactions in these shares of common stock may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as an underwriter and with respect to their unsold
allotments or subscriptions.

THE DATE OF THIS PROSPECTUS IS [DATE]

<PAGE>
PART II

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

In accordance with Nevada law, Alttech's Articles of Incorporation, filed as
Exhibit 3.1, provide that the company may indemnify a person who is a party or
threatened to be made a party to an action, suit or proceeding by reason of the
fact that he or she is an officer, director, employee or agent of the company,
against such person's costs and expenses incurred in connection with such action
so long as he or she has 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
company, and, in the case of criminal actions, had no reasonable cause to
believe his or her conduct was unlawful. Nevada law requires a corporation to
indemnify any such person who is successful on the merits or defense of such
action against costs and expenses actually and reasonably incurred in connection
with the action.

The Bylaws of Alttech, filed as Exhibit 3.2, provide that the company will
indemnify its officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings against them on
account of their being or having been directors or officers of the company,
absent a finding of negligence or misconduct in office. Alttech's Bylaws also
permit the company to maintain insurance on behalf of its officers, directors,
employees and agents against any liability asserted against and incurred by that
person whether or not the company has the power to indemnify such person against
liability for any of those acts.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses for the issuance and distribution of the shares
registered by this prospectus are set forth in the following table, exclusive of
selling agent commissions and expenses:

ITEM AMOUNT ($)
SEC Registration Fee $1,920.00
EDGAR Filing Expenses $5,000.00
Transfer Agent Fees $2,500.00
Legal Fees $25,000.00
Accounting Fees $10,000.00
Printing Costs $10,000.00
Miscellaneous $10,000.00
TOTAL $64,420.00

These estimated expenses are in addition to the expenses estimated for our
direct offering of 500,000 shares, covered by a separate registration statement
(Commission File No.: 333-52242).

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of our
securities without registration during the past three years.

1. On May 24, 2000 - July 24, 2000, Lexus Capital, Inc. issued 247,050 shares
of common stock in connection with a private placement at an offering price of
US$2.00 per share for total proceeds of US$494,100. A commission of
US$39,819.40 was paid in connection with the offering. The offer and sale of
securities were exempt from registration under Rule 504 of Regulation D under
the Securities Act of 1933, as amended (the "Act"). If the foregoing exemption
is not available, we believe that US$484,100 of the sales were exempt from
registration under Regulation S under the Act due to the foreign nationality of
the relevant purchasers. The following persons received shares in connection
with the private placement:

Morgan Wartenbe Holden Investment Lorne Dalke
Mickie Poon Rith Wedman David Hauca
Garry Rusnak Kevin O-Shea David Perozak
Terry Lyn Kellerman Trevor Shyry Terry Barraclough

II-2
<PAGE>
David Laurie Steven Boltax Dale Laniuk
Andrew Zurrin Todd Cikaliuk Gary Mah
Robert Swain Ton Hon John Ho
Cindy Hon Ross Morrisson ____________ Gowsky

2. On May 30, 2000, Lexus Capital, Inc. issued 296,775 shares of common stock
in connection with debentures that were converted at US$2.00 per share for total
proceeds of US $593,550. A commission of $47,830.60 was paid in connection with
the offering. The offer and sale of the debentures were exempt from
registration under Rule 504 of Regulation D under the Act. If the foregoing
exemption is not available, we believe that US$536,550 of the sales were exempt
from registration under Regulation S under the Act due to the foreign
nationality of the relevant purchasers. In the event that this offering and the
offering described in #1 above are integrated, we believe that the exemptions
available under Rule 504 of Regulation D under the Act and under Regulation S
under the Act still cover an integrated offering. The following persons
received shares in connection with the private placement:

Make Holding Ltd. Dream Maker Development Inc. Can-Nor Contracting Ltd
FP Enterprises John Manna Robert Ashmead
Christine Barter Lynn Beeton Arthur Beyer
Peter Campbell James and Jan Campbell Donald Campeau
Shirley and ______ Carter David Chatham Ronald Collingwood
Clayton Cook Michael Coyston Edward Crowther
Sherry and ______ Dahle Danny Dalgleish Sean Dawson
Charles Deans Barclay Dobbin Vikki Drummond
Susan Ficociello Laurie Foster Vernon Frolick
Marcia Giese Ronn Glover Cecile Guilbault
Lynn Hartley William Hood Ken and Shirley Ipsen
Beth Jackson Ben and _______ Jeger Jo-Anne Jinjoe
Bikar Johal James Kawano Maurice Kellerman
Donna Kirkham Don Kohut Bob Kokotyn
Nellie Kotanko Helen Lalonde Ritchie Lalonde
Stephan Langhout Bill Lawrence Bonnie Lee
Gordon Lehmann Shane Leong Dave Manna
Wayne Marien Wesley Markowsky Lenis McCallum
Denton McCallum Cody McCallum Orion McCallum
Brian McDivitt Jack McKay Tara McKay
Kenneth McKay Kenneth McKaw Bonnie McLaughlin
Dwayne McSorley Donald Miller Linda Nagy
Tanya Naturkach Nick and Phyllis Nazaruk Jane Nowell
Gino Palma Gerry Pasitney John Peredery
Dennis Popowich B. Sartinson Terry Sartinson
Kelly Sawchuk Victor Schmaus Adam Scorgie
Wesley Schoemaker Aaron Shypit Ian Smeltzer
Perry Sopko Steve Sugars Jason Weill
Phil Zurrin David Laurie

3. On May 25, 2000, in connection with the acquisition of Alttech Ventures
Corporation by Lexus Capital Inc., Lexus Capital issued a total of 4,142,425
shares of common stock to shareholders of Alttech Ventures Corporation in a
voluntary exchange for all 4,142,425 outstanding shares of Alttech Ventures
Corporation. The issuance of the stock was exempt from registration under Rule
504 and Rule 506 of Regulation D under the Act and under Regulation S under the
Act due to the foreign nationality of the relevant shareholders. Except for two
US persons who were accredited investors and, in total, were issued 56,125
shares, all other shareholders were of foreign nationality. The US shareholders
were issued 56,125 shares in total, with a maximum imputed value of $112,250
($2.00 per share). The following persons received shares in the exchange:

Alex Davie Andrea Caruso Andrea Taggart
Beverly Mitchell Bindy Sangha Bob Stevens
Carol Violette Celest Herauf Chester Michelborough

II-3
<PAGE>
Claudio Berto Colin Snyder Corrine Barr
Dale Gray Dale Hansen Dan Engh
Dana Johl Danny Kehler Darrell Michaels
Donna Lade Doug Scott Edna Caruso
Eileen Arthur Eileen Macqueen Eric Scott
Gary Cross Gordon Wangers Greg Karpo
Greoff Lake Guido Panara Herb Weiner
Herman Drobesch James Dacyszyn Jan Christoffersen
Jeffrey Norris John Davis John Horton
Kailin Caruso Lawrence Barr Lesley McKay
Lindsey Young Lisa Marie Caruso Lorenzo Arcari
Lorina Perry Michael Bulka Michael Thomas Caruso
Michael Wegleitner Michele Guilfoyle Murray McClaren
Neil Bibby Nigel Scott Brown Rashpal Dhillion
Raymond White Richard McMillan Richard Sloan
Rob Janes Robert Stevens Rochelle Caruso
Roger Violette Ron Sloan Ronald MacQueen
Ross Brown Scott Nichols Steve Walthers
Terry Astells Terry Hansen Terry Woodrow
Thomas Edlund Tom Caruso Tom Telford
Verne Thorarinson Wellmack Construction William Wells

4. In April 1999, Lexus Capital, Inc. completed a private placement offering of
2,500,000 shares of its common stock at an offering price of $0.006 per share.
Gross proceeds from the offering were US$15,000. The offer and sale of the
securities was made pursuant to an exemption from registration under Regulation
S under the Act due to the foreign nationality of the investors. The following
persons received shares in the private placement:

John Donaldson Donna Lavigne R. Semmelhaack
Brach Rich Ventures Gereli Holdings Inc. E. Semmelhaack
Rosemary Magoya Vicki Mella Karen Liu

Set forth below is information regarding the issuance and sales of our
wholly-owned subsidiary, Alttech Development Corporation (formerly known as
Alttech Ventures Corporation), a British Columbia corporation, during the past
three years.

A. On May 25, 2000, Alttech Development Corporation completed a private
placement offering of 654,325 shares of it common stock for total proceeds of
$CN 337,225. The price of the common stock under the offering began at
$CN0.25, then increased in stages to $CN0.40 and $CN1.00, respectively. In
addition to the 654,325 shares issued pursuant to the private placement, a
commission of 73,600 shares of common stock was paid in connection with the
issuance of the shares. The offer and sale of securities was made pursuant to an
exemption from registration under Rule 504 and Rule 506 under the Act and under
Regulation S under the Act, due to the foreign nationality of the relevant
shareholders. Except for two US persons who were accredited investors and, in
total, were issued 56,125 shares, all other shareholders were of foreign
nationality. The US investors purchased 20,000 shares (at $CN0.25 per share) and
36,125 shares (at $CN1.00 per share) respectively, for $CN41,125.

B. In July 1999, Alttech Development Corporation completed a private placement
offering of 404,000 shares of its common stock at a price of $CN0.25 per share
for total proceeds of $CN101,000. The offer and sale of securities was made
pursuant to an exemption from registration under Regulation S under the Act due
to the foreign nationality of the investors.

C. On May 4, 1999, Alttech Development Corporation issued 995,900 shares of its
common stock at a price of $CN 0.01 per share to Andrea Taggart pursuant to the
exercise of options granted to her in 1996. The offer and sale of securities
was made pursuant to an exemption from registration under Regulation S under the
Act.

II-3
<PAGE>
D. On May 4, 1999, Alttech Development Corporation issued 940,000 shares of
its common stock at a price of $CN 0.01 per share to Eileen MacQueen pursuant to
the exercise of options granted to her in 1996. The offer and sale of
securities was made pursuant to an exemption from registration under Regulation
S under the Act.

REPORTS TO STOCKHOLDERS

Alttech plans to furnish its stockholders with an annual report for each fiscal
year containing financial statements audited by its independent auditors.
Additionally, Alttech may, in its sole discretion, issue unaudited quarterly or
other interim reports to its stockholders when it deems appropriate. Alttech
will be a reporting company under Section 12(g) of the Securities and Exchange
Act of 1934, and will be required to file quarterly and annual reports and proxy
statements. Any document Alttech files may be read and copied at the
Commission's Public Reference Room located at 450 Fifth Street NW, Washington DC
20549, and the public reference rooms in New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
about the public reference rooms. Alttech's filings with the Commission are
also available to the public from the Commission's website at
http://www.sec.gov.

ITEM 27. EXHIBITS

The following Exhibits are attached to this registration statement:

2.1* Share Purchase Agreement between Alttech Ventures Corporation and Lexus
Capital Inc.
3.1* Amended and Restated Articles of Incorporation
3.2* Amended and Restated Bylaws
4.1* Specimen Share Certificate
5.1 Opinion of Ogden Murphy Wallace, P.L.L.C.
10.1* Lease between Shamsan Developments and Alttech for Vancouver, B.C.
property
10.2* Sublease between Alttech and Devon Group Management for Vancouver,
B.C. property
10.3* Sublease between Hazco and Alttech for Richmond, B.C. property
10.4* Stock Option Plan
21.1* Subsidiaries of Alttech Ventures Corp.
23.1 Consent of Elliott Tulk Pryce Anderson
23.2 Consent of Ogden Murphy Wallace, P.L.L.C. (see Exhibit 5.1)
27.1* Financial Data Schedule
99.1* Audit Opinion of Elliott Tulk Pryce Anderson dated April 15, 2000

* Incorporated by reference from our registration statement on Form SB-2
(Commission File No.: 333-52242) filed with the Commission on December 20, 2000.

ITEM 28. UNDERTAKINGS

The undersigned registrant hereby undertakes as follows:

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

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

(ii) Reflect in the prospectus any facts or events, which, individually or
together, represent a fundamental change in the information set forth in
the registration statement; and

(iii) Include any material information with respect to the plan of
distribution not previously disclosed in the registration statement.

(2) For the purpose of determining any liability under the Securities Act, to
treat each post-effective amendment that contains a prospectus as a new
registration statement of the securities offered, and the offering of the
securities at that time as the initial bona fide offering of those securities.

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(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the provisions described above in Item 24,
or otherwise, the small business issuer has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction of the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(5) For purposes of determining any liability under the Securities Act, to
treat each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Richmond, Province of British Columbia, Canada, on the
21st day of December, 2000.

ALTTECH VENTURES CORP.

By: /s/ Andrea L. Taggart
---------------------------------
Andrea L. Taggart, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

/s/ Andrea L. Taggart Date: 12/21/00
----------------------------------------------- ----------------
Andrea L. Taggart, President, Chief
Executive Officer and Director

/s/ Sam Henry Date: 12/21/00
----------------------------------------------- ----------------
Sam Henry, Chief Financial Officer

/s/ Robert W. Janes Date: 12/21/00
----------------------------------------------- ----------------
Robert W. Janes, Chief Technical Officer,
Treasurer and Director

/s/ Eileen MacQueen Date: 12/22/00
----------------------------------------------- ----------------
Eileen MacQueen, Chief Operations Officer,
Secretary and Director

/s/ Cynthia Spraggs Date: 12/22/00
----------------------------------------------- ----------------
Cynthia Spraggs, Director

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
----------- -----------

2.1* Share Purchase Agreement between Alttech Ventures Corporation
and Lexus Capital Inc.
3.1* Amended and Restated Articles of Incorporation
3.2* Amended and Restated Bylaws
4.1* Specimen Share Certificate
5.1 Opinion of Ogden Murphy Wallace, P.L.L.C.
10.1* Lease between Shamsan Developments and Alttech for Vancouver,
B.C. property
10.2* Sublease between Alttech and Devon Group Management for
Vancouver, B.C. property
10.3* Sublease between Hazco and Alttech for Richmond, B.C. property
10.4* Stock Option Plan
21.1* Subsidiaries of Alttech Ventures Corp.
23.1 Consent of Elliott Tulk Pryce Anderson
23.2 Consent of Ogden Murphy Wallace, P.L.L.C. (see Exhibit 5.1)
27.1* Financial Data Schedule
99.1* Audit Opinion of Elliott Tulk Pryce Anderson dated April 15, 2000

* Incorporated by reference from our registration statement on Form SB-2
(Commission File No.: 333-52242) filed with the Commission on December 20, 2000.

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