Alphatrade Com · 10SB12G · On 3/25/99

Filed On 3/25/99   ·   SEC File 0-25631   ·   Accession Number 1010412-99-47

Registration of Securities of a Small-Business Issuer   ·   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        46±   212K 
                          Issuer                                                 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      2±    12K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     11±    45K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws      1      8K 
 5: EX-3.4      Articles of Incorporation/Organization or By-Laws      1      7K 
 6: EX-3.5      Articles of Incorporation/Organization or By-Laws      1      8K 
 7: EX-3.6      Articles of Incorporation/Organization or By-Laws      2±    10K 
 8: EX-4.1      Instrument Defining the Rights of Security Holders     4±    21K 
 9: EX-4.2      Instrument Defining the Rights of Security Holders     4±    21K 
10: EX-10.1     Material Contract                                      7±    33K 
11: EX-10.2     Material Contract                                     11±    56K 
12: EX-10.3     Material Contract                                      2±    10K 
13: EX-10.4     Material Contract                                      1      8K 
14: EX-10.5     Material Contract                                      1      8K 
15: EX-16       Letter re: Change of Certifying Accountant             1      7K 
16: EX-27       Financial Data Schedule                                1      8K 
17: EX-99       Miscellaneous Exhibit                                  2±    12K 

10SB12G   ·   Registration of Securities of a Small-Business Issuer
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U.S. SECURITIES AND EXCHANGE COMMISSION         
Washington, D.C. 20549        

FORM 10-SB      

Registration Statement on Form 10-SB      

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL      
BUSINESS ISSUERS      

ALPHATRADE.COM            
------------------------  
(Name of Small Business Issuer as specified in its charter)       

NEVADA                                        Applied For     
- -------------------------------                ------------------------       
(State or other jurisdiction of                (I.R.S. incorporation or         
organization)                                   Employer I.D. No.)              

Suite 400, 1111 West Georgia Street             
Vancouver, British Columbia, Canada V6E 4M3             
---------------------------------------           
(Address of Principal Executive Office)           

Issuer's Telephone Number, including Area Code:  (604) 681-7503               
     Facsimile Number:  (604) 681-7710
Securities registered pursuant to Section 12(b) of the Exchange  Act:         

None                          

Securities registered pursuant to Section 12(g) of the Exchange  Act:         

$0.001 Par Value Common Voting Stock              
------------------------------------              
Title of Class              

DOCUMENTS INCORPORATED BY REFERENCE:  None.                                     

Item 1.  Description of Business.                                               
---------------------------------                                               

Business Development.                                                           
---------------------                                                           

Organization and Charter Amendments                                   
-----------------------------------                                   

      Alphatrade.com (the "Company" or "Alphatrade") was organized under
the laws of the State of Nevada on June 6, 1995, under the name "Sierra Gold    
Development Corp."  It had an initial authorized capital of 25,000 shares,      
designated as common stock, no par value.  The Company was formed to seek new   
business opportunities believed to hold potential profit; there were no         
acquisitions, reorganizations or mergers completed until early 1999.            

    This Registration Statement is being filed on a voluntary basis to
maintain the Company's quotations on the OTC Bulletin Board of the National     
Association of Securities Dealers, Inc. (the "NASD").  See the heading          
"Effects of Existing or Probable Governmental Regulations," Item I.             

    The following amendments to the Articles of Incorporation of the
Company have been made since its organization:                                  

           *    Increased the authorized capital to 25,000,000 shares of
                  common stock, par value $0.001, and effected an 80 for one
                 forward split of the outstanding common stock (10/21/98).

   *    Changed the name of the Company to "Honor One Corporation"
(10/29/98).                                       

  *    Effected a three for one forward split of the outstanding
common stock (12/18/98).                          

            *    Increased the authorized capital to 100,000,000 shares of
            common stock, par value $0.001; 10,000,000 shares of
              preferred stock, par value $0.001; created a series of
            2,000,000 shares of Class A Preferred Stock (see the
caption                                                                         
                " Description of Securities," Item 11, for a description
of                                                                              
             the rights, privileges and preferences of the Class A
              Preferred Stock); and changed its name from "Honor One
  Corporation" to "Alphatrade.com" (1/5/99).

     All computations in this Registration Statement take into account
these adjustments.                                                              

        Copies of the initial Articles of Incorporation and these amendments
are attached hereto and are incorporated herein by reference.  See Item 15.     

General                                                               
-------                                                               

  The only business operations conducted by the Company from its
inception to the date of its acquisition of certain software assets outlined    
under the heading "Acquisitions," below, was the unsuccessful search for a      
potential merger, joint venture or acquisition candidate.  The recent software  
acquisition will allow the Company to private label a financial portal on the   
Internet.  This financial portal service will provide turnkey, cost-effective,  
Internet based financial information systems and on-line trading solutions to   
financial services companies and brokerage firms through a series of private    
labeled products.                                                               

    AlphaTrade's unique technologies are both replacement products and
augmentation products and have been created to make a more responsive           
environment for the user.                                                       

     AlphaTrade is preparing a multi-faceted corporate strategy designed
to capture market share quickly and efficiently.  AlphaTrade's technology       
provides the high quality, performance and control the market is demanding.     
The system frees the user from the constraints of linear processing, enabling   
companies to be more creative and interface with the customers in a futuristic  
manner.  Detailed information regarding the present and intended business       
operations of the Company can be found under the caption "Business," below.     

Limited Private Offering                                              
------------------------                                              

       On June 6, 1995, the Company issued 6,000,000 shares of "restricted
securities" (common stock) to James Barry Somervail for $2,500; Mr. Somervail   
then served as the President and a director of the Company.                     

      Mr. Somervail sold a portion of these "restricted securities" from
1995 to June, 1996, to a number of persons believed to have been                
"sophisticated investors" as defined in Rule 506 of the Securities and          
Exchange Commission; and some of these persons also transferred and/or sold a   
portion of these "restricted securities" to others, who were also believed to   
be "sophisticated investors," resulting in there being approximately 30         
stockholders, who were not deemed to be "affiliates" of the Company, in June,   
1996.                                                                           

NASD OTC Bulletin Board Quotations                                    
----------------------------------                                    

      On December 1, 1998, the NASD confirmed unpriced quotations of the
Company's common stock on the OTC Bulletin Board under the symbol "HNRO"; the   
OTC Bulletin symbol was changed to "EBNK," in January, 1999.  For information   
concerning these and other stock quotations regarding the Company's common      
stock, which do not represent actual transactions or broker/dealer markups,     
mark downs or commissions, see the caption "Market Price of and Dividends on    
the Company's Common Equity and Other Stockholder Matters," Item 9.             

Acquisitions                                                        
------------                                                        

     The Board of Directors approved and the Company executed an Asset
Purchase Agreement with Unicorn Trade & Commerce (Europe) Ltd., a corporation   
organized under the laws of the country of Ireland ("Unicorn"), whereby the     
Company:                                                                        

*    Acquired 100% of the interest in certain software (the 
     "Software"), including computer programs and data files
         known as "WebSprite" and the "Web Enabling Software" (for a
     description of the Software, see the heading "Principal
        Products and Services" of the caption "Business," Item 1).

     *  Issued 4,000,000 shares of "restricted securities" (common
stock) to Unicorn.                                

    A copy of the Asset Purchase Agreement is attached hereto and is
incorporated herein by reference.                                               

Changes of Control During the Past Three Years                        
----------------------------------------------                        

     Pursuant to the Company's Bylaws and the applicable provisions of
the Nevada Revised Statutes, on December 23, 1998, James Barry Somervail, the   
Company's President and a director, appointed Victor D. Cardenas and J.         
Michael Pinkney as directors, to serve until the next annual meeting of the     
stockholders or until their respective successors were appointed and qualified  
or their prior resignations or terminations.  Mr. Somervail resigned            
immediately thereafter.  Maggie Abbott, the Company's Secretary, also resigned  
on this date.                                                                   

   Effective December 23, 1998, and pursuant to the Bylaws and the
applicable provisions of the Nevada Revised Statutes, the newly constituted     
Board of Directors unanimously consented without a meeting to elect the         
following persons to serve as executive officers: Victor D. Cardenas,           
President; and J. Michael Pinkney, Secretary/Treasurer.                         

        See the caption "Security Ownership of Certain Beneficial Owners and
Management, Item 4, for information respecting the beneficial ownership of      
securities of the Company by Messrs. Cardenas and Pinkney; and see the caption  
"Directors, Executive Officers, Promoters and Control Persons," Item 5, for     
other material information regarding these persons.                             

 Sales of "Unregistered" and "Restricted" Securities Over the Past Three
Years                                                                 
-----                                                                 

       For information concerning sales of "unregistered" and "restricted"
securities during the past three years, see the caption " Recent Sales of       
Unregistered Securities," Item 10.                                              

Business.                                                                       
---------                                                                       

     AlphaTrade has made a tremendous breakthrough in the development of
a revolutionary "web" based technology. To showcase the power of this           
technology, AlphaTrade is creating the "Financial Portal for the new            
Millenium."  The "beta" launch for this technology will be spring of 1999,      
with the public launch slated for summer 1999.   This new portal will abandon   
the "online newspaper" format so common in the leading financial web portals    
of today.  Instead, AlphaTrade's technology leverages the intelligence and      
quickness of this browser based technology to bring the user a customized       
assortment of applications such as:  tick by tick charting, real-time quotes,   
dynamic portfolio management, live TV broadcasts, streaming video with no       
delay, premium on-line trading platforms and comprehensive news all delivered   
via a nimble, thin client platform.                                             

     The Company intends to utilize its Software to participate in the
explosive on-line financial services market through a unique subscriber         
aggregation strategy.  The strategy focuses on private labeling the Company's   
turnkey Internet products to established brokerage and other financial          
services firms which currently do not offer or offer inadequate on-line         
financial information and trading tools.  This unique business model will       
allow the Company to take advantage of existing brand recognition and           
loyalties already established between these firms and their clients, while      
providing a vehicle to become one of the fastest growing financial portals on   
the web.                                                                        

    Currently, there are 5,500 brokerage firms located in the United
States; approximately 78 of these are presently offering on-line trading        
services.  This number will have to increase in the future to keep up with the  
explosive demand created by investors wanting to trade on-line.  The remaining  
firms are searching for direction and solutions.  Most brokerage firms are      
recognizing that the development of on-line business is imperative to their     
long-term ability to remain a viable operation.                                 

      The Company does not intend to restrict its business operations or
its ability to generate online commerce via their financial portal; it will     
consider all opportunities presented.                                           

Risk Factors                                                          
------------                                                          

        In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained in total until the business   
is underway.  However, at a minimum, the Company's present and proposed         
business operations will be highly speculative and be subject to the same       
types of risks inherent in any new or unproven venture, and will include those  
types of risk factors outlined below.                                           

    Limited Assets; No Immediate Source of Revenue.  The Company has
Software assets which are as of yet unproven; no revenues, and with none        
expected until the Company has completed a sale of the Software to a brokerage  
firm or a financial services firm; the Company can provide no assurance that    
its business prospects will produce any material revenues for the Company; or   
that its current and intended business operations will be profitable.           

Limited Funds Available for Operating Expenses.  The Company
currently has no operating capital.   All funding necessary to meet the         
Company's anticipating operating expenses during the next 12 months will        
likely be advanced by management or principal stockholders as loans to the      
Company; or will be raised through debt or equity financing with non-           
affiliated parties.  The Company's ability to raise debt or equity funding      
from non-affiliated sources will be severely limited by reason of its lack of   
positive historical operations, limited assets and the limited public market    
for its common stock. See the heading "Plan of Operation" of the caption        
"Management's Discussion and Analysis or Plan of Operation," Item 2,            
respecting the Company's current and intended operations; and the caption       
"Market Price of and Dividends on the Company's Common Equity and Other         
Stockholder Matters," Item 9, respecting the limited market for the Company's   
common stock.                                                                   

   No "Established Trading Market" for Common Stock.  Although the
Company's common stock is quoted on the OTC Bulletin Board of the NASD, there   
is currently no "established trading market" for its common stock; and there    
can be no assurance that any such market will ever develop or be maintained.    
Any market price for shares of common stock of the Company is likely to be      
very volatile, and numerous factors beyond the control of the Company may have  
a significant adverse effect.  In addition, the stock markets generally have    
experienced, and continue to experience, extreme price and volume fluctuations  
which have affected the market price of many small capital companies and which  
have often been unrelated to the operating performance of these companies.      
These broad market fluctuations, as well as general economic and political      
conditions, may adversely affect the market price of the Company's common       
stock in any market that may develop.  See the caption "Market for Common       
Equity and Related Stockholder Matters," Item 9.  Sales of "restricted          
securities" under Rule 144 may also have an adverse effect on any market that   
may develop in the Company's common stock.  See the caption "Recent Sales of    
Unregistered Securities," Item 10.                                              

Further, effective January 4, 1999, the NASD adopted rules and
regulations requiring that prior to any issuer having its securities quoted on  
the OTC Bulletin Board of the NASD that such issuer must be a "reporting        
issuer" which is required to file reports under Section 13 or 15(d) of the      
Securities and Exchange Act of the 1934, as amended (the "1934 Act").  The      
Company is not currently a "reporting issuer," and this Registration Statement  
will bring the Company into compliance with these listing provision of the OTC  
Bulletin Board and should prevent the NASD from delisting quotations of the     
Company's common stock.  Under the "phase-in" schedule of the NASD, the         
Company has until July, 1999, within which to become a "reporting issuer" and   
to satisfy all comments of the Securities and Exchange Commission respecting    
this Registration Statement.  See Item 9.                                       

Competition; Low Barriers to Entry.  The market for Internet
trading services is relatively new, intensely competitive, rapidly              
evolving and subject to rapid technological change.  The Company expects        
competition to persist, intensify and increase in the future.  The Company's    
potential competitors can be divided into several groups: computer hardware     
and service vendors such as IBM and Hewlett Packard; advertising and media      
agencies such as Ogilvy & Mather, Young & Rubicam and Foote, Cone & Belding;    
Internet integrators and web presence providers such as Agency.com and iXL      
Holdings; large information consulting service providers such as Anderson       
Consulting, Cambridge Technology Partners and Electronic Data Systems           
Corporation; telecommunications companies such as AT&T and MCI; Internet and    
online service providers such as America Online, Netcom Online and UUNet        
Technologies; and software vendors such as Microsoft, Netscape, Novell and      
Oracle.  Almost all of the Company's current and potential competitors have     
longer operating histories, larger installed customer bases, longer             
relationships with clients and significantly greater financial, technical,      
marketing and public relation resources than the Company and could decide at    
any time to increase their resource commitments to the Company's target         
market.  In addition, the market for on-line trading is relatively new and      
subject to continuing definition, and, as a result, may better position the     
Company's competitors to compete in this market as it matures.  As a strategic  
response to changes in the competitive environment, the Company may from time   
to time make certain pricing, service technology or marketing decisions or      
business or technology acquisitions that could have a material adverse effect   
on the Company's business, financial condition, results of operations and       
prospects.  Competition of the type described above could materially adversely  
affect the Company's business, results of operations, financial condition and   
prospects.                                                                      

      In addition, the Company's ability to generate clients will depend
to a significant degree on the quality of its services and its reputation       
among its clients and potential clients, compared with the quality of its       
services provided by, and the reputations of, the Company's competitors.  To    
the extent the Company loses clients to its competitors because of              
dissatisfaction with the Company's services or its reputation is adversely      
affected for any other reason, the Company's business, result of operations,    
financial condition and prospects could be materially adversely affected.       

 There are relatively low barriers to entry into the Company's
business.  Because firms such as the Company rely on the skill of their         
personnel and the quality of their client service, they have no patented        
technology that would preclude or inhibit competitors from entering their       
markets.  The Company is likely to face additional competition from new         
entrants into the market in the future.  There can be no assurance that         
existing or future competitors will not develop or offer services that provide  
significant performance, price, creative or other advantages over those         
offered by the Company, which could have a material adverse effect on its       
business, financial condition, results of operations and prospects.             

      Management believes its proprietary Software and new browser based
technology is sufficiently unique to enable it to effectively compete in its    
current and intended business operations.                                       

 Developing Internet Economy, Market for e-Commerce Solutions;
Unproven Acceptance of the Company's Software.  A substantial portion of the    
Company's revenue is expected to be derived from services that depend upon the  
adoption of Internet solutions by companies to improve their business           
positioning and processes, and the continued development of the World Wide      
Web, the Internet and e-Commerce. The Internet may not prove to be a viable     
commercial marketplace because of inadequate development of necessary           
infrastructure, lack of development of complementary products, implementation   
of competing technology, delays in the development or adoption of new           
standards and protocols required to handle increased levels of Internet         
activity, government regulation or other reasons.  The Internet has             
experienced, and is expected to continue to experience, significant growth in   
the number of users and volume of traffic. There can be no assurance that the   
Internet infrastructure will continue to be able to support the demands placed  
on it by this continuous growth.  Moreover, critical issues concerning the use  
of Internet and e-Commerce solutions (including security, reliability, cost     
ease of deployment and administration and quality of service) remain            
unresolved and may affect the growth of the use of such technologies to         
maintain, manage and operate a business, expand product marketing, improve      
corporate communications and increase business efficiencies.  The adoption of   
Internet solutions for these purposes, particularly by those individuals and    
enterprises that have historically relied on traditional means, can be capital  
intensive and generally require the acceptance of a new way of conducting       
business and exchanging information. If critical issues concerning the ability  
of Internet solutions to improve business positioning and processes are not     
resolved or, if the infrastructure is not developed, the Company's business,    
financial condition, results of operations and prospects will be materially     
adversely affected.                                                             

   Rapid Technology Change.  The market for Internet solutions and
marketing services is characterized by rapid technological change, changes in   
user and client requirements and preferences, frequent new product and service  
introductions embodying new processes and technologies and evolving industry    
standards and practices that could render the Company's intended service        
practices and methodologies obsolete.  The Company's success will depend, in    
part, on its ability to improve its existing services, develop new services     
and solutions that address the increasingly sophisticated and varied needs of   
any current and prospective clients, and respond to technological advances,     
emerging industry standards and practices and competitive service offerings.    
Failure to do so could result in the loss of customers or the inability to      
attract and retain customers, either of which developments could have a         
material adverse effect on the Company's business, financial condition,         
results of operations and prospects.  There can be no assurance that the        
Company will be successful in responding quickly, cost-effectively and          
sufficiently to these developments.  If the Company is unable, for technical,   
financial or other reasons, to adapt in a timely manner in response to change   
in market conditions or client requirements, its business, financial            
condition, result of operations and prospects would be materially adversely     
affected.                                                                       

   Potential Liability to Clients.  Many of the Company's intended
operations involve the development, implementation and maintenance of           
applications that are critical to the operations of their clients' businesses.  
Its failure or inability to meet a client's expectations in the performance of  
its services could injure the Company's business reputation or result in a      
claim for substantial damages, regardless of its responsibility for such        
failure.   In addition, the Company possesses technologies and content that     
may include confidential or proprietary client information.  Although the       
Company will implement policies to prevent such client information from being   
disclosed to unauthorized parties or used inappropriately, any such             
unauthorized disclosure or use could result in a claim for substantial          
damages.  The Company will attempt to limit contractually its damages arising   
from negligent acts, errors, mistakes or omissions in rendering professional    
services; however, there can be no assurance that any contractual protections   
will be enforceable in all instances or would otherwise protect the Company     
from liability for damages.  The successful assertion of one or more large      
claims against the Company that are uninsured, exceed available insurance       
coverage, if any, or result in changes to any insurance policies the Company    
may obtain, including premium increases or the imposition of a large            
deductible or co-insurance requirements, could adversely affect the Company's   
business, results of operations and financial condition.                        

   Future Capital Needs; Uncertainty of Additional Financing.  The
Company currently does not have the available cash resources and credit         
facilities sufficient to meet its presently anticipated working capital and     
capital expenditure requirements for this year. Therefore, the Company will     
need to raise substantial funds in order to conduct its intended operations or  
to take advantage of unanticipated opportunities.  The Company's future         
liquidity and capital requirements will depend upon numerous factors,           
including the success of its new service offerings and competing technological  
and market developments.  The Company will be required to raise additional      
funds through public or private financing, strategic relationships or other     
arrangements, particularly as its acquisition strategy matures. There can be    
no assurance that such additional funding, if needed, will be available on      
terms acceptable to the Company, or at all.  Furthermore, any additional        
equity financing may be dilutive to stockholders, and debt financing, if        
available, may involve restrictive covenants, which may limit the Company's     
operating flexibility with respect to certain business matters.  Strategic      
arrangements, if necessary to raise additional funds, may require the Company   
to relinquish its rights to certain of its intellectual property or selected    
business opportunities.  If additional funds are raised through the issuance    
of equity securities, the percentage ownership of the stockholders of the       
Company will be reduced, stockholders may experience additional dilution in     
net book value per share and such equity securities may have rights,            
preferences or privileges senior to those of the holder of the Company's        
common stock.  If adequate funds are not available on acceptable terms, the     
Company may be unable to develop or enhance its services and products, take     
advantage of future opportunities or respond to competitive pressures, any of   
which could have a material adverse effect on its business, financial           
condition, results of operations and prospects.                                 

      Government Regulation and Legal Uncertainties.  The Company is not
currently subject to direct governmental regulation, other than the securities  
laws and the regulations thereunder applicable to all publicly owned            
companies, and laws and regulations applicable to businesses generally, and     
there are currently few laws or regulations directly applicable to access to    
or commerce on the Internet.  However, due to the increasing popularity and     
use of the Internet, it is likely that a number of laws and regulations may be  
adopted at the local, state, national and international levels with respect to  
the Internet covering issues such as user privacy, freedom of expression,       
pricing of products and services, taxation, advertising, intellectual property  
rights, information security or the convergence of traditional communication    
services with Internet communications.  For example, the Telecommunications     
Act of 1996 (the "Telecommunications Act") imposes criminal penalties on        
anyone who distributes obscene or indecent communications over the Internet.    
Although the anti-indecency provisions of the Telecommunications Act have been  
declared unconstitutional by the federal courts, the increased attention        
focused upon these liability issues as a result of the Telecommunications Act   
could adversely affect the growth of the Internet and therefore demand for the  
Company's services.  In addition, because of the growth in the electronic       
commerce market, Congress has held hearings on whether to regulate providers    
of services and transactions in the electronic commerce market, which           
regulations could negatively affect client demand for Internet solutions that   
facilitate electronic commerce.  Moreover, the adoption of any such laws or     
regulations may decrease growth of the Internet, which could in turn decrease   
the demand for the Company's services or increase the cost of doing business    
or in some other manner have a material adverse effect on the Company's         
business, financial conditions, results of operations or prospects.  Further,   
the applicability to the Internet of existing laws governing issues such as     
property ownership, copyrights and other intellectual property issues,          
taxation, libel and personal property is uncertain.  The vast majority of such  
laws were adopted prior to the advent of the Internet and related technologies  
and, as a result, do not contemplate or address the unique issues of the        
Internet and related technologies.  Changes to such laws intended to address    
these issues, including some recently proposed changes, could create            
uncertainty in the marketplace which could reduce demand for the Company's      
services or increase the cost of doing business as a result of litigation       
expenses or increased service delivery costs, or could in some other manner     
have a material adverse effect on the Company's business, financial condition,  
results of operations and prospects.                                            

Year 2000                                                             
---------                                                             

     The hardware intended to be utilized by the Company in connection
with its intended business operations is believed by management to be Y2K       
compliant.  The Company's equipment is new, and the architecture and design of  
its Software was taken into account in all equipment purchases.  Purchases      
have and will be limited to equipment from well known computer companies like   
IBM, Cisco and other reputable hardware manufacturers.                          

   The Company can give no assurance that third parties with whom it
intends to do business (e.g., brokerage firms, banks, financial institutions,   
business and utilities) will ensure Year 2000 compliance in a timely manner or  
that, if they do not, their computer systems will not have an adverse effect    
on the Company.  However, the Company does not believe that Year 2000           
compliance issues of such third parties will result in a material adverse       
effect on its financial condition or results of operations.                     

Principal Products and Services                                       
--------------------------------                                      

     AlphaTrade has made a tremendous breakthrough in the development of
a revolutionary "web" based technology. To showcase the power of this           
technology, AlphaTrade is creating the "Financial Portal for the new            
Millenium."  The "beta" launch for this technology will be spring of 1999,      
with the public launch slated for summer 1999.   This new portal will abandon   
the "online newspaper" format so common in the leading financial web portals    
of today.  Instead, AlphaTrade's technology leverages the intelligence and      
quickness of this browser based technology to bring the user a customized       
assortment of applications such as:  tick by tick charting, real-time quotes,   
dynamic portfolio management, live TV broadcasts, streaming video with no       
delay, premium on-line trading platforms and comprehensive news all delivered   
via a nimble, thin client platform.                                             

The Company's financial web portal will be private labeled to 
brokerage firms and other financial institutions which have not yet created an  
on-line presence or ones that want to enhance their on-line presence.  Many     
web sites offer portfolio management capabilities, but few offer everything     
needed for a person to be an intelligent stock trader and personal money        
manager.  A prime aspect of the AlphaTrade financial portal is that it will     
provide choice and accessibility like no other portal or trading platform.      
Our portfolio analysis will provide data views like Morningstar and Quicken     
and streaming news to ensure that any analysis is complete and comprehensive.   

    AlphaTrade's unique technologies are both replacement products and
augmentation products and have been created to make a more responsive           
environment for the user.  These lightweight components are very compact and    
streamlined; management believes the Company's technologies will quickly        
replace and make the "World Wide Web" obsolete.                                 

     AlphaTrade is preparing a multi-faceted corporate strategy designed
to capture market share quickly and efficiently.  its technology provides the   
high quality, performance and control the market is demanding. The system       
frees the user from the constraints of linear processing, enabling companies    
to be more creative and interface with the customers in a futuristic manner.    

On-line Brokerage Services                                  
---------------------------                                 

     Developing a premier online investment portal, which will provide
institutional and retail investors with the following capabilities, is the      
Company's goal:                                                                 

     *    Access to comprehensive financial information on all markets
and 160 stock exchanges.                          

*    The ability to track investments through a user-driven 
portfolio management system.                      

 *    The capability to access a complete array of interactive
applications directly to the user's desktop.      

  *    To directly execute trades with an online private labeled
broker of choice.                                 

     *    A "one-stop" philosophy that provides the user direct access
        to the most common information requested on the web, i.e.,
 finance, news, sports, weather and on-line trading.

   *    A unique graphical user interface which uses the latest in
     web technologies; Dynamic HTML, Java Script, Live Video
Broadcasts, Java and XML.                         

*    Unique, lightweight access to ECN's (Electronic        
    Communication Network). ECN's are computerized trading
         networks that display and try to match buy orders with sell
orders in NASDAQ quoted securities.               

   *    Real time streaming stock quotations direct to the browser
or desktop.                                       

Financial Content                                           
-----------------                                           

       The Company's financial content will include investment performance
data, financial and business news and company-specific information.             

  Investment performance data is raw financial data respecting a
company's stock, its industry and the economy as a whole. The Company's         
financial data includes specific information in price quotes, performance       
charts, specific fundamental data regarding companies and market indices.       

 Financial and business news consists of real-time and delayed
broadcasts of general and business/financial news as well company-specific      
press releases. The Company will assemble the current news and press releases   
from data feeds providers.                                                      

      Company specific content is corporate information that complements
the investment performance data for a particular entity's securities offering.  
This data includes a briefing about products and services, corporate            
management, historic performance, financial statements and disclosure           
documents.                                                                      

Recent Public Announcements                                           
---------------------------                                           

    See the Company's News Release dated February 16, 1999, Item 15.

Distribution Methods of the Products or Services                      
------------------------------------------------                      

     The Company will utilize the Internet and/or the worldwide web as
its primary information distribution method.  The Company will deliver          
financial information and content in both the browser and non-browser           
environments.  The Company has developed unique lightweight (thin-client)       
applications and Java based components, which deliver financial data over low   
bandwidth connections.                                                          

Competitive Business Conditions                                       
-------------------------------                                       

   The list of Company's direct and indirect online competitors is
diverse, exhaustive and difficult to calculate. Competitors range from the      
North American stock exchanges, to well-established news providers, to          
discount brokerage firms, and to mutual fund companies and content              
aggregators.  Since the Company expects to be a one-stop-shop for online        
investing services, each of these types of competitors will compete with the    
Company's products and services in one respect or another.  The following is a  
brief list of a few of the major potential competitors of the Company:          
Microsoft Investor; DBC Online; The Motley Fool; Morningstar.net; and Yahoo!;   
The Street.com; and PC Quote.  Also see the heading "Risk Factors," under the   
caption "Business" of this Item, specifically, the risk factor entitled         
"Competition; Low Barriers to Entry."                                           

Competitive Advantages & Differentiation                    
----------------------------------------                    

      The Company's private labeling strategy differentiates the Company
from its rivals and establishes many competitive advantages.                    

     A recent study by "Forrester Research" concluded that the average
cost to build and maintain a basic financial transaction site is US$5,000,000   
for the first year. If a brokerage firm wished to launch a more serious effort  
that would add personalization, stock trading and asset allocation to its       
basic services, the development and maintenance costs of the site would         
average US$17,500,000 per year.                                                 

      Companies that have added comprehensive information, data and news
applications crested the U$25,000,000 range. Maintenance costs averaged 25% of  
the total annual cost of the site.                                              

    The online discount brokerage industry is currently plagued by a
lack of comprehensive premium investment information for the investor,          
obliging the investors to look elsewhere for content prior to conducting a      
securities transaction.                                                         

      The Company believes that its financial web portal, as well as new
applications and content, can be customized as a branded information gateway    
for advanced trading, e-commerce and analytic applications online. Marketed to  
small and medium sized financial services companies, the Company's P.P.         
program is an attractive solution that allows companies to maintain their       
investor customers by providing on-line trading and research capabilities.      

    The ultimate value of Company's portal to these small and medium
sized firms is the ability to offer them a real-time trading channel to their   
retail customers.                                                               

      The impact of P.P. services on this business model is extensive as
it allows the Company to directly participate in the trading revenue stream.    
The Company's is developing the trading platform.                               

   Patents, Trademarks, Licenses, Franchisees, Concessions, Royalty Payments
or Labor Contracts                                                    
------------------                                                    

None.                                                         

Need for Government Approval of Principal Products or Services        
--------------------------------------------------------------        

None, currently; however, see the following caption.        

Effect of Existing or Probable Governmental Regulations on Business   
-------------------------------------------------------------------   

        See the heading "Risk Factors," under the caption "Business" of this
Item, specifically, the risk factors entitled "Governmental Regulation; Legal   
Uncertainties."; and "No 'Established Trading Market' for Common Stock."        

Research and Development                                              
------------------------                                              

       The Company has purchased technologies and software components from
other organizations, which involved extensive development time and investment.  
The WebSprite technology was developed over 2 years by Dvorak Developments of   
Denver Colorado.  The browser based technologies have been under development    
for 12 months by Rafael Denoyo and his firm, Web Data, of Las Vegas, Nevada.    

    Management estimates $1,500,000 will be expended on research and
development during fiscal 1999, subject to the availability of funding from     
debt or equity financing.                                                       

Number of Employees                                                   
-------------------                                                   

15.                                                         

Item 2.  Management's Discussion and Analysis or Plan of Operation.             
-------------------------------------------------------------------             

Plan of Operations.                                                             
-------------------                                                             

      The Company will need to raise additional capital in the next twelve
month period to satisfy its cash requirements.  This will take the form of an   
equity issue or a stockholders' loans from directors.  The Company recently     
completed a private placement for $1,000,000 in "restricted securities" and     
issued 1,000,000 shares of "restricted securities" under Rule 144 of the        
Securities and Exchange Commission.   These funds are to be advanced over a     
period of four months to coincide with the Company's product development        
schedule. Thereafter, the Company will need to raise an additional $4,000,000   
for new product development, market penetration and general and administrative  
costs of operations.                                                            

     AlphaTrade has made a tremendous breakthrough in the development of
a revolutionary "web" based technology. To showcase the power of this           
technology, AlphaTrade is creating the "Financial Portal for the new            
Millenium."  The "beta" launch for this technology will be spring of 1999,      
with the public launch slated for summer 1999.   This new portal will abandon   
the "online newspaper" format so common in the leading financial web portals    
of today.  Instead, AlphaTrade's technology leverages the intelligence and      
quickness of this browser based technology to bring the user a customized       
assortment of applications such as:  tick by tick charting, real-time quotes,   
dynamic portfolio management, live TV broadcasts, streaming video with no       
delay, premium on-line trading platforms and comprehensive news all delivered   
via a nimble, thin client platform.                                             

The Company's financial web portal will be private labeled to 
brokerage firms and other financial institutions which have not yet created an  
on-line presence or ones that want to enhance their on-line presence.  Many     
web sites offer portfolio management capabilities, but few offer everything a   
person would require to be an intelligent stock trader and personal money       
manager.  One of the prime aspects of the AlphaTrade financial portal is that   
it provides choice and accessibility like no other portal or trading platform.  
Our portfolio analysis will provide data views like Morningstar and Quicken     
and streaming news to ensure that any analysis is complete and comprehensive.   

It is anticipated that the Company will spend approximately   
$1,500,000 on new equipment and add 50-60 new employees over the next 12 month  
period.                                                                         

        The foregoing contains "forward-looking" statements and information,
all of which is modified by reference to the caption "Risk Factors," Item 1.    

Results of Operations.                                                          
---------------------                                                           

        There were no operations during the periods covered by the financial
statements of the Company which accompany this Registration Statement.  See     
Item 13.                                                                        

Liquidity.                                                                      
----------                                                                      

   For the period ended January 15, 1999, the Company had no cash with
$3,000 in prepaid expenses for total current assets of $3,000 with $29,072 in   
current liabilities.  The Company had no revenues with total expenses of        
$105,510 for a net loss for the period of ($105,510). $17,271 was provided as   
a loan by a stockholder.                                                        

Item 3.  Description of Property.                                               
---------------------------------                                               

    The Company's principal executive offices are located at Suite #400,
1111 W. Georgia Street, Vancouver, B.C., Canada V6E 4M3, and consist of 4,800   
square feet at a cost of US $3,300 per month on a month to month basis.         

     The Company also has an office at Suite #10, 3855 S. Valley View, Las
Vegas, Nevada 89103, which consists of 1,000 square feet.  There is no lease    
cost on this space for the first 12 months as it is being provided free of      
charge by Rafael DeNoyo, a Director of the Company.                             

Item 4.  Security Ownership of Certain Beneficial Owners and Management.        
------------------------------------------------------------------------        

Security Ownership of Certain Beneficial Owners.                                
------------------------------------------------                                

      The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of the date     
hereof:                                                                         

                                                                · Download Table

                      Number of Shares           Percentage                 
Name and Address     Beneficially Owned           of Class(1)               
----------------     ------------------           --------                  
                                                                            

Emerald Marketing Ltd.     500,000                2.36%                     

Jupiter Consultants(2)     285,000                1.34%                     
Inc.                                                                        

Micro American, Inc.(2)    280,000                1.32%                     

Montblanc Enterprises      500,000                2.36%                     
Ltd.                                                                        

Gordon J. Muir(2)          290,000                1.37%                     

Penny Perfect(2)           295,000                1.39%                     

Sandy Coastline(2)      10,280,000               48.49%                     
Investments Ltd.                                                            

Unicorn Trade and                                                           
Commerce                 4,000,000               18.87%                     

Yangtze Management(3)      280,000                1.32%                     
Ltd.                                                                        

     (1)  Assumes the conversion of the outstanding 2,000,000 shares of     
          Series A Preferred Stock to 10,000,000 shares of common stock,    
          resulting in 21,200,000 shares being outstanding, but excludes    
          shares underlying the warrants owned by Emerald Marketing Ltd. and
          Montblanc Enterprises Ltd.  See Items 10 and 11; and Exhibits 3.6,
          4.1 and 4.2, Item 15.                                             

     (2)  Penny Perfect and Gordon J. Muir, husband and wife, singly or     
          jointly own or control each of these corporations; their          
          collective percentage of beneficial ownership includes the shares 
          owned by each of these corporations, and assumes the conversion of
          the outstanding Series A Preferred Stock owned by Sandy Coastline 
          Investments Ltd.; and their collective beneficial ownership       
          amounts to 53.9% of the outstanding voting securities of the      
          Company.                                                          

     (3)  J. Michael Pinkney owns or controls this corporation.             


Security Ownership of Management.                                               
---------------------------------                                               

      The following table sets forth the share holdings of the Company's
directors and executive officers as of the date hereof:                         

                                                                · Download Table


                      Number of Shares       Percentage of    
Name and Address         Beneficially Owned        of Class(1)
----------------         ------------------      -------------
                                                              

Victor D. Cardenas (2)         50,000                  .002%  

J. Michael Pinkney (2)(3)     330,000                 1.56%   

Rafael DeNoyo (2)(4)        4,000,000                18.87%   

(1)  Assumes the conversion of the outstanding 2,000,000 shares of    
  Series A Preferred Stock to 10,000,000 shares of common stock,
  resulting in 21,200,000 shares being outstanding, but excludes
      shares underlying the warrants owned by Emerald Marketing Ltd. and
  Montblanc Enterprises Ltd..  See Items 10 and 11; and Exhibits
3.6, 4.2 and 4.2, Item 15.                                  

(2) See the caption "Directors, Executive Officers, Promoters and   
    Control Persons," Item 5, for information concerning the offices
      or other capacities in which these persons serve with the Company.

(3)  Mr. Pinkney beneficially owns Yangtze Management Ltd.            

(4)  Mr. DeNoyo beneficially owns the shares of Unicorn.              

Changes in Control.                                                             
-------------------                                                             

 There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.              

Item 5.  Directors, Executive Officers, Promoters and Control Persons.          
---------------------------------------------------------------------           

Identification of Directors and Executive Officers.                             
---------------------------------------------------                             

     The following table sets forth the names of all current directors
and executive officers of the Company.  These persons will serve until the      
next annual meeting of the stockholders (held in June of each year) or until    
their successors are elected or appointed and qualified, or their prior         
resignations or terminations.                                                   

                                                                · Download Table


                                  Date of         Date of    
                    Positions    Election or     Termination 
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
                                                             
Victor D. Cardenas  Director and    12/98             *      
                    President                                

J. Michael Pinkney  Director and    12/98             *      
                    Secretary/                               
                    Treasurer                                

Rafael DeNoyo       Director         2/99             *      


* These persons presently serve in the capacities indicated.

Business Experience.                                                            
--------------------                                                            

     Victor D. Cardenas, Age 48, President and a Director. For over 30
years Mr. Cardenas has been a senior level manager with IBM and as such has     
been involved in marketing, sales and computer software systems development     
for large clients.  He is currently the Utilities Industry Executive.  Mr.      
Cardenas holds a Bachelors Degree in Electrical Engineering from IPN in Mexico  
City, Mexico; and has attended a one year accelerated business management       
program in New York; he has also taken business educations courses at Harvard   
University and Cambridge University, UK.  He has been presented with nine       
annual sales recognition awards; one "top" performer sales award (Golden        
Circle); and four excellence in management awards.                              

        J. Michael Pinkney, Age 56, Secretary/Treasurer and a Director.  Mr.
Pinkney earned a Bachelor's Degree in commerce from the University of Alberta,  
Canada.  He was employed with the Alberta government for over 20 years as a     
Senior Administrator, and since 1996, has been working as an independent        
contractor specializing with large corporate clients.                           

   Rafael DeNoyo, Age 37, Director and Chief Technical Officer.  Mr.
DeNoyo is a quantitative specialist in a variety of financial market            
applications and has over fourteen years of experience in developing            
quantitative models for the financial market.  He has successfully guided the   
production of automated trading platforms for  the futures, stocks and foreign  
exchange markets.  Mr. DeNoyo has extensive experience in developing data feed  
parsers, data collection engines and other software related to data feed        
manipulation and Internet communications.  He has worked closely with           
different modules related to an advanced net technology that provides the       
ability to access applications through the web browser.                         

Significant Employees.                                                          
----------------------                                                          

    The Company currently has four significant employees who are not
executive officers; however, as its business develops, it may be required to    
engage the services of various technical and executive personnel.               

  Sam Halim, Age 57, Project Management.  Mr. Halim has degrees in
Physics, Chemistry and studies on advanced Management Science.  Mr. Halim has   
developed a recognized expertise in evaluation trading systems and trading      
advisors.  Mr. Halim is an expert in stocks and commodity trading and has       
managed his own multi-advisor commodity pool.  His dual expertise in both       
technical trading and large-scale project management lends well to managing     
and coordinating the Alphatrade.com undertaking.                                

    John O'Donahue, Age 52, Manager of Artificial Intelligence.  Mr.
O'Donahue has over fifteen years experience in the application of Artificial    
Intelligence to stock and commodity trading.  He has developed proprietary      
Genetic Algorithm software used in the automation of model building and         
optimization.  He has also done extensive work in the areas of Expert Systems   
and Fuzzy Logic.  He has successfully led projects to build trading platforms   
used by a variety of major financial companies.                                 

 James A. Steiner, Age 36, Systems Manager.  Fluent in German,
Spanish, French and English, he began his computer industry career in 1989,     
joining the staff of American and European Investments in Bethesda, Maryland,   
as a Programmer and Research Analyst.  Formerly also with Labyrinth Research,   
Richmond Research & Trading, and Fox River Financial Resources, Chemware, and   
Dynamix, his career has so far culminated in his appointment as Project Lead    
on MCI's now legendary "Views" component, now deployed at 150 MCI/Worldcom      
Service Centers at every trouble ticket terminal. While working on contract     
for Dynamix on a remote Pacific Island, he experienced an epiphany which has    
caused him to devote his life to Java and reusable, scalable, object oriented   
database technology.  Since that time, he has achieved the highest level of     
Java certification and built an international reputation in the field.  He is   
an expert in nearly every major relational database, and is in the vanguard in  
the OODBMS movement.  A COBRA expert, he is known as the "Godfather of          
Enterprise Java Beans" to the component cognoscenti.                            

      Steve Budrys, Age 41, Platform Manager.  Formerly CTO for one of the
world's foremost Internet casinos, he has been involved in the computer         
industry as a programmer, analyst and programming manager since 1984.  He has   
worked for Alpha-Beta, Odesta Corp., Vertical Solutions, Killer Sports,         
Dynamix and GMT.  Most recently, he spearheaded Net Bet's foray into Internet   
wagering.  His experience includes work on a variety of operating systems and   
hardware/software platforms.  Mr. Budrys is an internationally recognized       
authority on dynamical, nonlinear systems design, mathematical modeling and     
numerical optimization methods.  For the past six years, he has devoted his     
talents to time-series forecasting and modeling using the most advanced forms   
of computational intelligence.  Mr. Budrys is an experienced programmer in a    
wide variety of computer languages, programming environments, hardware          
platforms, and operating systems.  He has done duty as a systems/database       
administrator of UNIX, PC/Novell and Macintosh LANS, and is familiar with       
their operating systems and hardware.  Mr. Budrys, the [self-anointed] Cook     
Islands Chess Champion, is an expert in the art of "cold reading," having       
scored some truly amazing hits.  A published author, his books "Killer          
Football" and "Killer Basketball" are now considered collectors items.  A       
former professional poker and blackjack player, Mr. Budrys is also the creator  
of the popular shareware video poker tutor, "Deuces Wild."                      

Family Relationships.                                                           
---------------------                                                           

       There are no family relationships between any director or executive
officer.                                                                        

Involvement in Certain Legal Proceedings.                                       
-----------------------------------------                                       

        During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of     
the Company:                                                                    

  (1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the      
bankruptcy or two years prior to that time;                                     

    (2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor       
offenses);                                                                      

      (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,         
permanently or temporarily enjoining, barring, suspending or otherwise          
limiting his involvement in any type of business, securities or banking         
activities; or                                                                  

  (4) was found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have     
violated a federal or state securities or commodities law, and the judgment     
has not been reversed, suspended or vacated.                                    

Item 6.  Executive Compensation.                                                
--------------------------------                                                

     The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:                 

                                                                · Download Table

                         SUMMARY COMPENSATION TABLE              

                           Long Term Compensation                

                    Annual Compensation   Awards  Payouts        

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)   

                                              Secur-             
                                              ities        All   
Name and   Year or               Other  Rest- Under- LTIP  Other 
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-  
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------
                                                                 

Victor                                                           
Cardenas,  12/30/98    0     0     0      0       0     0   0    
President,  1/15/99    0     0     0     (1)      0     0   0    
Director                                                         

J. Michael                                                       
Pinkney,   12/31/98    0     0     0      0       0     0   0    
Sec'y/Treas.1/15/99    0     0     0     (1)      0     0   0    
Director                                                         

Rafael                                                           
DeNoyo,(2) 12/31/98    0     0     0      0       0     0   0    
Director    1/15/99    0     0     0      0       0     0   0    


  (1)   On January 8, 1999, 50,000 "unregistered" and "restricted"
        shares of the Company's common stock were issued to Victor
       D. Cardenas and J. Michael Pinkney for services rendered.
         See the caption  "Recent Sales of Unregistered Securities,"
Item 10.                                          

   (2)    Mr. DeNoyo's term of office did not commence until February,
1999.                                             

      No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the       
years ended December 31, 1998 or 1997, or the period ended January 15, 1999,    
except as set forth in the Summary Compensation Table.  Further, no member of   
the Company's management has been granted any option or stock appreciation      
rights; accordingly, no tables relating to such items have been included        
within this Item.                                                               

 The Company has adopted a 1999 Stock Incentive Plan (the "Stock
Incentive Plan")pursuant to which the Board of Directors may grant "restricted  
securities" awards to selected participants, based upon performance standards   
and set vesting guidelines based upon performance.  The grants may be           
designated as "Stock Options" or "Non-Qualified Stock Options."  The prices     
for the stock options shall in no case be less than 100% of the fair market     
value of the underlying shares on the date of grant, unless determined          
otherwise by the Committee established under the Stock Incentive Plan. There    
are certain restrictions on transfer during the life time of any participant;   
and on termination, stock options may be exercised for a period of 90 days      
thereafter; in the event of retirement, stock options may continue to be        
exercised without time limitations, but to the extent that such stock options   
are exercised after 90 days, they shall be treated as "Non-Qualified Stock      
Options.  No stock options have been granted, but 1,200,000 shares at an        
exercise price of $1.00 have been reserved for issuance; a maximum of 20% of    
the outstanding common stock of the Company can be reserved for this purpose.   
A Copy of the Stock Incentive Plan is attached hereto and is incorporated       
herein by reference.  See Item 15.                                              

Compensation of Directors.                                                      
--------------------------                                                      

     Except for a $7,500 per month salary received by Mr. DeNoyo which
commenced January 15, 1999, there are no standard arrangements pursuant to      
which the Company's directors are compensated for any services provided as a    
director.  No additional amounts are payable to the Company's directors for     
committee participation or special assignments.                                 

Employment Contracts and Termination of Employment and Change-in-Control        
Arrangements.                                                                   
-------------                                                                   

There are no employment contracts, compensatory plans or    
arrangements, including payments to be received from the Company, with respect  
to any director or executive officer of the Company which would in any way      
result in payments to any such person because of his or her resignation,        
retirement or other termination of employment with the Company or its           
subsidiaries, any change in control of the Company, or a change in the          
person's responsibilities following a change in control of the Company.         

Item 7.  Certain Relationships and Related Transactions.                        
--------------------------------------------------------                        

    The only transactions between members of management, nominees to
become a director or executive officer, 5% stockholders, or promoters or        
persons who may be deemed to be parents of the Company are:                     

     *    Issuance 4,000,000 shares of "restricted securities" (common
      stock) to Unicorn (see the heading "Acquisitions" of the
     caption "Business Development," Item 1, and the caption
     "Recent Sales of Unregistered Securities," Item 10, and
Exhibit 10.1, Item 15.                            

  *    Issued 50,000 shares of "restricted securities" to two of
     the Company's current directors and executive officers,
         Victor D. Cardenas and J. Michael Pinkney (see the footnote
        to the Summary Compensation Table, Item 6, and the caption
 "Recent Sales of Unregistered Securities," Item 10.

     *    Issued 2,000,000 shares of Series A Preferred stock to Sandy
          Coastline Investments Ltd., which is owned and controlled by
         Penny Perfect and Gordon J. Muir, persons who may be deemed
         to be "affiliates" of the Company.  See Items 4, 10 and 11.

Item 8.  Legal Proceedings.                                                     
---------------------------                                                     

   The Company is not a party to any pending legal proceeding.  No
federal, state or local governmental agency is presently contemplating any      
proceeding against the Company.  No director, executive officer or persons who  
may be deemed to be an "affiliate" of the Company or owner of record or         
beneficially of more than five percent of the Company's common stock is a       
party adverse to the Company or has a material interest adverse to the Company  
in any proceeding.                                                              

Item 9.  Market Price of and Dividends on the Company's Common Equity and       
Other Stockholder Matters.                                                      
--------------------------                                                      

Market Information.                                                             
-------------------                                                             

       There has never been any "established trading market" for shares of
common stock of the Company.  Quotation of its common stock on the OTC          
Bulletin Board of the NASD only commenced December 2, 1998, as "unpriced"; no   
assurance can be given that any current market for the Company's common stock   
will develop or be maintained.  For any market that develops for the Company's  
common stock, the sale of "restricted securities" (common stock) pursuant to    
Rule 144 of the Securities and Exchange Commission by members of management,    
Unicorn or any other person to whom any such securities may be issued in the    
future may have a substantial adverse impact on any such public market.         
Information about the date when current holders' holding period of "restricted  
securities" commenced can be found under the caption "Recent Sales of           
Unregistered Securities," Item  10. A minimum holding period of one year is     
required for resales under Rule 144, along with other pertinent provisions,     
including publicly available information concerning the Company (this           
requirement will be satisfied by the filing and effectiveness of this           
Registration Statement, the passage of 90 days and the continued timely filing  
by the Company of all reports required to be filed by it with the Securities    
and Exchange Commission; limitations on the volume of "restricted securities"   
which can be sold in any 90 day period; the requirement of unsolicited          
broker's transactions; and the filing of a Notice of Sale of Form 144.          

    The following quotations were provided by the National Quotation
Bureau, LLC, and do not represent actual transactions; these quotations do not  
reflect dealer markups, markdowns or commissions.                               

                                                                · Download Table

                             STOCK QUOTATIONS*                      

                                               CLOSING BID          

Quarter ended:                          High                Low     
--------------                          ----                ---     

                                                                    
December 31, 1998                     Unpriced              Unpriced

January 4, 1999                        $25                  $0.60   
thru                                                                
March 19, 1998                                                      


Holders.                                                                        
--------                                                                        

    The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 175.                       

Dividends.                                                                      
----------                                                                      

     The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends   
in the foreseeable future.  The future dividend policy of the Company cannot    
be ascertained with any certainty, and if and until the Company completes any   
sales of its products,  no such policy will be formulated.  There are no        
material restrictions limiting, or that are likely to limit, the Company's      
ability to pay dividends on its securities.                                     

Item 10.  Recent Sales of Unregistered Securities.                              
-------------------------------------------------                               

                                                                · Download Table


     Common Stock                                                             
     ------------                                                             
                       Date              Number of           Aggregate        
     Name            Acquired             Shares           Consideration      
     ----            --------            ---------         -------------      
                                                                              
J. Michael Pinkney   1/8/99               50,000            Services(1)       

Victor D. Cardenas   1/8/99               50,000            Services(1)       

Unicorn              1/8/99            4,000,000            Acquisition(2)    

Emerald Marketing                                                             
Ltd.                 1/8/99              500,000            Subscription(3)   

International Resort                                                          
Properties Corp.     2/4/99              100,000            Services(4)       

Montblanc Enterprises                                                         
Ltd.                 2/18/99             500,000            Subscription(3)   

     Preferred Stock                                                          
     ---------------                                                          
Sandy Coastline Investments                                                   
Ltd.(5)              1/8/99            2,000,000            $0.001 (par value)


    (1)  See the footnote to the Summary Compensation Table, Item 6.

(2)  See the heading "Acquisitions" of the caption "Business
Development," Item 1, and Exhibit 10.1, Item 15.                                

      (3)  Subscriptions providing for promissory notes in the amount of
$500,000 each, due one year from subscription date, together with a warrant     
for each to purchase an additional 500,000 shares of "restricted securities"    
(common stock) at an exercise price of $1.00 per share, on or before one year   
from the date of the subscriptions, and $1.25 per share, if exercised after     
one year but prior to two years from the date of the subscriptions, with the    
common stock and the warrants to be void unless the promissory notes are paid   
when due.                                                                       

    (4)  Issued for services valued at $50,000 under Rule 701 of the
Securities and Exchange Commission in connection with the Company's             
restructuring, the acquisition outlined in Item 1 and its 10-SB Registration    
Statement.  See Item 15.                                                        

       (5)  Issued at par value to an "affiliate" of the Company; see Item
4.                                                                              

Each of these persons had access to all material information  
regarding the Company prior to the offer or sale of these securities; Unicorn   
is beneficially owned by a current director, Rafael DeNoyo; Sandy Coastline     
Investments Ltd. is owned by "affiliates"; the other corporations are believed  
to be "accredited investors"; and the other shares were issued to directors or  
executive officers.  The offers and sales of these securities are believed to   
have been exempt from the registration requirements of Section 5 of the         
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, and from  
similar applicable states' securities laws, rules and regulations exempting     
the offer and sale of these securities by available state exemptions from       
required registration.                                                          

Item 11.  Description of Securities.                                            
-----------------------------------                                             

Common Stock                                                          
------------                                                          

   The Company has a class of securities authorized, consisting of
100,000,000 shares of $0.001 par value common voting stock.  The holders of     
the Company's common stock are entitled to one vote per share on each matter    
submitted to a vote at a meeting of stockholders.  The shares of common stock   
do not carry cumulative voting rights in the election of directors.             

     Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities.  The common stock is     
not subject to redemption rights and carries no subscription or conversion      
rights.  All shares of the common stock now outstanding are fully paid and      
non-assessable.                                                                 

Preferred Stock                                                       
---------------                                                       

    The Company has authorized 10,000,000 preferred shares, $0.001 par
value per share, to be issued in series with attributes to be determined by     
the Board of Directors. A series of 2,000,000 shares of Class A Preferred       
Stock has been authorized by the Board of Directors.  The Class A Preferred     
Stock, all of which are currently outstanding, has the following rights,        
privileges and preferences:                                                     

*    Each share is convertible into five shares of common   
stock at a conversion price of $0.05 per share.   

*    Each share is accorded five votes on any matter        
submitted to the stockholders of the Company.     

*    These shares are assignable, subject to compliance     
with any applicable securities laws, rules and    
regulations.                                      

*    Ownership of these shares vests on issuance, and they  
are not subject to cancellation.                  

  See Exhibit 3.6, Item 15; and see the caption "Recent Sales of
Unregistered Securities," Item 10.                                              

No Outstanding Options, Warrants or Calls                   
-----------------------------------------                   

   With the exception of the shares of common stock into which the
Series A Preferred Stock are convertible, currently, there are no outstanding   
options, warrants or calls to purchase any of the authorized securities of the  
Company.                                                                        

No Provisions Limiting Change of Control                    
----------------------------------------                    

       There is no provision in the Company's Articles of Incorporation or
Bylaws that would delay, defer, or prevent a change in control of the Company.  

Item 12.  Indemnification of Directors and Officers.                            
---------------------------------------------------                             

Section 78.751(1) of the Nevada Revised Statutes ("NRS")    
authorizes a Nevada corporation to indemnify any director, officer, employee,   
or corporate agent "who was or is a party or is threatened to be made a party   
to any threatened, pending or completed action, suit or proceeding, whether     
civil, criminal, administrative or investigative, except an action by or        
in the right of the corporation" due to his or her corporate role. Section      
78.751(1) extends this protection "against expenses, including attorneys'       
fees, judgments, fines and amounts paid in settlement actually and reasonably   
incurred by him or her in connection with the action, suit or proceeding if he  
or she acted in good faith and in a manner which he or she reasonably believed  
to be in or not opposed to the best interests of the corporation, and, with     
respect to any criminal action or proceeding, had no reasonable cause to        
believe his or her conduct was unlawful."                                       

   Section 78.751(2) of the NRS also authorizes indemnification of
the reasonable defense or settlement expenses of a corporate director,          
officer, employee or agent who is sued, or is threatened with a suit, by or in  
the right of the corporation. The party must have been acting in good faith     
and with the reasonable belief that his or her actions were not opposed to the  
corporation's best interests. Unless the court rules that the party is          
reasonably entitled to indemnification, the party seeking indemnification must  
not have been found liable to the corporation.                                  

  To the extent that a corporate director, officer, employee, or
agent is successful on the merits or otherwise in defending any action or       
proceeding referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of  
the NRS requires that he be indemnified "against expenses, including            
attorneys' fees, actually and reasonably incurred by him or her in connection   
with the defense."                                                              

Section 78.751 (4) of the NRS limits indemnification under  
Sections 78.751 (1) and 78.751(2) to situations in which either (1) the         
stockholders, (2)the majority of a disinterested quorum of directors, or (3)    
independent legal counsel determine that indemnification is proper under the    
circumstances.                                                                  

 Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action    
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides     
that the rights to indemnification and advancement of expenses shall not be     
deemed exclusive of any other rights under any bylaw, agreement, stockholder    
vote or vote of disinterested directors. Section 78.751(6)(b) extends the       
rights to indemnification and advancement of expenses to former directors,      
officers, employees and agents, as well as their heirs, executors, and          
administrators.                                                                 

    Regardless of whether a director, officer, employee or agent has
the right to indemnity, Section 78.752 allows the corporation to purchase and   
maintain insurance on his behalf against liability resulting from his or her    
corporate role.                                                                 

Item 13.  Financial Statements and Supplementary Data.                          

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HONOR ONE CORPORATION   
(FORMERLY SIERRA GOLD DEVELOPMENT CORP.)  
(A DEVELOPMENT STAGE COMPANY)   

FINANCIAL, STATEMENTS     
December 31, 1998   
December 31, 1997   
December 31, 1996   

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BARRY L. FRIEDMAN, PC.      
Certified Public Accountant     

1582 TULITA DRIVE                              OFFICE (702) 361-8414            
LAS VEGAS, NEVADA 89123                        FAX NO. (702) 896-0278           

INDEPENDENT AUDITORS' REPORT      

Board Of Directors                           January 4, 1999                    
Honor One Corporation                                                           
Vancouver, BC, Canada                                                           

  I have audited the accompanying Balance Sheets of Honor One Corporation,
(Formerly Sierra Gold Development Corp.), (A Development Stage Company), as of  
December 31, 1998, December 31, 1997, and December 31, 1996, and the related    
statements of operations, stockholders, equity and cash flows for the three     
years ended December 31, 1998, December 31, 1997, and December 31, 1996. These  
financial statements are the responsibility of the Company's management. My     
responsibility is to express an opinion on these financial statements based on  
my audit.                                                                       

I conducted my audit in accordance with generally accepted auditing   
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. I believe that my audit provides a reasonable basis     
for my opinion.                                                                 

In my opinion, the financial statements referred to above present     
fairly, in all material respects, the financial position of Honor One           
Corporation, (Formerly Sierra Gold Development Corp.), (A Development Stage     
Company), as of December 31, 1998, December 31, 1997, and December 31, 1996,    
and the results of its operations and cash flows for the three years ended      
December 31, 1998, December 31, 1997, and December 31, 1996, in conformity      
with generally accepted accounting principles.                                  

The accompanying financial statements have been prepared assuming the 
Company will continue as a going concern. As discussed in Note #3 to the        
financial statements, the Company has no established source of revenue. This    
raises substantial doubt about its ability to continue as a going concern.      
Management's plan in regard to these matters are also described in Note #3.     
The financial statements do not include any adjustments that might result from  
the outcome of this uncertainty.                                                

/S/Barry L. Friedman                                                            
Certified Public Accountant                                                     

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                                                                · Download Table
                           HONOR ONE CORPORATION              
                 (FORMERLY SIERRA GOLD DEVELOPMENT CORP.)     
                       (A Development Stage Company)          

                               BALANCE SHEET                  

                                  ASSETS                      

                                    December December December
                                     31,1998 31, 1997 31, 1996
                                                              
CURRENT ASSETS:                      $    0 $       0 $      0
    TOTAL CURRENT ASSETS             $    0 $       0 $      0
OTHER ASSETS:                        $    0 $       0 $      0
    TOTAL OTHER ASSETS               $    0 $       0 $      0
    TOTAL ASSETS                     $    0 $       0 $      0

                   LIABILITIES AND STOCKHOLDERS' EQUITY       

CURRENT LIABILITIES:                                          
    Accounts Payable                 $  350 $       0 $      0
    TOTAL CURRENT LIABILITIES        $  350 $       0 $      0
STOCKHOLDERS' EQUITY:(Note 1)                                 

Common stock, no par value,                                   
authorized 25,000 shares                                      
issued and outstanding at                                     
December 31, 1996-25,000 shares                       $ 2,500 
December 31, 1997-25,000 shares             $ 2,500           

Common stock,par value,$.0001                                 
authorized 25,000,000 shares                                  
issued and outstanding at                                     
December 31, 1998-6,000,000 shs      $  600                   

Additional paid in Capital            1,900       0         0 
Accumulated loss                     -2,850  -2,500    -2,500 

TOTAL STOCKHOLDERS' EQUITY          $  -350 $     0   $     0 

TOTAL LIABILITIES AND                                         
STOCKHOLDERS' EQUITY                $     0 $     0   $     0 

See accompanying notes to financial statements & audit report                   

                                                                · Download Table
                           HONOR ONE CORPORATION               
                 (FORMERLY SIERRA GOLD DEVELOPMENT CORP.)      
                       (A Development Stage Company)           

                          STATEMENT OF OPERATIONS              

                        Year       Year     Year    June 6,1995
                        Ended     Ended    Ended    (inception)
                       Dec. 31,  Dec. 31, Dec. 31, to Dec. 31, 
                        1998       1997     1996       1998    
                                                               
INCOME:                                                        
    Revenue           $      0 $      0 $      0  $          0 

EXPENSES:                                                      
    General, Selling                                           
    and Administrative$    350 $      0 $      0  $     2,850  
     Total Expenses   $    350 $      0 $      0  $     2,850  
Net Profit/Loss(-)    $   -350 $      0 $      0  $    -2,850  
Net Profit/Loss(-)                                             
per weighted                                                   
share (Note 1)        $    NIL $  .0000 $  .0000  $    -.0005  

Weighted average                                               
number of common                                               
shares outstanding   6,000,000 6,000,000 6,000,000  6,000,000  

See accompanying notes to financial statements  audit report                    

                                                                · Download Table
                           HONOR ONE CORPORATION                           
                 (FORMERLY SIERRA GOLD DEVELOPMENT CCRP.)                  
                       (A Development Stage Company)                       

               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                

                                                    Additional      Accumu 
                                 Common Stock        paid-in        lated  
                              Shares       Amount    capital       Deficit 
                                                                           
Balance,                                                                   
December 31, 1995              25,000   $ 2,500              0    $  -2,500

Net loss year ended                                                        
December 31, 1996                                                         0

Balance,                                                                   
December 31, 1996              25,000   $ 2,500       $      0    $  -2,500

Net loss year ended                                                        
December 31, 1997                                                         0

Balance,                                                                   
December 31, 1997              25,000   $ 2,500       $      0    $  -2,500

October 21, 1998                                                           
changed from no par                                                        
value to $.0001                          -2,497         +2,497             

October 21, 1998                                                           
forward stock split                                                        
80:1                        1,975,000     +197            -197             

December 18, 1998                                                          
forward stock split                                                        
3:1                         4,000,000     +400            -400             

Net loss year ended                                                        
December 31, 1998                                                      -350

Balance,                                                                   
December 31, 1998           6,000,000 $    600         $ 1,900     $ -2,850

See accompanying notes to financial statements & audit report                   

                                                                · Download Table
                           HONOR ONE CORPORATION                    
                 (FORMERLY SIERRA GOLD DEVELOPMENT CORP.)           
                       (A Development Stage Company)                

                          STATEMENT OF CASH FLOWS                   

                             Year      Year      Year    June 6,1995
                            Ended     Ended     Ended    (inception)
                           Dec. 31,  Dec. 31,  Dec. 31,  to Dec. 31,
                             1998      1997     1996        1998    
                                                                    
Cash Flows from                                                     
Operating Activities:                                               
    Net Loss                $   -350 $      0 $       0 $     -2,850
    Adjustment to                                                   
    reconcile net loss                                              
    to net cash                                                     
    provided by operating                                           
    activities                     0        0         0            0
Changes in assets and                                               
liabilities:                                                        
    Increase in current                                             
    liabilities:                +350        0         0         +350

Net cash used in                                                    
operating activities        $      0 $      0 $       0 $     -2,500

Cash Flows from                                                     
investing activities               0        0         0            0
Cash Flows from                                                     
Financing Activities:                                               
    Issuance of common                                              
    stock for cash                 0        0         0       +2,500

Net increase(decrease)                                              
in cash                     $      0 $      0 $       0 $          0

Cash                                                                
beginning of period                0        0         0            0

Cash,                                                               
end of period               $      0 $      0 $       0 $          0

See accompanying notes to financial statements & audit report                   

HONOR ONE CORPORATION     
(FORMERLY SIERRA GOLD DEVELOPMENT CORP.)      
(A Development Stage Company)     

NOTES TO FINANCIAL STATEMENTS     
December 31, 1998, December 31, 1997, and December 31, 1996     

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY                                

The Company was organized June 6, 1995, under the laws of the State of  
Nevada, as Sierra Gold Development Corp. The company currently has no           
operations and, in accordance with SFAS #7, is considered a development stage   
company.                                                                        
On June 6, 1995, the company issued 25,000 shares of its no par value   
common stock for $ 2,500.00 for cash.                                           
On October 21, 1998, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from 25,000       
common shares of no par value stock to 25,000,000 common shares of $.0001       
par value.                                                                      
On October 21, 1998, the Company forward split it's common stock 80:1,
thus increasing the number of outstanding common stock shares from 25,000       
shares to 2,000,000 shares.                                                     
On October 29, 1998, the Company changed it's name to Honor one       
Corporation.                                                                    
On December 18, 1998, the Company forward split it's common stock 3:1,
thus increasing the number of outstanding common stock shares from 2,000,000    
shares to 6,000,000 shares.                                                     

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES                                     

Accounting policies and procedures have not been determined except as 
follows:                                                                        

1. The Company uses the accrual method of accounting.                 
2. Earnings per share is computed using the weighted average number of
common shares outstanding.                                                      
3. The Company has not yet adopted any policy regarding payment of    
dividends. No dividends have been paid since inception                          

NOTE 3 - GOING CONCERN                                                          

The Company's financial statements are prepared using the generally   
accepted accounting principles applicable to a going concern, which             
contemplates the realization of assets and liquidation of liabilities in the    
normal course of business. However, the Company has no current source of        
revenue. Without realization of additional capital, it would be unlikely for    
the Company to continue as a going concern. It is management's plan to seek     
additional capital through a merger with an existing operating company.         

NOTE 4 - WARRANTS AND OPTIONS                                                   

There are no warrants or options outstanding to acquire any additional shares   
of common stock.                                                                

NOTE 5 - RELATED PARTY TRANSACTION                                              

  The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial   
to the financial statements and, accordingly, have not been reflected therein.  
The officers and directors of the Company are involved in other business        
activities and may, in the future, become involved in other business            
opportunities. If a specific business opportunity becomes available, such       
persons may face a conflict in selecting between the Company and their          
other business interests. The Company has not formulated a policy for the       
resolution of such conflicts.                                                   

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ALPHATRADE.COM  
(Formerly Honor One Corporation)
 (A Development Stage Company)

FINANCIAL STATEMENTS

January 15, 1999 and December 31, 1998

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INDEPENDENT AUDITORS' REPORT            

To the Stockholders of                                                          
AlphaTrade.com                                                                  
(Formerly Honor One Corporation)                                                
(A Development Stage Company)                                                   
Vancouver, B.C. Canada                                                          

We have audited the accompanying balance sheets of AlphaTrade.com (formerly     
Honor One Corporation) (a development stage company) as of January 15, 1999,    
and the related statements of operations, stockholders' equity (deficit) and    
cash flows for the period from January 1, 1999 through January 15, 1999.        
These financial statements are the responsibility of the Company's management.  
Our responsibility is to express an opinion on these financial statements       
based on our audit.                                                             

We conducted our audit in accordance with generally accepted auditing           
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audit provides a reasonable basis  
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of AlphaTrade.com (formerly       
Honor One Corporation) (a development stage company) as of January 15, 1999,    
and the results of its operations and its cash flows for the period from        
January 1, 1999 through January 15, 1999 in conformity with generally accepted  
accounting principles.                                                          

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern.  As discussed in Note 3 to the        
financial statements, the Company is a development stage company with no        
significant operating results to date, which raises substantial doubt about     
its ability to continue as a going concern.  Management's plans in regard to    
these matters are also described in Note 3.   The financial statements do not   
include any adjustments that might result from the outcome of the uncertainty.  

Jones, Jensen & Company                                                         
Salt Lake City, Utah                                                            
February 8, 1999                                                                

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ALPHATRADE.COM  
(Formerly Honor One Corporation)  
(A Development Stage Company) 
Balance Sheets  

                                                                · Download Table


                                    ASSETS                               

                                              January 15,    December 31,
                                                1999            1998     
                                                                         
CURRENT ASSETS                                                           

Cash                                         $     -         $     -     
Prepaid expenses                               3,000               -     

  Total Current Assets                         3,000               -     

FIXED ASSETS                                                             

Office equipment                              10,411               -     
Software                                         464               -     

  Total Fixed Assets                          10,875               -     

OTHER ASSETS                                                             

Technology (Note 6)                                -               -     

  Total Other Assets                               -               -     

  TOTAL ASSETS                               $13,875         $     -     

ALPHATRADE.COM  
(Formerly Honor One Corporation)  
(A Development Stage Company) 
Balance Sheets (Continued)  

                                                                · Download Table

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)           

                                             January 15,     December 31,
                                               1999            1998      
                                                                         
CURRENT LIABILITIES                                                      

Cash overdraft                              $       114     $     -      
Accounts payable                                 11,687         11,687   
Note payable                                     17,271           -      

  Total Current Liabilities                      29,072         11,687   

  Total Liabilities                              29,072         11,687   

STOCKHOLDERS' EQUITY (DEFICIT)                                           

Convertible preferred stock; par                                         
 value $0.001 per share; 10,000,000                                      
 shares authorized, 2,000,000 shares                                     
 issued and outstanding (Note 5)                  2,000           -      
Common stock: $0.001 par value,                                          
 100,000,000 shares authorized;                                          
 11,200,000, and 6,100,000 shares                                        
 issued and outstanding, respectively            11,200          6,100   
 Additional paid-in capital                   1,091,300         46,400   
Common stock subscriptions receivable        (1,000,000)       (50,000)  
Accumulated deficit                            (119,697)       (14,187)  

Total Stockholders' Equity (Deficit)            (15,197)       (11,687)  

TOTAL LIABILITIES AND STOCKHOLDERS'                                      
 EQUITY (DEFICIT)                          $     13,875     $      -     


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                                                                · Download Table

                               ALPHATRADE.COM                               
                       (Formerly Honor One Corporation)                     
                        (A Development Stage Company)                       
                            Statements of Operations                        
                                                                  From      
                               From                             Inception on
                             January 1,                           June 6,   
                           1999 through    For the Years Ended  1995 Through
                            January 15,       December 31,       January 15,
                              1999           1998         1997        1999  

                                                                            
REVENUES                   $     -       $    -     $     -     $     -     

EXPENSES                      105,510       11,687        -        119,697  

NET INCOME (LOSS)          $ (105,510)   $ (11,687) $     -    $ (119,697)) 

BASIC LOSS PER SHARE                                                        
 OF COMMON STOCK           $    (0.01)   $   (0.00) $  (0.00)               

FULLY DILUTED LOSS                                                          
 PER SHARE                 $    (0.01)   $   (0.00) $ (0.00)                

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                                                                · Download Table

                             ALPHATRADE.COM                                
                      (Formerly Honor One Corporation)                     
                        (A Development Stage Company)                      
                  Statements of Stockholders' Equity (Deficit)             
             From Inception on June 6, 1995 through January 15, 1999       

                              Preferred Stock              Common Stock    
                            Shares     Amount            Shares     Amount 
                                                                           
Balance at inception on                                                    
 June 6, 1995                 -       $     -               -     $     -  

Issuance of 6,000,000                                                      
 shares of common stock                                                    
 for cash at $0.0004 per                                                   
 share on June 6, 1995        -             -          6,000,000     6,000 

Net loss from inception on                                                 
 June 6, 1995 through                                                      
 December 31, 1995            -             -                -          -  

Balance,                                                                   
 December 31, 1995            -             -          6,000,000     6,000 

Net loss for the year ended                                                
 December 31, 1996            -             -                -          -  

Balance,                                                                   
 December 31, 1996            -             -          6,000,000     6,000 

Net loss for the year ended                                                
 December 31, 1997            -             -                -          -  

Balance,                                                                   
 December 31, 1997            -       $     -          6,000,000  $  6,000 

Stock issued on                                                            
 subscription for services                                                 
 at $0.50 per share on                                                     
 December 28, 1998            -             -            100,000       100 

Net loss for the year ended                                                
 December 31, 1998            -             -                -           - 

Balance,                                                                   
 December 31, 1998            -             -          6,100,000     6,100 

Stock issued for technology,                                               
 recorded at predecessor                                                   
 cost, January 6, 1999                                                     
 (Note 6)                     -             -          4,000,000     4,000 

Stock issued for services                                                  
 at $0.50 per share on                                                     
 January 6, 1999              -             -            100,000       100 

Stock issued on                                                            
 subscription at $1.00 per                                                 
 share, January 8, 1999       -             -          1,000,000     1,000 

Stock issued to founders                                                   
 recorded at $0.001 which                                                  
 approximates predecessor                                                  
 cost, January 8, 1999      2,000,000    2,000               -        -    

Performance on stock                                                       
 subscription, January 8                                                   
 1999                          -            -                -        -    

Net loss for the period                                                    
 from January 1, 1999                                                      
 through January 15, 1999      -            -                -        -    

Balance, January 15, 1999   2,000,000  $  2,000        11,200,000  $ 11,200

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                                                                · Download Table

                             ALPHATRADE.COM                              
                      (Formerly Honor One Corporation)                   
                        (A Development Stage Company)                    
                  Statements of Stockholders' Equity (Deficit)           
             From Inception on June 6, 1995 through January 15, 1999     

                        Additional                                       
                          Paid-In        Subscriptions        Accumulated
                          Capital         Receivable             Deficit 
                                                                         
Balance at inception on                                                  
 June 6, 1995           $     -          $     -          $     -        

Issuance of 6,000,000                                                    
 shares of common stock                                                  
 for cash at $0.0004 per                                                 
 share on June 6, 1995      (3,500)            -                -        

Net loss from inception on                                               
 June 6, 1995 through                                                    
 December 31, 1995             -               -                (2,500)  

Balance,                                                                 
 December 31, 1995          (3,500)            -                (2,500)  

Net Loss for the year ended                                              
 December 31, 1996             -               -                 -       

Balance,                                                                 
 December 31, 1996          (3,500)            -                (2,500)  

Net loss for the year ended                                              
 December 31, 1997             -               -                 -       

Balance,                                                                 
 December 31, 1997          (3,500)            -                (2,500)  

Balance,                                                                 
 December 31,1997           (3,500)            -                (2,500)  

Stock issued on                                                          
 subscription for services                                               
 at $0.50 per share on                                                   
 December 28,1998           49,900          (50,000)              -      

Net loss for the year ended                                              
 December 31, 1998             -                -              (11,687)  

Balance,                                                                 
 December 31, 1998          46,400          (50,000)           (14,187)  

Stock issued for technology,                                             
 recorded at predecessor                                                 
 cost, January 6, 1999                                                   
 (Note 6)                    4,000              -                 -      

Stock issued for services                                                
 at $0.50 per share on                                                   
 January 6, 1999            49,900              -                 -      

Stock issued on                                                          
 subscription at $1.00 per                                               
 share, January 8, 1999    999,000       (1,000,000)              -      

Stock issued to founders                                                 
 recorded at $0.001 which                                                
 approximates predecessor                                                
 cost, January 8, 1999         -            -                    -       

Performance on stock                                                     
 subscription, January 9                                                 
 1999                          -             50,000              -       

Net loss for the period                                                  
 from January 1, 1999                                                    
 through January 15, 1999      -            -                 (105,510)  

Balance, January 15, 1999 $1,091,300   $ (1,000,000)          $(119,697) 


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                              ALPHATRADE.COM                                  
                     (Formerly Honor One Corporation)                         
                      (A Development Stage Company)                           
                         Statements of Cash Flows                             

                                                                     From     
                               From                               Inception on
                             January 1,                              June 6,  
                           1999 through   For the Years Ended     1995 Through
                            January 15,      December 31,          January 15,
                               1999        1998           1997         1999   
                                                                              
CASH FLOWS FROM                                                               
 OPERATING ACTIVITIES                                                         

Net loss                     $  (105,510) $  (11,687)   $ -        $ (119,697)
Adjustments to reconcile net                                                  
loss to net cash provided                                                     
(used) by operating activities:                                               
Common stock issued for services  100,000     -           -           100,000 
Preferred stock issued for services 2,000     -           -             2,000 
Changes in operating assets and                                               
liabilities:                                                                  
(Increase) decrease in prepaid                                                
 expenses                          (3,000)    -           -           (3,000) 
Increase (decrease) in accounts                                               
 payable                           17,385     11,687      -            29,072 

Net Cash Provided by                                                          
 Operating Activities              10,875     -           -             8,375 

CASH FLOWS FROM                                                               
 INVESTING ACTIVITIES                                                         

     Purchase of fixed assets     (10,875)    -           -           (10,875)

Net Cash Used by                                                              
Investing Activities              (10,875)    -           -           (10,875)

CASH FLOWS FROM                                                               
 FINANCING ACTIVITIES                                                         

  Common stock issued for cash        -       -           -             2,500 

     Net Cash Provided by                                                     
      Financing Activities            -       -           -             2,500 

NET CHANGE IN CASH                    -       -           -              -    

CASH AND CASH EQUIVALENTS                                                     
 AT BEGINNING OF PERIOD               -       -           -              -    

CASH AND CASH EQUIVALENTS                                                     
 AT END OF PERIOD                $    -     $ -       $   -          $   -    

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                                ALPHATRADE.COM                              
                       (Formerly Honor One Corporation)                     
                        (A Development Stage Company)                       
                     Statements of Cash Flows (Continued)                   

                                                                  From      
                               From                            Inception on 
                             January 1,                          June 6,    
                           1999 through   For the Years Ended  1995 Through 
                           January 15,       December 31,       January 15, 
                              1999        1998           1997       1999    
                                                                            
SUPPLEMENTAL DISCLOSURE                                                     
 OF CASH FLOW INFORMATION                                                   

  Interest paid           $    -         $    -        $    -     $    -    
  Income taxes paid       $    -         $    -        $    -     $    -    

SCHEDULE OF NON-CASH                                                        
 FINANCING ACTIVITIES:                                                      

Common stock issued                                                         
for services              $  100,000     $    -        $    -     $  100,000
Preferred stock issued                                                      
for services              $    2,000     $    -        $    -     $    2,000


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ALPHATRADE.COM  
(Formerly Honor One Corporation)
 (A Development Stage Company)
 Notes to the Financial Statements
  January 15, 1999 and December 31, 1998

NOTE 1 -  NATURE OF ORGANIZATION                                                

        This summary of significant accounting policies of AlphaTrade.com is
presented to assist in understanding the Company's financial
       statements.  The financial statements and notes are representations
of the Company's management, which is responsible for their 
    integrity and objectivity.  These accounting policies conform to
       generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.     

a.  Organization and Business Activities                    

  AlphaTrade.com was incorporated under the laws of the State of
    Nevada on June 6, 1995.  The Company has been in the development
stage since incorporation.                                  

b.  Depreciation                                            

       The cost of the property and equipment will be depreciated over the
estimated useful lives (5 years) of the related assets.     
     Depreciation will be computed using the straight-line method when
the assets are placed in service.                           

c.  Accounting Method                                       

      The Company's consolidated financial statements are prepared using
the accrual method of accounting.  The Company has elected a
December 31 year-end.                                       

d.  Cash and Cash Equivalents                               

For the purpose of the statement of cash flows, the Company 
        considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.                

e.  Estimates                                               

        The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates
  and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at
    the date of the financial statements and the reported amounts of
      revenues and expenses during the reporting period.  Actual results
could differ from those estimates.                          

f. Basic Loss Per Share                                     
       The computation of basic loss per share of common stock is based on
     the weighted average number of shares of common stock outstanding
     during the periods presented.  Common stock equivalents have been
included in the diluted loss per share calculation.         

g.  Income Taxes                                            

      No provision for income taxes has been accrued because the Company
    has net operating losses from inception.  The net operating loss
      carry forward of approximately $119,700 at January 15, 1999 expire
in 2014.  No tax benefit has been reported in the financial 
    statements because the Company is uncertain if the carry forward
    will expire unused.  Accordingly, the potential tax benefits are
offset by a valuation account of the same amount.           

NOTE 2 -  FIXED ASSETS                                                          

       Fixed assets at January 15, 1999 and December 31, 1998 consisted of
the following:                                              

            January 15,     December 31,
         1999             1998

Computer equipment             $   10,411      $        -                 
Software                              464               -                 
Less accumulated depreciation          -                -                 

              $   10,875      $        -
NOTE 3 -  GOING CONCERN                                                         

   The Company's financial statements are prepared using generally
      accepted accounting principles applicable to a going concern which
      contemplates the relation of assets and liquidation of liabilities
    in the normal course of business.  However, the Company does not
       have significant cash or other material assets, nor does it have an
    established source of revenues sufficient to cover its operating
      costs and to allow it to continue as a going concern.  The Company
       intends to complete the development of its technology and to market
    that technology.  It also intends to collect the proceeds of its
stock subscription receivable.                              

NOTE 4 -  NOTE PAYABLE                                                          

       The Company owes $17,271 to a private company for funds expended on
      the Company's behalf.  The debt is unsecured, non-interest bearing
and due upon demand.                                        

NOTE 5 -  CONVERTIBLE PREFERRED STOCK                                           

     The Company has 2,000,000 outstanding shares of convertible Class
A preferred stock with the following features:              

         Each preferred share is convertible into five underlying common
 shares at a conversion price of $0.05 per common share.

      Each holder of Class A preferred shares shall be entitled to
          five(5) votes (which can be voted prior to conversion) for every
        preferred share held to vote on any matters brought before the
shareholders of the Company.                          

The preferred shares are assignable.                  

           The preferred shares vest immediately to the holder upon issuance
and cannot be canceled.                               

NOTE 6 -   PURCHASE OF TECHNOLOGY                                               

        On January 4, 1999, the Board of Directors issued 4,000,000 shares
 of unregistered restricted common stock for the purchase of
 software for development and eventual resale.  The acquired
      software is still in a developmental state and has uncertain net
     realizable value.  The software was recorded at its predecessor
cost of $-0-.                                             

NOTE 7 -   STOCK OPTION PLAN                                                    

     On January 4, 1999, the Board of Directors voted to approve the
        1999 Stock Option Plan.  The plan reserves a maximum of 20 percent
        of the issued and outstanding shares of the Company's common stock
         for issuance pursuant to stock options and restricted stock awards.
    Such shares are to be issued at the discretion of the Board of
       Directors of the Company.  As of January 15, 1999, no options had
been awarded.                                             

NOTE 8 -   STOCK SUBSCRIPTION RECEIVABLE                                        

 The Company has issued 1,000,000 shares of its common stock
      pursuant to a subscription.  The subscription price is $1.00 per
         share and the subscription provides that if the shares are not paid
for by January 8, 2001, the shares will be canceled.  The 
subscription is unsecured and non-interest bearing.  The  
   subscription also includes warrants to purchase an additional
        1,000,000 shares of common stock at $1.25 per share.  The warrants
expire on January 8, 2001.                                

Item 14.  Changes in and Disagreements with Accountants on Accounting and       
Financial Disclosure.                                                           
---------------------                                                           

 Barry L. Friedman, Certified Public Accountant, of Las Vegas,
Nevada, audited the financial statements of the Company for the calendar years  
ended December 31, 1998, 1997 and 1996; these financial statements are filed    
as a part of this Registration Statement.  See Items 13 and 15.                 

       Jones, Jenson & Company, LLC, Certified Public Accountants, of Salt
Lake City, Utah, were engaged on or about January 6, 1999, by the Board of      
Directors of the Company to prepare the audited financial statements of the     
Company for the period ended January 15, 1999; and will prepare the financial   
statements for the calendar year, 1999.                                         

     There were no disagreements between the Company and Mr. Friedman,
whether resolved or not resolved, on any matter of accounting principles or     
practices, financial statement disclosure or auditing scope or procedure,       
which, if not resolved, would have caused them to make reference to the         
subject matter of the disagreement in connection with their reports.            

     The Report of Mr. Friedman did not contain any adverse opinion or
disclaimer of opinion, and with the exception of a "going concern"              
qualification because of the lack of material operations of the Company on the  
date of the Report, were not qualified or modified as to uncertainty, audit     
scope or accounting principles.                                                 

       During the Registrant's three most recent calendar years, and since
then, neither Mr. Friedman nor Jones, Jensen & Company has advised the Company  
that any of the following exists or is applicable:                              

(1)  That the internal controls necessary for the Company to
      develop reliable financial statements do not exist, that
        information has come to their attention that has lead them
          to no longer be able to rely on management's representations
       or that has made them unwilling to be associated with the
financial statements prepared by management;      

    (2)  That the Company needs to expand significantly the scope of
        its audit, or that information has come to their attention
    that if further investigated may materially impact the
         fairness or reliability of a previously issued audit report
 or the underlying financial statements or any other
      financial presentation, or cause them to be unwilling to
        rely on management's representations or be associated with
          the Company's financial statements for the foregoing reasons
or any other reason; or                           

     (3)  That they have advised the Company that information has come
    to their attention that they have concluded materially
        impacts the fairness or reliability of either a previously
        issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.    

   During the Company's three most recent calendar years and since
then, the Company has not consulted Jones Jenson & Company regarding the        
application of accounting principles to a specified transaction, either         
completed or proposed; or the type of audit opinion that might be rendered on   
the Company's financial statements or any other financial presentation          
whatsoever.                                                                     

       The Company has provided Mr. Friedman with a copy of the disclosure
provided under this caption of this Registration Statement, and has advised     
him to provide the Company with a letter addressed to the Securities and        
Exchange Commission as to whether he agrees or disagrees with the disclosures   
made herein.  A copy of its response is attached hereto and is incorporated     
herein by this reference.  See Item 15.                                         

Item 15.  Financial Statements and Exhibits                                     
-------------------------------------------                                     

(a)                                                         
Jones Jenson & Company, LLC     
Index to Financial Statements     
Report of Certified Public Accountants      

Financial Statements                                                          
--------------------                                                            

Audited Financial Statements for the period                           
January 15, 1999, and December 31, 1998                               
---------------------------------------                               

Independent Auditors' Report                                          

Balance Sheet                                                         

Statements of Operations                                              

Statements of Stockholders' Equity                                    

Statements of Cash Flows                                              

Notes to the Financial Statements                                     

Barry L. Friedman     
Index to Financial Statements     
Report of Certified Public Accountants      

Financial Statements                                                          
--------------------                                                            

Audited Financial Statements for the years                            
ended December 31, 1998, 1997 and 1996                                
--------------------------------------                                

Independent Auditors' Report                                          

Balance Sheet                                                         

Statements of Operations                                              

Statements of Stockholders' Equity                                    

Statements of Cash Flows                                              

Notes to the Financial Statements                                     

        (b)  The following exhibits are filed as a part of this Registration
Statement:                                                                      

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Exhibit                                                                    
Number      Description*                                                   
------      ------------                                                   
                                                                           

3.1            Initial Articles of Incorporation dated June 6, 1995.       

3.2            By-laws.                                                    

3.3       Certificate of Amendment increasing the authorized capital to    
          25,000,000 shares of common stock, par value $0.001, and effected
          an 80 for one forward split of the outstanding common stock      
          (10/21/98).                                                      

3.4       Certificate of Amendment changing the name of the Company to     
          "Honor One Corporation" (10/29/98).                              

3.5       Certificate of Amendment effecting a three for one forward split 
          of the outstanding common stock (12/18/98).                      

3.6       Certificate of Amendment increasing the authorized capital to    
          100,000,000 shares of common stock, par value $0.001; 10,000,000 
          shares of preferred stock, par value $0.001; created a series of 
          2,000,000 shares of Class A Preferred Stock (see the caption "   
          Description of Securities," Item 11, for a description of the    
          rights, privileges and preferences of the Class A Preferred      
          Stock); and changed its name from "Honor One Corporation" to     
          "Alphatrade.com" (1/5/99).                                       

4.1       Common Stock Purchase Warrant No. 1 of Emerald Marketing Ltd.    

4.2       Common Stock Purchase Warrant No. 2 of Montblanc Enterprises     
          Limited.                                                         

10.1      Asset Purchase Agreement between the Company and                 
          Unicorn, dated January 6, 1999.                                  

10.2        1999 Stock Incentive Plan.                                     

10.3           Written Compensation Agreement with International Resort    
               Properties Corp.                                            

10.4      Promissory Note dated January 8, 1999.                           

10.5      Promissory Note dated February 18, 1999.                         

16             Letter of Barry L. Friedman, C.P.A., regarding change       
               Certifying Accountant.                                      

27             Financial Data Schedule                                     

99        News Release dated February 16, 1999.                            


*    Summaries of all exhibits contained within this        
Registration Statement are modified in their      
entirety by reference to these Exhibits.          

SIGNATURES          

    In accordance with Section 12 of the Securities  Exchange Act of
1934, the Registrant has caused this Registration  Statement to be signed on    
its behalf by the undersigned, thereunto  duly authorized.                      

                ALPHATRADE.COM

Date: 3/25/99                                By:/s/ Victor D. Cardenas          
                                  ------------------------
                                      Victor D. Cardenas, Director
                       and President

Date: 3/25/99                                By:/s/ J. Michael Pinkney          
                                  ------------------------
                                      J. Michael Pinkney, Director
                             Secretary/Treasurer

Date: 3/25/99                                By:/s/ Rafael DeNoyo               
                                    --------------------------
                                 Rafael DeNoyo, Director

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10SB12G Filing		Date		First		Last			Other Filings
		6/6/95		1		13
		12/31/95		9		10
		12/31/96		2		13
		12/31/97		2		13
		3/19/98		1
		10/21/98		4
		10/29/98		4
		12/1/98		1
		12/2/98		1
		12/18/98		4
		12/23/98		1
		12/28/98		9
		12/31/98		1		13
		1/1/99		6		10
		1/4/99		1		13
		1/6/99		9		13
		1/8/99		1		13
		1/15/99		1		13
		2/8/99		6
		2/16/99		1		13
		2/18/99		13
Filed On / Filed As Of		3/25/99
		6/6/99		8		12
		1/8/1		13
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