<!DOCTYPE HTML PUBLIC "vcs8">
<html>

<head>
<title>vcs8</title>
</head>

<body bgcolor="#FFFFFF">

<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION</b> </p>

<p align="center"><b>Washington, D.C. 20549</b> </p>

<p align="center"><b>FORM S-8</b> </p>

<p align="center"><b>REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933</b> </p>

<table width="100%">
  <tr>
    <td><b>Valde Connections, Inc.</b></td>
  </tr>
  <tr>
    <td>(Exact name of registrant as specified in charter)</td>
  </tr>
</table>

<table width="100%">
  <tr>
    <td>Colorado</td>
  </tr>
  <tr>
    <td>(State or other jurisdiction of</td>
  </tr>
  <tr>
    <td>incorporation or organization)</td>
  </tr>
</table>

<table width="100%">
  <tr>
    <td>84-1536670</td>
  </tr>
  <tr>
    <td>(IRS Employer</td>
  </tr>
  <tr>
    <td>Identification No.)</td>
  </tr>
</table>

<table width="100%">
  <tr>
    <td>1180 Spring Centre Blvd., Suite 310</td>
  </tr>
  <tr>
    <td>Altamonte Springs, Florida 32714</td>
  </tr>
  <tr>
    <td>(Address of principal executive offices and Zip Code)</td>
  </tr>
</table>

<table width="100%">
  <tr>
    <td>Valde Connections Stock Compensation Plan</td>
  </tr>
  <tr>
    <td>(Full title of the plan)</td>
  </tr>
</table>

<table width="100%">
  <tr>
    <td>Stephen W. Carnes</td>
  </tr>
  <tr>
    <td>1180 Spring Centre Blvd., Suite 310</td>
  </tr>
  <tr>
    <td>Altamonte Springs, Florida 32714</td>
  </tr>
  <tr>
    <td>(Name and address of agent for service)</td>
  </tr>
</table>

<table width="100%">
  <tr>
    <td>(407) 970-8460</td>
  </tr>
  <tr>
    <td>(Telephone number of agent for service)</td>
  </tr>
</table>

<table width="100%">
  <tr>
    <td></td>
    <td colspan="3"><b>CALCULATION OF REGISTRATION FEE</b></td>
    <td></td>
    <td></td>
    <td></td>
  </tr>
  <tr>
    <td>Title of each class of</td>
    <td>Amount to be</td>
    <td>Proposed maximum</td>
    <td colspan="2">Proposed maximum</td>
    <td colspan="2">Amount of</td>
  </tr>
  <tr>
    <td>securities to be registered</td>
    <td>registered</td>
    <td>offering price per share</td>
    <td colspan="2">aggregate offering price</td>
    <td colspan="2">registration fee</td>
  </tr>
  <tr>
    <td><b>Common Shares</b></td>
    <td><b>3,000,000</b></td>
    <td><b>$ 0.20</b></td>
    <td><b>$</b></td>
    <td><b>600,000</b></td>
    <td><b>$</b></td>
    <td><b>48.60</b></td>
  </tr>
</table>

<p><font SIZE="2">Note: </font></p>

<p><font SIZE="2">Proposed maximum offering price per share and Proposed maximum aggregate
offering price estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.</font> </p>

<p align="center">I </p>

<hr noshade align="center" width="100%" size="2">

<p>Valde Connections, Inc. - Form S-8 </p>

<p align="center"><b>PART I</b> </p>

<p align="center"><b>INFORMATION REQUIRED IN THE PROSPECTUS</b> </p>

<p>Note: The document(s) containing the information concerning the Valde Connections Stock
Compensation Plan (the &quot;Plan&quot;) of Valde Connections, Inc., a Colorado
corporation (the &quot;Registrant&quot; or the &quot;Company&quot;), dated April 7, 2003
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
&quot;Exchange Act&quot;), and the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2 of Form S-8
will be sent or given to participants as specified in Rule 428. In accordance with Rule
428 and the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the &quot;Commission&quot;) either as part of this
registration statement on Form S-8 (the &quot;Registration Statement&quot;) or as
prospectuses or prospectus supplements pursuant to Rule 424. The Company will maintain a
file of such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of the
documents included in such file. </p>

<p align="center"><b>PART II</b> </p>

<p align="center"><b>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b> </p>

<p><b>Item 3. Incorporation of Documents by Reference.</b> </p>

<p>The following document, which has been filed by the Company with the Securities and
Exchange Commission, is hereby incorporated by reference: </p>

<p>The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002;
</p>

<p>All documents filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be incorporated in
this Registration Statement by reference and to be a part hereof from the date of filing
of such documents. </p>

<p>Any statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to this
Registration Statement or in any document that is subsequently incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. </p>

<p align="center">Page 2 </p>

<hr noshade align="center" width="100%" size="2">

<p>Valde Connections, Inc. - Form S-8 </p>

<p><b>Item 4. Description of Securities.</b> </p>

<p>The Company's authorized capital consists of 50,000,000 shares of Common Stock, $.0001
par value, of which 32,340,000 shares were outstanding as of February 11, 2003. The
Company has authorized 10,000,000 shares of preferred stock, $.001 par value, of which -0-
shares were outstanding as of February 11, 2003. </p>

<p>The Company's common stock is presently listed and traded on the NASD's
Over-The-Counter Bulletin Board exchange under the symbol &quot;VLDE&quot;. </p>

<p>Common Stock </p>

<p>Each share of Common Stock is entitled to one vote, either in person or by proxy, on
all matters that may be voted upon by the owners thereof at a meeting of the shareholders,
including the election of directors. The holders of Common Stock (i) have equal, ratable
rights to dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of Common Stock upon
liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have
preemptive or redemption provisions applicable thereto; and (iv) are entitled to one non
cumulative vote per share on all matters on which shareholders may vote at all meetings of
shareholders. </p>

<p>All shares of Common Stock issued and outstanding are, and those offered hereby, when
issued, will be fully paid and nonassessable, with no personal liability attaching to the
ownership thereof. </p>

<table width="100%">
  <tr>
    <td>Transfer Agent</td>
  </tr>
  <tr>
    <td>Corporate Stock Transfer</td>
  </tr>
  <tr>
    <td>3200 Cherry Creek Road South, Suite 430</td>
  </tr>
  <tr>
    <td>Denver, CO 80209</td>
  </tr>
</table>

<p><b>Item 5. Interests of Named Experts and Counsel.</b> </p>

<p>As of the date of this registration no named expert or counsel holds any specified
interest or significant equity in the company. </p>

<p align="center">Page 3 </p>

<hr noshade align="center" width="100%" size="2">

<p>Valde Connections, Inc. - Form S-8 </p>

<p><b>Item 6. Indemnification of Directors and Officers.</b> </p>

<p>The Company's Articles of Incorporation authorizes the Corporation to indemnify to the
maximum extent permitted under Colorado law. </p>

<p>The Colorado Private Corporations Act allows indemnification of directors, officers,
employees and agents of the Company, including the advancement of expenses: Every person
who was or is a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by reason of
the fact that he or a person of whom he is the legal representative is or was a director
or officer of the corporation or is or was serving at the request of the corporation for
its benefit as a director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and held
harmless to the fullest extent legally permissible under the general corporation law of
the State of Colorado from time to time against all expenses, liability and loss
(including attorney's fees, judgments, fines, and amounts paid or to be paid in
settlement) reasonably incurred and in advance of the final disposition of the action,
suit or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation. Such right of
indemnification shall be a contract right which may be enforced in any manner desired by
such person; and shall not be exclusive of any other right which such directors, officers
or representatives may have or hereafter acquire and, without limiting the generality of
such atement: (i) to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
formation set forth in the registration statement; (iii) to include any material
information with respect to a plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration
statement; (b) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bonafide offering thereof. (c) To remove
from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering. </p>

<p>2. </p>

<p>The Registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be in the initial bona fide offering
thereof. </p>

<p align="center">Page 5 </p>

<hr noshade align="center" width="100%" size="2">

<p>Valde Connections, Inc. - Form S-8 </p>

<p align="center"><b>SIGNATURES</b> </p>

<p>Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Altamonte Springs, Florida, on this
13th day of April 2003. </p>

<p>Valde Connections, Inc. </p>

<table width="100%">
  <tr>
    <td>By: \S\ Stephen W. Carnes</td>
  </tr>
  <tr>
    <td>President</td>
  </tr>
</table>

<p>In accordance with the requirements of the Securities Act of 1933 as amended, this
Registration Statement has been signed by the following persons in the capacities and on
the date indicated. </p>

<table width="100%">
  <tr>
    <td>SIGNATURE</td>
    <td>TITLE</td>
    <td>DATE</td>
  </tr>
  <tr>
    <td></td>
    <td></td>
    <td></td>
  </tr>
  <tr>
    <td>\S\ Stephen W. Carnes</td>
    <td>President</td>
    <td>April 13, 2003</td>
  </tr>
</table>

<p align="center">Page 6 </p>

<hr noshade align="center" width="100%" size="2">
</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "vcs8.htm", "description": "S8", "secsgml_size_bytes": 12772}, {"type": "S-8", "sequence": "3", "filename": "vcs8.pdf", "description": "S8", "secsgml_size_bytes": 27108}]
{"company-data": {"conformed-name": "VALDE CONNECTIONS INC", "cik": "0001135194", "assigned-sic": "5990", "irs-number": "841536670", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104556", "film-number": "03651601"}, "business-address": {"street1": "1180 SPRING CENTRE SOUTH BLVD.,SUITE 310", "city": "ALTAMONTE SPRINGS", "state": "FL", "zip": "32714", "phone": "407-970-8460"}, "mail-address": {"street1": "1180 SPRING CENTRE SOUTH BLVD.,SUITE 310", "city": "ALTAMONTE SPRINGS", "state": "FL", "zip": "32714"}, "former-company": {"former-conformed-name": "JDLPHOTOS COM INC", "date-changed": "20010216"}}
vcs8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
Valde Connections, Inc.
(Exact name of registrant as specified in charter)
Colorado
(State or other jurisdiction of
incorporation or organization)
84-1536670
(IRS Employer
Identification No.)
1180 Spring Centre Blvd., Suite 310
Altamonte Springs, Florida 32714
(Address of principal executive offices and Zip Code)
Valde Connections Stock Compensation Plan
(Full title of the plan)
Stephen W. Carnes
1180 Spring Centre Blvd., Suite 310
Altamonte Springs, Florida 32714
(Name and address of agent for service)
(407) 970-8460
(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each class of
Amount to be
Proposed maximum
Proposed maximum
Amount of
securities to be registered
registered
offering price per share
aggregate offering price
registration fee
Common Shares
3,000,000
$ 0.20
$
600,000
$
48.60
Note:
Proposed maximum offering price per share and Proposed maximum aggregate
offering price estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
I
Valde Connections, Inc. - Form S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the Valde Connections Stock
Compensation Plan (the "Plan") of Valde Connections, Inc., a Colorado
corporation (the "Registrant" or the "Company"), dated April 7, 2003
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2 of Form S-8
will be sent or given to participants as specified in Rule 428. In accordance with Rule
428 and the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. The Company will maintain a
file of such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following document, which has been filed by the Company with the Securities and
Exchange Commission, is hereby incorporated by reference:
The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002;
All documents filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be incorporated in
this Registration Statement by reference and to be a part hereof from the date of filing
of such documents.
Any statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to this
Registration Statement or in any document that is subsequently incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Page 2
Valde Connections, Inc. - Form S-8
Item 4. Description of Securities.
The Company's authorized capital consists of 50,000,000 shares of Common Stock, $.0001
par value, of which 32,340,000 shares were outstanding as of February 11, 2003. The
Company has authorized 10,000,000 shares of preferred stock, $.001 par value, of which -0-
shares were outstanding as of February 11, 2003.
The Company's common stock is presently listed and traded on the NASD's
Over-The-Counter Bulletin Board exchange under the symbol "VLDE".
Common Stock
Each share of Common Stock is entitled to one vote, either in person or by proxy, on
all matters that may be voted upon by the owners thereof at a meeting of the shareholders,
including the election of directors. The holders of Common Stock (i) have equal, ratable
rights to dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of Common Stock upon
liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have
preemptive or redemption provisions applicable thereto; and (iv) are entitled to one non
cumulative vote per share on all matters on which shareholders may vote at all meetings of
shareholders.
All shares of Common Stock issued and outstanding are, and those offered hereby, when
issued, will be fully paid and nonassessable, with no personal liability attaching to the
ownership thereof.
Transfer Agent
Corporate Stock Transfer
3200 Cherry Creek Road South, Suite 430
Denver, CO 80209
Item 5. Interests of Named Experts and Counsel.
As of the date of this registration no named expert or counsel holds any specified
interest or significant equity in the company.
Page 3
Valde Connections, Inc. - Form S-8
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation authorizes the Corporation to indemnify to the
maximum extent permitted under Colorado law.
The Colorado Private Corporations Act allows indemnification of directors, officers,
employees and agents of the Company, including the advancement of expenses: Every person
who was or is a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by reason of
the fact that he or a person of whom he is the legal representative is or was a director
or officer of the corporation or is or was serving at the request of the corporation for
its benefit as a director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and held
harmless to the fullest extent legally permissible under the general corporation law of
the State of Colorado from time to time against all expenses, liability and loss
(including attorney's fees, judgments, fines, and amounts paid or to be paid in
settlement) reasonably incurred and in advance of the final disposition of the action,
suit or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation. Such right of
indemnification shall be a contract right which may be enforced in any manner desired by
such person; and shall not be exclusive of any other right which such directors, officers
or representatives may have or hereafter acquire and, without limiting the generality of
such atement: (i) to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
formation set forth in the registration statement; (iii) to include any material
information with respect to a plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration
statement; (b) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bonafide offering thereof. (c) To remove
from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
2.
The Registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be in the initial bona fide offering
thereof.
Page 5
Valde Connections, Inc. - Form S-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Altamonte Springs, Florida, on this
13th day of April 2003.
Valde Connections, Inc.
By: \S\ Stephen W. Carnes
President
In accordance with the requirements of the Securities Act of 1933 as amended, this
Registration Statement has been signed by the following persons in the capacities and on
the date indicated.
SIGNATURE
TITLE
DATE
\S\ Stephen W. Carnes
President
April 13, 2003
Page 6