SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8


                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                                 ALPHATRADE.COM
             (Exact Name of Registrant as Specified in Its Charter)

                Nevada                                  98-0211652
  (State or Other Jurisdiction of                   (I.R.S. Employer
  Incorporation or Organization)                   Identification No.)

         400-1111 West Georgia Street, Vancouver, B.C., Canada V6E 4M3
               (Address of Principal Executive Offices) (Zip Code)

                     AlphaTrade.com 2001 Stock Option Plan
                            (Full Title of the Plan)






    United States Corporation, 502 E John St., Room E, Carson City, NV 89706
                     (Name and Address of Agent For Service)






                                 (775) 882-3072
          (Telephone Number, Including Area Code, of Agent For Service)


                         CALCULATION OF REGISTRATION FEE


                            Proposed   Proposed
      Title of              Maximum    Maximum
     Securities  Amount     Offering   Aggregate       Amount  of
       to be     to be      Price      Offering       Registration
     Registered Registered  Per Share  Price             Fee

Common Stock    3,535,000  $.10       $353,500          $83.38





                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from the  registration  statement in accordance  with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

Item 2.  Registration Information and Employee Plan Annual Information.

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from the  registration  statement in accordance  with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.


Item 3.  Incorporation of Documents by Reference

     The Company's  Annual Report on Form 10-KSB for the year ended December 31,
2000 and the Form 10-QSBs for fiscal  quarters  ended March 31, 2001,  June 30,
2001 and September 30, 2001.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities   covered  hereby  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date of filing
of such  documents,  except as to any portion of any future  Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration Statement.

Item 4.  Description of Securities

         Securities are registered under Section 12(g) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable

Item 6.  Indemnification of Directors and Officers:

     Nevada Revised Statutes 78.751 and 78.752 (the  Statutes)  provide that a
corporation may indemnify its present or former directors,  officers, employees,
agents and other  persons in  accordance  with the  procedure  contained  in the
Statutes.

     Article  V  of  the  Company's  Articles  of  Incorporation  provide:  The
directors,  officers and  stockholders of this  corporation are indemnified from
any  personal  liability  for damages  including  costs of  developing  records,
investigator  fees and attorney  fees,  if any, for breach of fiduciary  duty or
civil  suit as a  director  or  officer,  but does not  eliminate  or limit  the
liability for: (a) acts or omissions which involve intentional misconduct, fraud
or a knowing  violation  of law or (b) the payment of  dividends in violation of
NRS 78.300.

     Article VII, of the Companys By-Laws provides No Officer or Director shall
be personally liable for any obligations of the Corporation or for any duties or
obligations  arising  out of any acts or  conduct of said  Officer  or  Director
performed for or on behalf of the  Corporation.  The Corporation  shall and does
hereby indemnify and hold harmless each person and his heirs and  administrators
who  shall  serve  at  any  time  hereafter  as a  Director  or  Officer  of the
Corporation  from and against any and all claims,  judgments and  liabilities to
which such persons  shall become  subject by reason of his having  heretofore or
hereafter  been a Director  or Officer of the  Corporation,  or by reason of any
action  alleged to have  heretofore  or hereafter  taken or omitted to have been
taken by him as such Director or Officer,  and shall  reimburse each such person
for all legal and other expenses  reasonably  incurred by him in connection with
any such claim or  liability,  including  power to defend such  persons from all
suits or claims as  provided  for under the  provisions  of the  Nevada  Revised
Statutes;  provided, however, that no such persons shall be indemnified against,
or be  reimbursed  for,  any expense  incurred in  connection  with any claim or
liability  arising out of his own negligence or willful  misconduct.  The rights
accruing to any person under the foregoing  provisions of this section shall not
exclude any other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to indemnify or reimburse
such person in any proper case, even though not specifically  herein provided in
taking any action or making any payment, or in refusing so to do
in reliance upon the advice of counsel.

Item 7.  Exemption From Registration Claimed

         Not Applicable.

Item 8.  Exhibits

     The  following  is a list of  exhibits  filed  as part of the  Registration
Statement:

           5.1      Opinion of Carmine J. Bua, III, Esq. regarding the
                    legality of the securities registered hereunder.

         23.1       Consent of HJ & Associates, L.L.C.,
                    Certified Public Accountants.

         23.2       Consent of Counsel (included as part of Exhibit 5.1).

Item 9.  Undertakings

         (a)    The undersigned registrant hereby undertakes:

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

     (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 information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the Calculation of Registration
Fee table in the effective registration statement.

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     (2) 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 bona
fide offering thereof.

     (3) 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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining a 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
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.





                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf of the undersigned,  thereunto
duly authorized,  in the City of Vancouver,  British Columbia, on December 10,
2001.


                                                 ALPHATRADE.COM



                                            BY: /S/ Penny Perfect
                                               PENNY PERFECT
                                               President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                           Title                      Date




/S/ Penny Perfect                President and Director    December 10, 2001
PENNY PERFECT



/S/ Victor Cardenas              Director and Treasurer    December 10, 2001
VICTOR CARDENAS                 (Principal Financial and
                                 Accounting Officer) and
                                 Secretary


/S/ Gordon Muir                  Director                  December 10, 2001
GORDON MUIR


                                INDEX TO EXHIBITS


Sequentially
Exhibit Number             Description


       5.1               Opinion of Carmine J. Bua, III, Esq.
                          regarding legality of the securities registered
                          hereunder.

      23.1               Consent of HJ & Associates, L.L.C.,
                          Certified Public Accounts.

      23.2               Consent of Counsel (included as part of
                          Exhibit 5.1.
[{"type": "S-8", "sequence": "1", "filename": "semployee.txt", "description": "STOCK OPTION'", "secsgml_size_bytes": 13017}]
{"company-data": {"conformed-name": "ALPHATRADE COM", "cik": "0001076462", "assigned-sic": "7389", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74836", "film-number": "1810046"}, "business-address": {"street1": "1111 WEST GEORGIA ST", "street2": "V6E 4M3", "city": "VANCOUVER", "state": "A1", "zip": "00000", "phone": "6046817503"}, "mail-address": {"street1": "1111 WEST GEORGIA STREET", "street2": "V6E 4M3", "city": "VANCOUVER", "state": "A1", "zip": "00000"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                 ALPHATRADE.COM
             (Exact Name of Registrant as Specified in Its Charter)

                Nevada                                  98-0211652
  (State or Other Jurisdiction of                   (I.R.S. Employer
  Incorporation or Organization)                   Identification No.)

         400-1111 West Georgia Street, Vancouver, B.C., Canada V6E 4M3
               (Address of Principal Executive Offices) (Zip Code)

                     AlphaTrade.com 2001 Stock Option Plan
                            (Full Title of the Plan)

    United States Corporation, 502 E John St., Room E, Carson City, NV 89706
                     (Name and Address of Agent For Service)

                                 (775) 882-3072
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

                            Proposed   Proposed
      Title of              Maximum    Maximum
     Securities  Amount     Offering   Aggregate       Amount  of
       to be     to be      Price      Offering       Registration
     Registered Registered  Per Share  Price             Fee

Common Stock    3,535,000  $.10       $353,500          $83.38

                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from the  registration  statement in accordance  with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

Item 2.  Registration Information and Employee Plan Annual Information.

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from the  registration  statement in accordance  with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

Item 3.  Incorporation of Documents by Reference

     The Company's  Annual Report on Form 10-KSB for the year ended December 31,
2000 and the Form 10-QSBs for fiscal  quarters  ended March 31, 2001,  June 30,
2001 and September 30, 2001.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities   covered  hereby  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date of filing
of such  documents,  except as to any portion of any future  Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration Statement.

Item 4.  Description of Securities

         Securities are registered under Section 12(g) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable

Item 6.  Indemnification of Directors and Officers:

     Nevada Revised Statutes 78.751 and 78.752 (the  Statutes)  provide that a
corporation may indemnify its present or former directors,  officers, employees,
agents and other  persons in  accordance  with the  procedure  contained  in the
Statutes.

     Article  V  of  the  Company's  Articles  of  Incorporation  provide:  The
directors,  officers and  stockholders of this  corporation are indemnified from
any  personal  liability  for damages  including  costs of  developing  records,
investigator  fees and attorney  fees,  if any, for breach of fiduciary  duty or
civil  suit as a  director  or  officer,  but does not  eliminate  or limit  the
liability for: (a) acts or omissions which involve intentional misconduct, fraud
or a knowing  violation  of law or (b) the payment of  dividends in violation of
NRS 78.300.

     Article VII, of the Companys By-Laws provides No Officer or Director shall
be personally liable for any obligations of the Corporation or for any duties or
obligations  arising  out of any acts or  conduct of said  Officer  or  Director
performed for or on behalf of the  Corporation.  The Corporation  shall and does
hereby indemnify and hold harmless each person and his heirs and  administrators
who  shall  serve  at  any  time  hereafter  as a  Director  or  Officer  of the
Corporation  from and against any and all claims,  judgments and  liabilities to
which such persons  shall become  subject by reason of his having  heretofore or
hereafter  been a Director  or Officer of the  Corporation,  or by reason of any
action  alleged to have  heretofore  or hereafter  taken or omitted to have been
taken by him as such Director or Officer,  and shall  reimburse each such person
for all legal and other expenses  reasonably  incurred by him in connection with
any such claim or  liability,  including  power to defend such  persons from all
suits or claims as  provided  for under the  provisions  of the  Nevada  Revised
Statutes;  provided, however, that no such persons shall be indemnified against,
or be  reimbursed  for,  any expense  incurred in  connection  with any claim or
liability  arising out of his own negligence or willful  misconduct.  The rights
accruing to any person under the foregoing  provisions of this section shall not
exclude any other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to indemnify or reimburse
such person in any proper case, even though not specifically  herein provided in
taking any action or making any payment, or in refusing so to do
in reliance upon the advice of counsel.

Item 7.  Exemption From Registration Claimed

         Not Applicable.

Item 8.  Exhibits

     The  following  is a list of  exhibits  filed  as part of the  Registration
Statement:

           5.1      Opinion of Carmine J. Bua, III, Esq. regarding the
                    legality of the securities registered hereunder.

         23.1       Consent of HJ & Associates, L.L.C.,
                    Certified Public Accountants.

         23.2       Consent of Counsel (included as part of Exhibit 5.1).

Item 9.  Undertakings

         (a)    The undersigned registrant hereby undertakes:

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

     (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 information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the Calculation of Registration
Fee table in the effective registration statement.

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     (2) 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 bona
fide offering thereof.

     (3) 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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining a 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
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf of the undersigned,  thereunto
duly authorized,  in the City of Vancouver,  British Columbia, on December 10,
2001.

                                                 ALPHATRADE.COM

                                            BY: /S/ Penny Perfect
                                               PENNY PERFECT
                                               President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                           Title                      Date

/S/ Penny Perfect                President and Director    December 10, 2001
PENNY PERFECT

/S/ Victor Cardenas              Director and Treasurer    December 10, 2001
VICTOR CARDENAS                 (Principal Financial and
                                 Accounting Officer) and
                                 Secretary

/S/ Gordon Muir                  Director                  December 10, 2001
GORDON MUIR

                                INDEX TO EXHIBITS

Sequentially
Exhibit Number             Description

       5.1               Opinion of Carmine J. Bua, III, Esq.
                          regarding legality of the securities registered
                          hereunder.

      23.1               Consent of HJ & Associates, L.L.C.,
                          Certified Public Accounts.

      23.2               Consent of Counsel (included as part of
                          Exhibit 5.1.