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<table border="0" width="100%" cellpadding="0">
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    <td width="100%" colspan="2"><p ALIGN="CENTER"></font><font size="5">SECURITIES AND
    EXCHANGE COMMISSION</font></td>
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    <td width="100%" colspan="2"><p ALIGN="CENTER"></b><strong><font size="2">Washington, DC
    20549</font></strong></td>
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    <td width="100%" colspan="2"></td>
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    <td width="100%" colspan="2">&nbsp; </td>
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    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="4"><strong>REGISTRATION
    STATEMENT</strong></font></td>
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    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="4"><strong>ON FORM S-8</strong></font></td>
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    <td width="100%" colspan="2"><p align="center"><font size="4"><strong>UNDER</strong></font></td>
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    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="4"><strong>THE SECURITIES ACT
    OF 1933</strong></font></td>
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    <td width="100%" colspan="2"></td>
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    <td width="100%" colspan="2">&nbsp; </td>
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    <td width="100%" colspan="2">&nbsp; </td>
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    <td width="100%" colspan="2"><p align="center"><strong><u>AFFORDABLE TELECOMMUNICATIONS
 <font SIZE="3">TECHNOLOGY CORPORATION</font></u></strong></td>
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    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="2">(Exact name of Registrant as
    specified in its charter)</font></td>
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    <td width="100%" colspan="2">&nbsp; </td>
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    <td width="50%" align="center"><strong><u>TEXAS</u></strong></td>
    <td width="50%" align="center"><strong><u>76-0548546</u></strong></td>
  </tr>
  <tr>
    <td width="50%" align="center"><font size="2">(State or other jurisdiction of
    incorporation or organization)</font></td>
    <td width="50%" align="center"><font size="2">(IRS employer identification no.)</font></td>
    <b><font SIZE="3">
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    <td width="100%" colspan="2">&nbsp; </td>
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    <td width="50%" align="center"><p align="center"><u>6227 Southwest Freeway, Houston, Texas</u></td>
    <td width="50%" align="center"><u>77074</u></td>
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    </font></b><td width="50%" align="center"><font size="2">(Address of principal executive
    offices)</font></td>
    <td width="50%" align="center"><font size="2">(Zip Code)</font></td>
    <b><font SIZE="3">
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    <td width="100%" colspan="2">&nbsp; </td>
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    <td width="100%" colspan="2"><u><p ALIGN="CENTER">Compensation and Consulting Agreements</u></td>
  </tr>
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    <td width="100%" colspan="2"><p ALIGN="CENTER"></font></b><font size="2">(full name of the
    plans)</font></td>
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    <td width="100%" colspan="2">&nbsp;&nbsp; </td>
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    <td width="100%" colspan="2"><p align="center"><strong><u>Steven H. Bethke</u></strong></td>
  </tr>
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    <td width="100%" colspan="2"><u><p ALIGN="CENTER"><strong>Affordable Telecommunications
    Technologies Corporation</strong></u></td>
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    <td width="100%" colspan="2"><u><p ALIGN="CENTER"><strong>6227 Southwest Freeway</strong></u></td>
  </tr>
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    <td width="100%" colspan="2"><u><p ALIGN="CENTER"><strong>Houston, Texas 77074 </strong></u></td>
  </tr>
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    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="2">(Name and address of agent
    for service)</font></td>
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    <td width="100%" colspan="2">&nbsp;&nbsp; </td>
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    <td width="100%" colspan="2"><u><p ALIGN="CENTER"><strong>713-988-8884</strong></u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="2">(Telephone number, including
    area code, of agent for service)</font></td>
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    <td width="100%" colspan="2">&nbsp;&nbsp; </td>
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    <td width="100%" colspan="2"><u><p ALIGN="CENTER"><strong>Approximate Date of Commencement
    of Proposed Sales under the Plan:</strong></u></td>
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    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="2">As soon as practicable after
    this Registration Statement becomes effective</font></td>
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    <td width="100%" colspan="2">&nbsp; </td>
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    <td width="100%" colspan="2"><u><p ALIGN="CENTER">Total Number of Pages: 7 </u></td>
  </tr>
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    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="2">Exhibit Index begins on
    sequentially numbered page: 13</font></td>
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</TABLE>

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<p ALIGN="CENTER"><strong>CALCULATION OF REGISTRATION FEE</strong></p>

<table border="1" width="100%" cellspacing="1" cellpadding="0">
  <tr>
    <td width="25%"><font SIZE="3"><strong>Title of Securities </strong></font></td>
    <td width="12%" align="left"><font SIZE="3"><strong>Amount </strong></font></td>
    <td width="23%" align="center"><font SIZE="3"><strong>Proposed Maximum</strong></font></td>
    <td width="25%" align="center"><font SIZE="3"><strong>Proposed Maximum</strong></font></td>
    <td width="16%" align="center"><font SIZE="3"><strong>Amount of </strong></font></td>
  </tr>
  <tr>
    <td width="25%"><font SIZE="3"><strong>to be</strong></font></td>
    <td width="12%" align="left"><font SIZE="3"><strong>to be</strong></font></td>
    <td width="23%" align="center"><font SIZE="3"><strong>Offering </strong></font></td>
    <td width="25%" align="center"><font SIZE="3"><strong>Aggregate Registration</strong></font></td>
    <td width="16%" align="center"><font SIZE="3"><strong>Registration </strong></font></td>
  </tr>
  <tr>
    <td width="25%"><font SIZE="3"><strong>Registered</strong></font></td>
    <td width="12%" align="left"><font SIZE="3"><strong>Registered</strong></font></td>
    <td width="23%" align="center"><font SIZE="3"><strong>Price per Share</strong></font></td>
    <td width="25%" align="center"><font SIZE="3"><strong>Offering Price </strong></font></td>
    <td width="16%" align="center"><font SIZE="3"><strong>Fee</strong></font></td>
  </tr>
  <tr>
    <td width="25%"><font size="2">Common Stock par value $.01</font></td>
    <td width="12%" align="center"><font size="2">600,000 (1)</font></td>
    <td width="23%" align="center"><font size="2">$1.50 (2)</font></td>
    <td width="25%" align="center"><p align="center"><font size="2">$900,000</font></td>
    <td width="16%" align="center"><font size="2">$237.60</font></td>
  </tr>
</TABLE>

<p ALIGN="JUSTIFY"><font size="2">(1) Represents shares issued pursuant to employment
arrangements and consulting agreements for services provided to the Registrant and for
continued services by officers, directors, consultants, and counsel to the Registrant with
respect to Registrant&#146;s business, and legal services. Additional shares may be issued
to the officers, directors, consultants and counsel as set forth in this Registration
Statement plus such indeterminate number of shares pursuant to Rule 416 as may be issued
in respect to stock splits, stock dividends and other similar recapitalizations.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(2) Estimated solely for the purpose of calculating the
registration fee, based on the average of the high bid and low asked price of the
Registrant's Common Stock on April 18, 2000, the date immediately prior to the filing of
this registration statement. </font></p>

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<p ALIGN="CENTER"><font SIZE="3"><strong>PART I</strong></p>

<p ALIGN="CENTER"><strong>INFORMATION REQUIRED BY THE REGISTRATION STATEMENT</strong></p>

<p>Item 1. Plan Information.</p>

<p ALIGN="JUSTIFY"></font>Affordable Telecommunications Technologies Corporation
(hereinafter, the &quot;Registrant&quot;) has received services and is continuing to
receive services from third party individuals in connection with the Registrant&#146;s
corporate securities matters, including; the preparation and filing of the
Registrant&#146;s Form 10-SB/12g, registering the shares in order to become a reporting
company under the Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;), which
Form 10-SB/12g became effective in January 2000; the preparation of Registrant&#146;s
Annual Report on Form 10-KSB for its year ended December 31, 1999; commencement of
preparation of work in connection with the Company's Quarterly Report on Form 10-QSB
&nbsp; for the period ended March 31, 2000; work in connection with the Registrant&#146;s
telecommunications and wireless business, and assistance in the negotiations related to
mergers and acquisitions. The Registrant has agreed to issue shares of the
Registrant&#146;s common stock (the &quot;Shares&quot;), in consideration for the prior
and continuing services rendered and to be rendered to the Registrant, as discussed more
fully below. </p>

<p ALIGN="JUSTIFY">This Registration Statement provides for the issuance of two hundred
thousand Shares to Thomas J. Craft, Jr., Esq., the Registrant&#146;s corporate securities
counsel, in consideration for legal services to Registrant by Mr. Craft in connection with
the preparation and review of corporate securities filings with the Securities and
Exchange Commission, including assistance in the preparation and filing of the
Registrant's Annual Report on From 10-KSB for the year ended December 31, 1999, and the
Registrant's registration statement under the Securities Exchange Act of 1934 on Form
10-SB, and such preperation and review of such other contracts and agreements between the
Registrant and third parties as requested from time to time, including documents related
to mergers and acquisitions.</p>

<p ALIGN="JUSTIFY">The Registrant has also entered into a consulting arrangement with
Richard Rubin pursuant the which the Registrant has issued to Mr. Rubin two hundred
thousand Shares. The consulting arrangement provides for compensation to Mr. Rubin in
consideration for services to the Registrant relating to the coordination of all of
Registrant&#146;s corporate securities matters, assisting Mr. Craft in Registrant's SEC
reporting and compliance work, and any assistance Mr. Rubin may provide in connection with
mergers and acquisitions, including meeting with management of the Registrant from time to
time.</p>

<p ALIGN="JUSTIFY">The Registrant has also agreed to issue to Vincent Cammarata a total of
two hundred thousand Shares in consideration services related to the evaluation of the
terms and conditions for the acquisition of Beeper Boutique and other candidates for
mergers, acquisitions and joint ventures with the Registrant, in connection with the
Registrant&#146;s wireless telecommunications retail business and expansion into a
wholesale telecom operations.</p>

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<p>Item 2. Registrant Information and Employee Plan Annual Information.</p>

<p ALIGN="JUSTIFY">The Registrant shall provide the parties receiving Shares pursuant to
this registration statement, without charge, upon their written or oral request, the
documents incorporated reference in Item 3 of Part II of this Registration Statement. The
Registrant shall also provide such parties, without charge, upon their written or oral
request, with all other documents required to be delivered to such parties pursuant to
Rule 428(b) under the Act. Any and all such requests shall be directed to the Registrant
at <font SIZE="3">6227 Southwest Freeway, Houston, Texas 77074 </p>
</font>

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<p ALIGN="CENTER">PART II</p>
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<p ALIGN="CENTER"><strong>INFORMATION REQUIRED IN REGISTRATION STATEMENT</strong></p>

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

<p ALIGN="JUSTIFY"></b>The following<b> </b>documents filed with the Securities and
Exchange Commission are incorporated herein by reference:</p>

<p ALIGN="JUSTIFY">(a) The Registrant&#146;s Form 10-SB/12g filed pursuant to the
Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;).</p>

<p ALIGN="JUSTIFY">(b) A description of the Registrant&#146;s common stock contained in
the exhibits to Registrant&#146;s Form 10-SB/12g.</p>

<p ALIGN="JUSTIFY">(c) The Registrant's Form 10-KSB for its year ended December 31, 1999
which contains the Registrant's audited balance sheet as of December 31, 1999 and the
related statements of operation, stockholders' deficit and cash flows for the two years
then ended.</p>

<p ALIGN="JUSTIFY">(d) All documents subsequently filed by the Registrant pursuant to the
Exchange Act prior to the filing of a post-effective amendment indicating that all such
securities then unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing such documents.</p>

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<p ALIGN="JUSTIFY">Item 4. Description of Securities.</p>

<p ALIGN="JUSTIFY">The Registrant has authorized 20,000,000 Shares of common stock, par
value $.01 (the &quot;Common Stock&quot;), of which 9,720,538 Shares are issued and
outstanding at April 17, 2000.</p>

<p ALIGN="JUSTIFY">Holders of Registrant&#146;s Common Stock are entitled to one vote per
Share on each matter submitted to a vote of stockholders. Shares of Common Stock do not
carry cumulative voting rights and, therefore, holders of the majority of the outstanding
shares of Common Stock are able to elect the entire board of directors and, if they do so,
minority stockholders would not be able to elect any members of the board of directors.
Holders of Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of dividends.
During the last two fiscal years, the Registrant has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable future.</p>

<p ALIGN="JUSTIFY">Item 5. Interests of Named Experts and Counsel.</p>

<p ALIGN="JUSTIFY">Thomas J. Craft, Jr., Esq., counsel to the Registrant in connection
with the preparation of this Registration Statement on Form S-8, is the record owner of
two hundred thousand Shares of common stock. Mr. Craft is not an affiliate the Registrant.</p>

<p ALIGN="JUSTIFY">Item 6. Indemnification of Officers and Directors.</p>
<b>

<p ALIGN="JUSTIFY"></b>Not applicable.</p>

<p ALIGN="JUSTIFY">Item 7. Exemption From Registration Claimed.</p>

<p ALIGN="JUSTIFY">Not applicable.</p>

<p ALIGN="JUSTIFY">Item 8. Exhibits:</p>

<p ALIGN="JUSTIFY">Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:</p>

<p ALIGN="JUSTIFY">Exhibit 5 Opinion of Thomas J. Craft, Jr., Esq.</p>

<p ALIGN="JUSTIFY">Exhibit 23 Consent of Thomas J. Craft, Jr., Esq. (Contained in the
Opinion)</p>

<p ALIGN="JUSTIFY">Exhibit 23.1 Consent of Liebman, Goldberg &amp; Drogin, LLP, Certified
Public Accountants</p>

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<p ALIGN="JUSTIFY">Item 9. Undertakings:</p>

<p ALIGN="JUSTIFY">The undersigned Registrants hereby undertakes:</p>

<p ALIGN="JUSTIFY">(a) 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.</p>

<p ALIGN="JUSTIFY">(b) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.</p>

<p ALIGN="JUSTIFY">(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended (the &quot;Act&quot;), 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.</p>

<p ALIGN="JUSTIFY">(d) 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 ALIGN="JUSTIFY">(e)(i) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant&#146;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&#146;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.</p>

<p ALIGN="JUSTIFY">(e)(ii) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the Registrant pursuant any action of the Registrant, 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 against such liabilities (other than
payment by the Registrant of expenses paid or incurred 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.</p>

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<p ALIGN="JUSTIFY">EXHIBIT INDEX</p>

<p ALIGN="JUSTIFY">EXHIBIT NUMBER ITEM</p>

<p ALIGN="JUSTIFY">5 Opinion of Thomas J. Craft, Jr., Esq.</p>

<p ALIGN="JUSTIFY">23 Consent of Thomas J. Craft, Jr., Esq. (Contained in Opinion) </p>

<p ALIGN="JUSTIFY">23.1 Consent of Liebman, Goldberg &amp; Drogin, LLP, Certified Public
Accountants</p>
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<p ALIGN="CENTER"><u>EXHIBIT 5</u></p>
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<table border="0" width="100%">
  <tr>
    <td width="100%" align="center"><a name="Thomas J. Craft, Jr., Esq."><font size="4">Thomas
    J. Craft, Jr., Esq.</font></a></td>
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    <td width="100%" align="center"></b><font size="2">301 Clematis Street-Suite 30000</font></td>
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    <td width="100%" align="center"><font size="2">The Galleria Building</font></td>
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    <td width="100%" align="center"><font size="2">West Palm Beach, FL 33401</font></td>
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    <td width="100%" align="center"><font size="1">Phone 561-651-7336</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="1">Fax: 561-655-3202</font></td>
  </tr>
</TABLE>

<p ALIGN="right">April 19, 2000</p>

<table border="0" width="100%">
  <tr>
    <td width="100%">Securities and Exchange Commission</td>
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    <td width="100%">450 Fifth Street, NW</td>
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    <td width="100%">Washington, DC 20549</td>
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</TABLE>

<table border="0" width="100%">
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    <td width="9%"></td>
    <td width="91%"></td>
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    <td width="9%"><p align="right"><strong>Re:</strong></td>
    <td width="91%">Affordable Telecommunications Technologies Corporation</td>
  </tr>
  <tr>
    <td width="9%"></td>
    <td width="91%">Registration Statement on Form S-8, Commission File No. 0-28175</td>
  </tr>
</TABLE>

<p>Gentlemen:</p>

<p ALIGN="JUSTIFY">I have been requested by Affordable Telecommunications Technologies
Corporation (the &quot;Registrant&quot;) to furnish an opinion as to matters hereinafter
set forth in connection with this registration statement on Form S-8 under the Securities
Act of 1933, as amended (the &quot;Act&quot;), covering a total of 600,000 shares of
common stock, which shares are being issued for to individuals for services to the
Registrant, including services by consultants and the undersigned as counsel to the
Registrant.</p>

<p ALIGN="JUSTIFY">In connection with this opinion, I have reviewed the Form 10-SB/12g of
the Registrant incorporated by reference in this registration statement, and Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1999 and have determined that
the Registrant is entitled to utilize Form S-8 under the Federal securities laws. I have
further determined that the shares have been legally issued, fully paid and
non-assessable. Further, the Registrant has duly authorized the issuance of the shares and
the filing of this registration statement on Form S-8 under the Act.</p>

<p ALIGN="JUSTIFY">I hereby consent to the inclusion of this opinion in the registration
statement on Form S-8 being duly filed with the Securities and Exchange Commission.</p>

<p>Very truly yours,</p>

<p>&nbsp;</p>

<p><u>/s/ Thomas J. Craft, Esq.</p>
</u>

<p>Thomas J. Craft</p>

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<p ALIGN="CENTER"><u>EXHIBIT 23</u></p>

<p ALIGN="CENTER">(Contained in Opinion-Exhibit 5)</p>

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<p ALIGN="CENTER">EXHIBIT 23.1</p>
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<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">&nbsp;</p>
</b><font SIZE="3"><u>

<p ALIGN="CENTER"><a name="EXHIBIT 23.1">EXHIBIT 23.1</a></p>
</u></font>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER"><strong>CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT</strong></p>

<p ALIGN="JUSTIFY">We previously issued our report dated April 8, 2000, accompanying the
financial statements of the Registrant for the year ended December 31, 1999, filed with
the Registrant&#146;s Form 10-KSB. We hereby consent to the incorporation by reference of
said report in the filing of the Registration Statement on Form S-8 with the Securities
and Exchange Commission by the Registrant.</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY"><u>/s/ Liebman, Goldberg &amp; Drogin, LLP, Certified Public Accountant</p>
</u>

<p ALIGN="JUSTIFY">Liebman, Goldberg &amp; Drogin, LLP, Certified Public Accountants</p>

<p>April 19, 2000</p>

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<u>

<p ALIGN="CENTER">SIGNATURES</p>
<b>

<p ALIGN="JUSTIFY">&nbsp;</p>
</b></u>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, as amended,
the 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
Houston, State of Texas, on the 19th day of April, 2000.</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="right"><u>/s/ Steven H. Bethke</p>
</u>

<p align="right">By: Steven H. Bethke </p>

<p align="right">Title: Chief Executive Officer </p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registration Statement has been signed by the following person in the capacity and on
the date indicated</p>

<p ALIGN="CENTER">&nbsp;</p>

<p>Dated: Houston, TX</p>

<p>April 19, 2000</p>

<p ALIGN="right"><u>/s/ Steven H. Bethke</p>
</u>

<p align="right">By: Steven H. Bethke </p>

<p align="right">Title: Chief Executive Officer </p>
</body>
</HTML>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27327}]
{"company-data": {"conformed-name": "AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORP", "cik": "0001074416", "assigned-sic": "4812", "irs-number": "760548046", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35180", "film-number": "605074"}, "business-address": {"street1": "6227 SOUTH WEST FREEWAY", "city": "HOUSTON", "state": "TX", "zip": "77074", "phone": "7139888884"}, "mail-address": {"street1": "6227 SOUTHWEST FREEWAY", "city": "HOUSTON", "state": "TX", "zip": "77074"}}
SECURITIES AND
    EXCHANGE COMMISSION
Washington, DC
    20549
REGISTRATION
    STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT
    OF 1933
AFFORDABLE TELECOMMUNICATIONS
TECHNOLOGY CORPORATION
(Exact name of Registrant as
    specified in its charter)
TEXAS
76-0548546
(State or other jurisdiction of
    incorporation or organization)
(IRS employer identification no.)
6227 Southwest Freeway, Houston, Texas
77074
(Address of principal executive
    offices)
(Zip Code)
Compensation and Consulting Agreements
(full name of the
    plans)
Steven H. Bethke
Affordable Telecommunications
    Technologies Corporation
6227 Southwest Freeway
Houston, Texas 77074
(Name and address of agent
    for service)
713-988-8884
(Telephone number, including
    area code, of agent for service)
Approximate Date of Commencement
    of Proposed Sales under the Plan:
As soon as practicable after
    this Registration Statement becomes effective
Total Number of Pages: 7
Exhibit Index begins on
    sequentially numbered page: 13
CALCULATION OF REGISTRATION FEE
Title of Securities
Amount
Proposed Maximum
Proposed Maximum
Amount of
to be
to be
Offering
Aggregate Registration
Registration
Registered
Registered
Price per Share
Offering Price
Fee
Common Stock par value $.01
600,000 (1)
$1.50 (2)
$900,000
$237.60
(1) Represents shares issued pursuant to employment
arrangements and consulting agreements for services provided to the Registrant and for
continued services by officers, directors, consultants, and counsel to the Registrant with
respect to Registrant's business, and legal services. Additional shares may be issued
to the officers, directors, consultants and counsel as set forth in this Registration
Statement plus such indeterminate number of shares pursuant to Rule 416 as may be issued
in respect to stock splits, stock dividends and other similar recapitalizations.
(2) Estimated solely for the purpose of calculating the
registration fee, based on the average of the high bid and low asked price of the
Registrant's Common Stock on April 18, 2000, the date immediately prior to the filing of
this registration statement.
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Affordable Telecommunications Technologies Corporation
(hereinafter, the "Registrant") has received services and is continuing to
receive services from third party individuals in connection with the Registrant's
corporate securities matters, including; the preparation and filing of the
Registrant's Form 10-SB/12g, registering the shares in order to become a reporting
company under the Securities Exchange Act of 1934 (the "Exchange Act"), which
Form 10-SB/12g became effective in January 2000; the preparation of Registrant's
Annual Report on Form 10-KSB for its year ended December 31, 1999; commencement of
preparation of work in connection with the Company's Quarterly Report on Form 10-QSB
  for the period ended March 31, 2000; work in connection with the Registrant's
telecommunications and wireless business, and assistance in the negotiations related to
mergers and acquisitions. The Registrant has agreed to issue shares of the
Registrant's common stock (the "Shares"), in consideration for the prior
and continuing services rendered and to be rendered to the Registrant, as discussed more
fully below.
This Registration Statement provides for the issuance of two hundred
thousand Shares to Thomas J. Craft, Jr., Esq., the Registrant's corporate securities
counsel, in consideration for legal services to Registrant by Mr. Craft in connection with
the preparation and review of corporate securities filings with the Securities and
Exchange Commission, including assistance in the preparation and filing of the
Registrant's Annual Report on From 10-KSB for the year ended December 31, 1999, and the
Registrant's registration statement under the Securities Exchange Act of 1934 on Form
10-SB, and such preperation and review of such other contracts and agreements between the
Registrant and third parties as requested from time to time, including documents related
to mergers and acquisitions.
The Registrant has also entered into a consulting arrangement with
Richard Rubin pursuant the which the Registrant has issued to Mr. Rubin two hundred
thousand Shares. The consulting arrangement provides for compensation to Mr. Rubin in
consideration for services to the Registrant relating to the coordination of all of
Registrant's corporate securities matters, assisting Mr. Craft in Registrant's SEC
reporting and compliance work, and any assistance Mr. Rubin may provide in connection with
mergers and acquisitions, including meeting with management of the Registrant from time to
time.
The Registrant has also agreed to issue to Vincent Cammarata a total of
two hundred thousand Shares in consideration services related to the evaluation of the
terms and conditions for the acquisition of Beeper Boutique and other candidates for
mergers, acquisitions and joint ventures with the Registrant, in connection with the
Registrant's wireless telecommunications retail business and expansion into a
wholesale telecom operations.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide the parties receiving Shares pursuant to
this registration statement, without charge, upon their written or oral request, the
documents incorporated reference in Item 3 of Part II of this Registration Statement. The
Registrant shall also provide such parties, without charge, upon their written or oral
request, with all other documents required to be delivered to such parties pursuant to
Rule 428(b) under the Act. Any and all such requests shall be directed to the Registrant
at
6227 Southwest Freeway, Houston, Texas 77074
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following
documents filed with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's Form 10-SB/12g filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act").
(b) A description of the Registrant's common stock contained in
the exhibits to Registrant's Form 10-SB/12g.
(c) The Registrant's Form 10-KSB for its year ended December 31, 1999
which contains the Registrant's audited balance sheet as of December 31, 1999 and the
related statements of operation, stockholders' deficit and cash flows for the two years
then ended.
(d) All documents subsequently filed by the Registrant pursuant to the
Exchange Act prior to the filing of a post-effective amendment indicating that all such
securities then unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
The Registrant has authorized 20,000,000 Shares of common stock, par
value $.01 (the "Common Stock"), of which 9,720,538 Shares are issued and
outstanding at April 17, 2000.
Holders of Registrant's Common Stock are entitled to one vote per
Share on each matter submitted to a vote of stockholders. Shares of Common Stock do not
carry cumulative voting rights and, therefore, holders of the majority of the outstanding
shares of Common Stock are able to elect the entire board of directors and, if they do so,
minority stockholders would not be able to elect any members of the board of directors.
Holders of Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of dividends.
During the last two fiscal years, the Registrant has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
Thomas J. Craft, Jr., Esq., counsel to the Registrant in connection
with the preparation of this Registration Statement on Form S-8, is the record owner of
two hundred thousand Shares of common stock. Mr. Craft is not an affiliate the Registrant.
Item 6. Indemnification of Officers and Directors.
Not applicable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:
Exhibit 5 Opinion of Thomas J. Craft, Jr., Esq.
Exhibit 23 Consent of Thomas J. Craft, Jr., Esq. (Contained in the
Opinion)
Exhibit 23.1 Consent of Liebman, Goldberg & Drogin, LLP, Certified
Public Accountants
Item 9. Undertakings:
The undersigned Registrants hereby undertakes:
(a) 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.
(b) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), 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.
(d) 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.
(e)(i) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, as amended, 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.
(e)(ii) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the Registrant pursuant any action of the Registrant, 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 against such liabilities (other than
payment by the Registrant of expenses paid or incurred 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.
EXHIBIT INDEX
EXHIBIT NUMBER ITEM
5 Opinion of Thomas J. Craft, Jr., Esq.
23 Consent of Thomas J. Craft, Jr., Esq. (Contained in Opinion)
23.1 Consent of Liebman, Goldberg & Drogin, LLP, Certified Public
Accountants
EXHIBIT 5
Thomas
    J. Craft, Jr., Esq.
301 Clematis Street-Suite 30000
The Galleria Building
West Palm Beach, FL 33401
Phone 561-651-7336
Fax: 561-655-3202
April 19, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re:
Affordable Telecommunications Technologies Corporation
Registration Statement on Form S-8, Commission File No. 0-28175
Gentlemen:
I have been requested by Affordable Telecommunications Technologies
Corporation (the "Registrant") to furnish an opinion as to matters hereinafter
set forth in connection with this registration statement on Form S-8 under the Securities
Act of 1933, as amended (the "Act"), covering a total of 600,000 shares of
common stock, which shares are being issued for to individuals for services to the
Registrant, including services by consultants and the undersigned as counsel to the
Registrant.
In connection with this opinion, I have reviewed the Form 10-SB/12g of
the Registrant incorporated by reference in this registration statement, and Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1999 and have determined that
the Registrant is entitled to utilize Form S-8 under the Federal securities laws. I have
further determined that the shares have been legally issued, fully paid and
non-assessable. Further, the Registrant has duly authorized the issuance of the shares and
the filing of this registration statement on Form S-8 under the Act.
I hereby consent to the inclusion of this opinion in the registration
statement on Form S-8 being duly filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Thomas J. Craft, Esq.
Thomas J. Craft
EXHIBIT 23
(Contained in Opinion-Exhibit 5)
EXHIBIT 23.1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We previously issued our report dated April 8, 2000, accompanying the
financial statements of the Registrant for the year ended December 31, 1999, filed with
the Registrant's Form 10-KSB. We hereby consent to the incorporation by reference of
said report in the filing of the Registration Statement on Form S-8 with the Securities
and Exchange Commission by the Registrant.
/s/ Liebman, Goldberg & Drogin, LLP, Certified Public Accountant
Liebman, Goldberg & Drogin, LLP, Certified Public Accountants
April 19, 2000
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the 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
Houston, State of Texas, on the 19th day of April, 2000.
/s/ Steven H. Bethke
By: Steven H. Bethke
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registration Statement has been signed by the following person in the capacity and on
the date indicated
Dated: Houston, TX
April 19, 2000
/s/ Steven H. Bethke
By: Steven H. Bethke
Title: Chief Executive Officer