BLACK ROCK GOLF CORP
8-A12B, 1996-07-16
SPORTING & ATHLETIC GOODS, NEC
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                                    FORM 8-A
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
                          BLACK ROCK GOLF CORPORATION
             (Exact name of Registrant as specified in its charter)
 
               DELAWARE                                84-1336891
      (State of incorporation or          (I.R.S. Employer Identification No.)
             organization)
 
       6786 SOUTH REVERE PARKWAY, SUITE 150 D, ENGLEWOOD, COLORADO 80112
              (Address of principal executive offices)  (Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
TITLE OF EACH CLASS                   NAME OF EACH EXCHANGE ON WHICH EACH CLASS
TO BE SO REGISTERED                   IS TO BE REGISTERED
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Common Stock, $.001 par value         Boston Stock Exchange
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
                         Common Stock, $.001 par value
                                (Title of class)
 
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
 
    Incorporated  by reference  to the information  set forth  under the heading
"Description of Securities" contained in the Registrant's Registration Statement
on Form SB-2 (File No. 333-4890-D) (the  "Form SB-2"), as amended, and the  same
information  to  be  set  forth  in the  form  of  prospectus  (the "Preliminary
Prospectus") that will be filed pursuant to Rule 424(b) under the Securities Act
shall also be incorporated by reference herein.
 
ITEM 2.  EXHIBITS
 
    The following exhibits are filed as a part of this Registration Statement:
 
1.*     Information set forth under the heading "Description of Capital Stock"
        in the Form SB-2, as amended;
2.**    Specimen Certificate for Common Stock;
3.***   Certificate of Incorporation of the Registrant; and
4.****  By-Laws of the Registrant.
 
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   * Incorporated by reference to  the information set  forth under the  heading
     "Description  of  Capital Stock"  in  the Form  SB-2,  as amended,  and the
     Preliminary Prospectus.
 
  ** Incorporated by reference to  Exhibit 4.1 to the  Form SB-2 filed with  the
     Securities and Exchange Commission (the "Commission") on May 24, 1996.
 
 *** Incorporated  by reference to Exhibit  3.1 to the Form  SB-2 filed with the
     Commission on May 24, 1996.
 
**** Incorporated by reference to  Exhibit 3.2 to the  Form SB-2 filed with  the
     Commission on May 24, 1996.
 
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                                   SIGNATURE
 
    Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
 
Date: July 15, 1996
                                          BLACK ROCK GOLF CORPORATION:
 
                                          By:      /s/ JACKSON D. RULE, JR.
 
                                             -----------------------------------
                                                    Jackson D. Rule, Jr.
                                                PRESIDENT AND CHIEF EXECUTIVE
                                                           OFFICER
 
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