INTERACTION MEDIA CORP
8-A12G, 1996-07-17
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 --------------

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                 -------------

                         INTERACTION MEDIA CORPORATION
            (Exact name of registrant as specified in its charter)


                 Delaware*                             65-0542810
(State of Incorporation or organization)    (I.R.S. employer identification no.)

     1701 Ponce de Leon Boulevard                           7319
      Coral Gables, Florida 33134               Industrial Classification Code
(Address of principal executive offices)

                                 -------------

        Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                            Name of each exchange
      to be so registered                             on which each class
      -------------------                             is to be registered    
             None                                     -------------------
                                                             None
                                  -------------

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

                     Common Stock, $.005 par value per share
                                (Title of class)

                  Redeemable Warrants to Purchase Common Stock
                           $.005 par value per share
                               (Title of class)

* As disclosed in the Registrant's Form SB-2 Registration Statement, the 
Registration Statement gives effect to the reincorporation of the Registrant
under the laws of Delaware on or prior to the effective date of the of the
Registration Statement.

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Item 1. Description of the Registrant's Securities to be Registered


         Information with respect to the Common Stock and Redeemable Warrants
to purchase Common Stock of the Registrant is incorporated herein by reference
to the section captioned "Description of Securities" in the Registration
Statement on Form SB-2 (No. 333-5166-A) filed under the Securities Act of 1933,
as amended, with the Securities and Exchange Commission on June 27, 1996.

Item 2. Exhibits

Exhibit No.      Description
- -----------      ------------
    1(a)         -- Specimen certificate for Registrant's Common Stock.*

     (b)         -- Form of Public Warrant Certificate.*

    2(a)         -- Certificate of Incorporation of the Registrant.**

     (b)         -- By-laws of the Registrant.**




- ---------

*  To be filed as an exhibit to Registrant's Form SB-2 Registration Statement
   (No. 333-5166-A) filed with the Securities and Exchange Commission and 
   incorporated herein by reference.

** Filed as an exhibit to Registrant's Form SB-2 Registration Statement
   (No. 333-5166-A) filed with the Securities and Exchange Commission and 
   incorporated herein by reference.









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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.





                                      INTERACTION MEDIA CORPORATION




                                      By:  /s/ Harold G. Schenker
                                          -----------------------------
                                          Harold G. Schenker
                                          Vice Chairman of the Board,
                                          Chief Executive Officer and
                                          Secretary




Date: June 30, 1996


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