<PAGE>
<PAGE>
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
American ATM Corp.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Florida 65-0656168
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5061 North Dixie Highway, Boca Raton, Florida 33431
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is to become effective
pursuant to General Instruction A.(d), please check the following box. [X]
Securities Act registration statement to which this form relates: 333-47977
---------
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not applicable Not applicable
- ------------------------------------- -----------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value, $0.001 per share
--------------------------------------------------
(Title of class)
<PAGE>
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock is set forth at page 25 of the
Prospectus forming part of the Registration Statement on Form SB-2 filed under
the Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission on December 10, 1998, Registration No.
333-47977 (the "Registration Statement") on behalf of American ATM Corp. (the
"Registrant"), which is hereby incorporated by reference for all purposes.
ITEM 2. EXHIBITS.
1. Articles of Incorporation, as amended, of the Registrant are
incorporated herein by reference to Exhibit 3.1 to the Registration
Statement.
2. By-laws of the Registrant are incorporated herein by reference to
Exhibit 3.2 to the Registration Statement.
3. Specimen Certificate for Shares of the Common Stock of the
Registrant is incorporated herein by reference to Exhibit 4.1 to the
Registration Statement.
4. Director and Officer 1996 Stock Option Compensation Plan of the
Registrant is incorporated herein by reference to Exhibit 4.2 to the
Registration Statement.
5. Specimen Certificate for Warrants to Purchase Shares of Common Stock
of the Registrant is incorporated herein by reference to Exhibit 4.4
to the Registration Statement.
6. Warrant Agent Agreement is incorporated by reference to Exhibit 4.3
to the Registration Statement.
The Registrant hereby further incorporates by reference the description
of the Common Stock included in any form of prospectus subsequently filed by the
Registrant pursuant to Rule 424(b) under the Securities Act.
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, duly authorized
officer.
AMERICAN ATM CORP.
By: MORI AARON SCHWEITZER
-----------------------------------
Mori Aaron Schweitzer, President
Dated: January 4, 1999