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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IT STAFFING LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ONTARIO 52-209027
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(STATE OR JURISDICTION OF INCORPORATION) (IRS EMPLOYER
IDENTIFICATION NO.)
55 UNIVERSITY AVENUE
TORONTO, ONTARIO, CANADA M5J 2H7
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) -------
(ZIP CODE)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective pursuant
pursuant to General Instruction A(c), to General Instruction A(d), please
please check the following box. /X/ check the following box / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON SHARES, NO PAR VALUE BOSTON STOCK EXCHANGE
REPRESENTATIVE'S WARRANTS BOSTON STOCK EXCHANGE
COMMON SHARES, NO PAR VALUE
ISSUABLE ON EXERCISE OF
REPRESENTATIVE'S WARRANTS BOSTON STOCK EXCHANGE
SECURITIES TO REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
NONE
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information contained under the headings entitled
"DESCRIPTION OF SECURITIES" - "Common Shares" -- of the
Prospectus included in the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-63909), as amended, filed with
the Securities and Exchange Commission, is hereby incorporated
herein by reference.
Item 2. EXHIBITS.
1. Bylaws of the Registrant.*
2. Articles of Incorporation of Registrant, and amendments
thereto.**
3. Form of Underwriter's Warrant.***
4. Specimen Common Share Certificate.****
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* Filed as Exhibit 3.1 to the Registrant's Pre-Effective Amendment No. 1 to
the Registration Statement on Form SB-2 (Registration No. 333-63909), as
amended, and incorporated herein by reference.
** Filed as Exhibits 3.2, 3.3, 3.4 and 3.5 to the Registrant's Pre-Effective
Amendment No. 1 to the Registration Statement on Form SB-2 (Registration
No. 333-63909), as amended, and incorporated herein by reference.
*** Filed as Exhibit 4.2 to the Registrant's Pre-effective Amendment No. 2 to
the Registration Statement on Form SB-2 (Registration No. 333-63909), as
amended, and incorporated herein by reference.
**** To be filed, by amendment, as Exhibit 4.3 to the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-63909), as amended, and
incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
IT Staffing Ltd.
(Registrant)
Dated: February 3, 1999 By:/S/ DECLAN FRENCH
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Declan French
Chief Executive Officer
