HAT WORLD CORP
8-A12G, 1999-09-29
APPAREL & ACCESSORY STORES
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                                    FORM 8-A
                                  UNITED STATES
                       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

                              Hat World Corporation
             (Exact name of registrant as specified in its Charter)

        Minnesota                                        46-0452694
(State of Incorporation)                    (IRS Employer Identification Number)


            4912 S. Minnesota Avenue, Sioux Falls, South Dakota 57108
               (Address of principal executive office) (Zip Code)

            Title of each class to be so registered pursuant to 12(g)
                                  Common Stock

Item 1:  Description of Registrant's Securities to be Registered

       The Company has authorized 10,000,000 shares of common stock, with a par
value of $.01 per share. Each holder of common stock has one vote per share on
all matters voted upon by the shareholders. Such voting rights are not
cumulative and as such shareholders holding more than 50% of the outstanding
shares of common stock are able to and will be able to elect all members of the
Board of Directors. There are no preemptive rights or other rights of
subscription.

            Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.

<PAGE>


                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed by the Chairman, this 29th
day of September, 1999.


                                        Hat World Corporation


                                        /S/ George Berger
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