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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES ACT OF 1934
SEA SHELL GALLERIES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 91-1985634
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(State of incorporation or organization) (IRS Employer Identification No.)
2635 META DRIVE, SAN JOSE, CA 95130
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(Address and principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A.(c), 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 effective pursuant to
General Instruction A.(d), check the following box. [X].
Securities Act registration statement file number to which this form
relates: 333-88139.
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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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
A description of the Registrant's Common Stock and Redeemable Common
Stock Purchase Warrants is set forth under the caption "DESCRIPTION OF
SECURITIES" contained in the prospectus included in the Company's Registration
Statement on Form SB-2 (File No. 333- 88139). Such prospectus is incorporated
herein by reference.
Item 2. Exhibits.
3 Articles of Incorporation of the Registrant (Note 1).
3.1 Bylaws of the Registrant (Note 2).
4 Specimen certificate for common stock (Note 3).
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(1) Incorporated by reference to Exhibit 3 to Registrant's Registration
Statement on Form SB- 2 (File No. 333-88139).
(2) Incorporated by reference to Exhibit 3.1 to Registrant's Registration
Statement on Form SB-2 (File No. 333-88139).
(3) Incorporated by reference to Exhibit 4 to Registrant's Registration
Statement on Form SB-2 (File No. 333-88139).
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.
SEA SHELL GALLERIES, INC.
Date: December 13, 2000 By: /s/ JOHN WONG
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John Wong
President
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