MEDGRUP CORP
8-A12G, 2000-06-26
INSURANCE AGENTS, BROKERS & SERVICE
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                                    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


                               MEDGRUP CORPORATION
                               -------------------
             (Exact name of registrant as specified in its charter)


              COLORADO                                   84-1504390
              --------                                   ----------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


1880 WILLOW PARK WAY SUITE B, MONUMENT, COLORADO         80132-9086
------------------------------------------------         ----------
    (Address of principal executive offices)             (Zip Code)


     Securities to be registered pursuant to Section 12(b) of the Act: None

     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), 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: 333-35810 (if applicable)

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


                     Common Stock, $.001 par value per share
                     ---------------------------------------
                                (Title of class)

<PAGE>


Item 1. Description of Securities to be Registered.

     Incorporated by reference to the Registration Statement on Form SB-2, SEC
File No. 33-35810, and specifically Section 9.1 and 9.2 of the Prospectus
forming a part of the Registration Statement.

Item 2. Exhibits.

          The following Exhibits are incorporated by reference in this
          Registration Statement from the Registration Statement on Form SB-2:

          Exhibit No.
          -----------

          1.1    Articles of Incorporation of the Company as filed with the
                 Colorado Secretary of State on June 26, 1998.

          1.2    Articles of Amendment to the Articles of Incorporation as filed
                 with the Secretary of State on May 12, 1999.

          1.3    Specimen Certificate for Common Stock, $.001 par value per
                 share.

<PAGE>



                                    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.


                                              MEDGRUP CORPORATION



Date:                                         By: /s/ Terry J. Holmes
---------------------                         -----------------------
                                              Terry J. Holmes, President



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