MVD INC
8-A12G, 2000-10-31
PREPACKAGED SOFTWARE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR 12(g) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                    MVD, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                                                              94-3357128
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


660 Dover Street, Suite A16, Boca Raton, Florida                           33487
(Address of principal executive offices)                              (Zip Code)

                                 (561) 443-4654
              (Registrant's Telephone Number, Including Area Code)

Securities to be registered under Section 12(b) of the Act:


Title of Each Class:                  Name of Each Exchange on which Registered:

     None                                                N/A

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

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


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:
333-38322


<PAGE>


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

This registration  statement relates to the registration with the Securities and
Exchange  Commission of shares of Common  Stock,  $.001 par value per share (the
"Common  Stock") of MVD, Inc. a Delaware  corporation  (the  "Registrant").  The
description  of the Common Stock to be registered  hereunder set forth under the
caption "Description of Securities" at page 13 of the Registrant's  Registration
Statement  on  Form  SB-2,  as  amended,   Registration   No.   333-38322   (the
"Registration Statement"), as filed with the Securities and Exchange Commission,
is incorporated herein by this reference.

Item 2. Exhibits

The  following   document  is  included  as  an  Exhibit  to  the   Registrant's
Registration   Statement  on  Form  SB-2   (Registration   No.   333-38322)  and
incorporated herein by this reference:

         EXHIBIT DESCRIPTION                                       FORM SB-2
                                                                EXHIBIT NUMBER

(a)      Certificate of Incorporation                                3.1



                                    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, thereunto duly authorized.

(Registrant)      MVD, Inc.
Date:             October 31, 2000


By:               /s/ Christopher A. Cota
                  ------------------------------
                  Christopher A. Cota, President


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