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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
USA TALKS.COM, INC.
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(Exact name of registrant as specified in its charter)
Nevada 93-0915593
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(State of incorporation or organization) (IRS Employer Identification Number)
4180 La Jolla Village Drive, Suite 570, La Jolla, CA 92037
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is registered
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Not Applicable Not Applicable
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:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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Item 1. Description of Registrant's Securities to be Registered
The description of the Common Stock of Registrant set forth under the
caption "Description of Common Stock" in Registrant's Registration Statement
on Form S-18 (File No. 33-2474-LA) as declared effective by the Securities
and Exchange Commission on October 24, 1986, and in the Prospectus included
therein and that was filed pursuant to Rule 424(b), is hereby incorporated by
reference in response to this item.
Item 2. Exhibits
The following exhibits are filed as part of this Registration Statement:
Number Description of Document
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1. Articles of Incorporation, as amended, of the Company,
incorporated by reference to Exhibit 4.2 to the Form
S-8 filed August 3, 1998.
2. Bylaws of the Company, incorporated by reference to
Exhibit 4.3 to the Form S-8 filed August 3, 1998.
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.
Date: April 28, 1999
USA Talks.com, Inc.
By /s/ Allen J. Portnoy
Allen J. Portnoy
Chief Executive Officer
