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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
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SMARTSOURCES.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 84-1073083
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2030 MARINE DRIVE V7P 1V7
SUITE 100 (Zip Code)
NORTH VANCOUVER, BRITISH COLUMBIA
CANADA
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A(c), please check the following A(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this
form relates: 333-32824
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(If applicable)
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
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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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(Title of Class)
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SMARTSOURCES.COM, INC. REGISTRATION STATEMENT ON FORM 8-A
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Securities," commencing at
page 39 of the Form SB-2, No. 333-32824, filed with the Securities and Exchange
Commission (the "Commission") on March 20, 2000, and is incorporated herein by
reference.
ITEM 2. EXHIBITS.
4.1 Specimen Certificate for Registrant's Common Stock.
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.
SMARTSOURCES.COM, INC.
(Registrant)
Date: May 15, 2000 By: /s/ Darryl Cardey
-------------------------
Chief Financial Officer
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INDEX TO EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Specimen Certificate for Registrant's Common Stock.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
<TABLE>
<CAPTION>
<S> <C> <C>
[NUMBER] [LOGO] [SHARES]
SEE REVERSE SIDE
[ ] SMARTSOURCES.COM, INC. FOR CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO CUSIP 83170D 10 1
THIS CERTIFIES THAT
SPECIMEN
IN THE [ILLEGIBLE] OF
FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF
SMARTSOURCES.COM, INC.
transferable on the books of the Corporation by the holder Hereby in person or
by Attorney upon surrender of this certificate properly endorsed. This
certificate is not valid unless countersigned by the Transfer Agent and
Registrar. [COMMON STAMP]
IN WITNESS WHEREOF, the said Corporation has caused this certificate to be
signed by facsimile signatures of its duly authorized officers.
Dated:
[ILLEGIBLE] [ILLEGIBLE]
Secretary President
</TABLE>
Countersigned and Registered:
NORWEST BANK MINNESOTA, N.A.
Transfer Agent and Registrar
By Authorized Signature
AMERICAN FINANCIAL [ILLEGIBLE]
<PAGE> 2
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE,
A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED, SO FAR AS
THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE CORPORATION'S BOARD TO
DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES.
<TABLE>
<S> <C> <C>
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The following abbreviations, when used in the Inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UTMA - ______ CUSTODIAN _______
TEN ENT - as tenants by entireties (Cust) (Minor)
JT TEN - as joint tenants with right of Survivorship under Uniform Transfer to Minors
and not as tenants in common Act _________________________
(State)
Additional abbreviations may also be used though not in the above list.
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</TABLE>
For value received _________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _______________________ Attorney to transfer
the said stock on the books of the within-named Corporation with full power of
substitution in the premises.
Dated
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NOTICE: THE SIGNATURE TO THE ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED
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ALL GUARANTEES MUST BE MADE BY A
FINANCIAL INSTITUTION (SUCH AS A
BANK OR BROKER) WHICH IS A
PARTICIPANT IN THE SECURITIES
TRANSFER AGENTS MEDALLION PROGRAM
("STAMP"). THE NEW YORK STOCK
EXCHANGE, INC MEDALLION SIGNATURE
PROGRAM ("MSP"), OR THE STOCK
EXCHANGES MEDALLION PROGRAM ("SEMP")
AND MUST NOT BE DATED.
GUARANTEED BY A NOTARY PUBLIC ARE
NOT ACCEPTABLE.
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