VIANET TECHNOLOGIES INC
8-A12G/A, 2000-02-09
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 8-A
                                    AMENDMENT
                                       TO
                                     FORM 10

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

                            VIANET TECHNOLOGIES, INC.
                      ------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<CAPTION>
<S>                                                                                     <C>
                      Nevada                                                            7371
          (State or Other Jurisdiction of                                     (Primary Standard Industrial
            Incorporation or Organization)                                    Classification Code Number)
</TABLE>

                   83 Mercer Street, New York, New York 10012
               (Address of principal executive offices) (Zip Code)

If  this  form  relates  to  the  If  this  form  relates  to  the  registration
registration  of a class of  securities  of a class of  securities  pursuant  to
pursuant to Section  12(b) of the Section 12(g) of the Exchange Act Exchange Act
and is effective and is effective  pursuant to General  Instruction  pursuant to
General  Instruction  A.(d),  check the  A.(c),  check the  following  box:  [ ]
following box. [X ]

     Securities  Act  registration  statement  file  number  to which  this form
relates: 0-29177 (If applicable)

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

<TABLE>
<CAPTION>
         <S>                                                  <C>
         Title of Each Class                                  Name of Each Exchange on Which
         to be so Registered                                  Each Class is to be Registered
         ----------------------                               ------------------------------

         ----------------------                               ------------------------------
</TABLE>

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

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


- - --------------------------------------------------------------------------------
                                (Title of class)




<PAGE>
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         Vianet has an authorized capital stock consisting of 100,000,000 Common
Shares, $.001 par value, of which 16,658,610 shares are issued and outstanding.

         The  holders of common  stock are  entitled  to one vote for each share
held of record on all matters to be voted on by the shareholders. The holders of
common stock are entitled to receive dividends ratably, when, as and if declared
by the Board of  Directors,  out of funds legally  available.  In the event of a
liquidation,  dissolution  or winding-up  of the Company,  the holders of common
stock  are  entitled  to share  equally  and  ratably  in all  assets  remaining
available for  distribution  after payment of liabilities and after provision is
made for each class of stock, if any, having preference over the common stock.

         The holders of shares of common  stock,  as such,  have no  conversion,
preemptive,  or other subscription rights and there are no redemption provisions
applicable to the common stock.  All of the  outstanding  shares of common stock
are validly issued, fully-paid and nonassessable.

ITEM 2.  EXHIBITS

Exhibit

Number   Description of Document
<TABLE>
<CAPTION>

<S>               <C>
1.1               Form of Common Stock Certificate (filed as Exhibit 4.1 to the Registration Statement on Form 10, File No. 0-26177,
                  and hereby incorporated herein by reference).

2.1               Articles of Incorporation, as amended (Filed as Exhibit 3.1 to the Registration Statement on Form 10, File No.
                  0-26177, and hereby incorporated herein by reference).

2.2               By-Laws (Filed as Exhibit 3.2 to the Registration Statement on Form 10, File No. 0-26177, and hereby incorporated
                  herein by reference).
</TABLE>
<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.

                                  VIANET TECHNOLOGIES INC.
                                     Registrant

Date: February 9, 2000        By: /s/Vincent Santivasci
                                     Vincent Santivasci, Chief Financial Officer


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