U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 _____________________ MIRAGE HOLDINGS, INC. (Name of registrant as specified in its charter) _____________________ NEVADA 95-4627685 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) _____________________ 225 Santa Monica Boulevard, Suite 410 Santa Monica, CA 90401 (310) 395-3155 (Address and telephone number of Registrant's principal executive offices and principal place of business) _____________________ COPIES TO: Lawrence W. Horwitz, Esq. Horwitz & Beam Two Venture Plaza, Suite 350 Irvine, CA 92618 ____________________ Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value Common Stock, no par value, underlying Representative Warrants Common Stock, no par value, underlying Warrants Common Stock, no par value, issued in connection with bridge financing Common Stock, no par value, underlying warrants issued in connection with bridge financing Common Stock, no par value, underlying options issued to pursuant to Employee Stock Option Plan Common Stock, no par value, issuable to Consultant ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Reference is made to the description of the terms of the securities prepared in compliance with Item 202 of Regulation S-B set forth beneath the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources," "Description of Securities," "Underwriting," and "Legal Matters" in the prospectus filed by Mirage Holdings, Inc. (the "Registrant") with the Securities and Exchange Commission as part of the Registrant's Registration Statement on Form SB-2, Registration No. 333-28861 (the "Registration Statement"). ----- ITEM 2. EXHIBITS. Pursuant to "Instructions As to Exhibits" accompanying Form 8-A, Exhibits I.1, II-4.1, and II-4.2 are incorporated herein by reference from the Registration Statement. Exhibits II-1, II-2, II-3, and II-6 are not required to be filed with, or incorporated by reference in, this Form 8-A filed with the Commission; however, to the extent such exhibits exist, they have been filed as exhibits to the Registration Statement. EXHIBIT NUMBER DESCRIPTION - -------------- ----------- I-1 - Specimen certificate for Common Stock of the Company. I-2 - By-laws of the Company II-1 - The Registration Statement II-2 - Not applicable II-3 - Not applicable II-4.1 - Certificate of Incorporation of the Company. II-4.2 - See Exhibit I-2. II-5 - See Exhibit I-1. II-6 - Not applicable SIGNATURES 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, in the City of Santa Monica, State of California, on June 18, 1997. MIRAGE HOLDINGS, INC. By: /s/ NAJEEB U. GHAURI ----------------------------- Najeeb U. Ghauri President and Director