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 X-NET SERVICES CORP. -------------------- (Exact name of registrant as specified in its charter) Nevada 87 - 0671807 - -------------------------- -------------- (State of incorporation (I.R.S. Employer Identification No.) or organization) 7666 Keswick Road, Sandy, Utah 84093; Telephone (801) 947-1681 --------------------------------------------------------------- (Address and telephone number of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange of which to be so registered each class is to be registered 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: 333-61608 (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: Common stock, par value of $0.001 --------------------------------- (Title of class) 1 Item 1. Description of Registrant's Securities to be Registered. The description of securities contained in Registrant's Registration Statement on Form SB-2, as amended, filed with the commission (File No. 333-61608) is incorporated by reference into this registration statement. Item 2. Exhibits EXHIBIT NUMBER DESCRIPTION - -------- -------------------- 3.1 Articles of Incorporation (1) 3.2 By-Laws (1) 4.1 Share Certificate(2) 5.1 Opinion of Cane & Company, LLC, with consent to use(1) 10.1 Employment Agreement(2) 23.1 Consent of Ted A. Madsen, CPA for use of Audited Financial Statements 99.1 Marked version of prospectus (1) Previously filed as an exhibit to the Company's Form SB-2 on May 24, 2001. (2) Previously filed as an exhibit to the Company's Amendment No. 1 to Form SB-2 on October 3, 2001. 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 2, 2002 X-Net Services Corp. Registrant By: /s/ Stephen B. Utley --------------------------- Stephen B. Utley Principal Executive Officer 2