8-A12G 1 g1384.txt FORM 8-A OF CANTOP VENTURES, INC. 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 (G) OF THE SECURITIES ACT OF 1934 Cantop Ventures, Inc. (Exact name of registrant as specified in its charter) Nevada 20-2414965 (State of Incorporation) (I.R.S. Employer Identification No.) 564 Wedge Lane Fernley, NV 89408 (Address of principal executive offices, including Zip Code) (604) 805-6340 (Registrant's Telephone Number, Including Area Code) 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 (if applicable): File No. 333-128697 Securities to be registered pursuant to Section 12(b) of the Exchange Act: None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share The Commission is respectfully requested to send copies of all notices, orders and communications to: KAREN A. BATCHER, ESQ. BATCHER ZARCONE & BATCHER, LLP 4252 BONITA ROAD, #151 BONITA, CA 91902 TEL. (619) 475-7882 FAX (619) 789-6262 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of securities contained in the Registrant's Registration Statement on Form SB-2, as amended, filed with the commission (File 333-128697) is incorporated by reference into this registration statement. ITEM 2. EXHIBITS Exhibit Number Description -------------- ----------- 3.1* Articles of Incorporation 3.2* Bylaws 5.1* Legal opinion 23.1* Consent of Moen & Company, Chartered Accountants ---------- * filed as an exhibit to our SB-2 filing dated September 30, 2005 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused Dated: November 3, 2006 CANTOP VENTURES, INC. By: /s/ Christopher Paterson --------------------------- Christopher Paterson President