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 EXCHANGE ACT OF 1934

                  OFFLINE CONSULTING, INC.
    (Exact name of registrant as specified in its charter)

               Delaware            20-4838580
           (State or other      (I.R.S. Employer
           jurisdiction of       Identification
           incorporation or           No.)
            organization)


                  Offline Consulting, Inc.
                    1166 East 14th Street
                      Brooklyn, NY11230
                       (347) 267-5310

Securities to be registered pursuant to Section 12(b) of the
Act: None

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: File No. 333-139163 (if applicable)

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

                Common Shares, $0.0001 value
          -----------------------------------------
                      (Title of class)


Item  1.   Description  of  Registrant's  Securities  to  be
Registered.

Common Stock
- -------------------

Offline  Consulting,  Inc.  (the  'Company"  or  "we")   are
authorized to issue 700,000,000 shares of common stock,  par
value  $0.0001,  of which 6,339,980 shares  are  issued  and
outstanding as of December 26, 2006.  Each holder of  shares
of  our common stock is entitled to one vote for each  share
held  of  record  on all matters submitted to  the  vote  of
stockholders,  including  the election  of  directors.   The
holders  of  shares  of  common stock  have  no  preemptive,
conversion,   subscription  or  cumulative  voting   rights.
Subject  to the rights of the holders of preferred stock  in
the future, if any, holders or our common stock are entitled
to  share equally on a per share basis in such dividends  as
may  be  declared  by our Board of Directors  out  of  funds
legally available therefore. There are presently no plans to
pay  dividends  with respect to our common stock.  Upon  our
liquidation,  dissolution or winding up,  after  payment  of
creditors  and the holders of any of our shares of preferred
stock, if any, our assets will be divided prorate on  a  per
share  basis  among  the holders of our common  stock.   The
common  stock  is not subject to any liability  for  further
assessment.  There  is no provision in  our  Certificate  of
Incorporation or By-laws that would delay, defer, or prevent
a change in control of our Company.

Preferred Stock
- --------------------

Shares   of  preferred  stock  are  not  included  in   this
registration   statement.   We  are  authorized   to   issue
20,000,000  shares  of preferred stock,  none  of  which  is
issued  and  outstanding.  Our board of  directors  has  the
authority,  without  further action by the  holders  of  the
outstanding  shares  of common stock,  to  issue  shares  of
preferred  stock with rights superior to the rights  of  the
holders of shares of common stock from time to time  in  one
or more series, to fix the number of shares constituting any
series,  and to fix the terms of any such series,  including
dividend  rights,  dividend rates,  conversion  or  exchange
rights,  voting  rights,  rights  and  terms  of  redemption
(including  sinking fund provisions), the  redemption  price
and the liquidation preference or  such series. As a result,
shares  of  preferred  stock could  be  issued  quickly  and
easily, negatively affecting the rights of holders of shares
common  stock  and could be issued with terms calculated  to
delay  or  prevent a change in control or  make  removal  of
management  more  difficult. Because  we  may  issue  up  to
20,000,000  shares  of preferred stock  in  order  to  raise
capital  for  our  operations,  the  ownership  interest  of
holders of shares of common stock may be diluted.

Item 2. Exhibits.

Exhibit	Description
3.1	Certificate of Incorporation of Registrant*
3.2	By-Laws of Registrant*

* Previously filed with the Registrant's Registration Statement
on Form SB-2, file number 333-139163, filed with the Securities
and Exchange Commission on December 7, 2006




                             SIGNATURE

Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.




Date: December 26, 2006		OFFLINE CONSULTING, INC.

                                By:  /s/  Marcello Trebitsch
                                Name: 	Marcello Trebitsch
                                Title:  President and Chief Executive
                                        Officer (Principal Executive,
                                        Financial, and Accounting Officer)