8-A12B 1 form8a-12b.txt 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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TONGXIN INTERNATIONAL LTD ______________________________________________________________________ (Exact Name of Registrant as Specified in Its Charter) British Virgin Islands 98-0577539 -------------------------------- --------------------- (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 199 Pierce Street Suite 202 Birmingham, Michigan 48009 -------------------------------- --------------------- (Address of Principal Executive (Zip Code) Offices) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and effective pursuant to General is effective pursuant to Instruction A(c), please check General Instruction A(d), the following box. [x] please check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-147086-01 ___________________________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: ___________________________ Title of Each Class Name of Each Exchange on Which to be Registered Each Class is to be Registered ____________________________________ ______________________________ Ordinary Shares, $.001 par value The Nasdaq Stock Market LLC Ordinary Shares Purchase Warrants The Nasdaq Stock Market LLC Units (Consisting one ordinary share and The Nasdaq Stock Market LLC one purchase warrant) Securities to be registered pursuant to Section 12(g) of the Act: _______________________________________________________________________ _______________________________________________________________________ (Title of Class) _______________________________________________________________________ (Title of Class) ======================================================================= Item 1. Description of Registrant's Securities to be Registered. The information required by this item is contained under the heading "Description of the Combined Company's Securities Following the Equity Acquisition" in the registration statement on Form S-4, at page 140 (File No. 333-127755). This information is incorporated herein by reference. Item 2. Index to Exhibits * 1.1 Clarification Agreement (Unit Purchase Option), as amended, granted to Representative * 3.2 Memorandum of Association * 3.4 Articles of Association * 4.3 Specimen Ordinary Share Certificate * 4.4 Specimen Warrant Certificate * 4.5 Specimen Unit Certificate **4.5 Warrant Agreeement between Continental Stock Transfer and Trust Company and the Registrant * Incorporated by reference from Registration Statement on Form S-4, as amended (File No.333-147086-01), which was initially filed with the Securities and Exchange Commission on November 1, 2007. ** Incorporated by reference from Registration Statement on Form S-1, as amended (File No.333-127755), which was initially filed with the Securities and Exchange Commission on August 22, 2005. ======================================================================== 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. TONGXIN INTERNATIONAL LIMITED Date: July 11, 2008 By:/s/ Rudy Wilson _____________________________ Name: Rudy Wilson Title: Chairman of the Board and Chief Executive Officer /s/ William Zielke _____________________________ Name: William Zielke Title: Acting Chief Financial Officer