As filed with the Securities and Exchange Commission on April 7, 2008
Registration Number: 333-137516
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
(Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XINYINHAI TECHNOLOGY, LTD.
(Exact name of Registrant as specified in Charter)
Utah 87-0427336________
(State of Incorporation) (I.R.S. Employer I.D. Number)
No. 16 Dalian Road, Centralized Park Haping Road, Harbin Development Zone, China
150060
(Address of Principal Executive Offices)
2006 STOCK AND STOCK OPTION PLAN
(Full Title of Plan)
Tian Ling
Xinyinhai Technology, Ltd.
No. 16 Dalian Road
Centralized Park Haping Road
Harbin Development Zone, China 150060
86-451-868-11118
(Name, Address and Telephone Number of Agent for Service)
Copy to:
ROBERT BRANTL, ESQ.
52 Mulligan Lane
Irvington, NY 10533
(914) 683-3026
On September 30, 2006 the offering of shares pursuant to this Registration Statement was terminated. All of the shares registered in this Registration Statement were issued.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Xinyinhai Technology, Ltd. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harbin, Province of Heilongjiang, People’s Republic of China on the 7th day of April, 2008.
XINYINHAI TECHNOLOGY, LTD.
By:/s/ Tian Ling
Tian Ling, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on April 7, 2008.
/s/ Tian Ling __________
Tian Ling, Director,
Chief Executive Officer
/s/ Du Song____________
Du Song, Director,
Chief Financial and Accounting Officer
/s/ Xie Guihong________
Xie Guihong, Director
/s/ Lao Chengxu_______
Lao Chengxu, Director