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
CLIFF ROCK RESOURCES CORP.
(Exact name of Registrant as specified in its charter)
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NEVADA | 98-0459440 |
(State of incorporation | (I.R.S. Employer Identification) |
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206 – 595 Howe Street | |
Vancouver, B.C. Canada | V6C 2T56 |
(Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on
to be so registered
which 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: 333-131081
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value of $0.001
(Title of class)
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Item 1.
Description of Registrant’s Securities to be Registered.
The description of the securities contained in Registrant’s Registration Statement on Form SB-2, as amended, filed with the commission (File No. 333-131081) is incorporated by reference into this registration statement.
Item 2.
Exhibits
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Exhibit | |
Number | Description |
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3.1 | Articles of Incorporation (1) |
3.2 | Bylaws (1) |
5.1 | Opinion of Conrad C. Lysiak, Attorney, with consent to use (1) |
10.1 | Property Acquisition Agreement dated February 4, 2005 between the Company and Lawrence Stephenson (1) |
23.1 | Consent of Manning Elliott, Chartered Accountants (1) |
23.2 | Consent of William Timmins, P.Eng., Consulting Geologist (1) |
23.3 | Consent of Manning Elliott, Chartered Accountants (1) |
23.4 | Consent of William Timmins, P.Eng., Consulting Geologist (1) |
23.5 | Consent of Manning Elliott, Chartered Accountants (1) |
23.6 | Consent of Manning Elliott, Chartered Accountants (1) |
(1) Incorporated herein by reference to the exhibits of the same number in Registrant’s Registration Statement on Form SB-2, as amended.
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.
DATED: June 30, 2006
CLIFF ROCK RESOURCES CORP.
Registrant
By: /s/ “Geoffrey Hamilton”_________
Geoffrey Hamilton, President
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