UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A12G
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Surfect Holdings, Inc. | |||
(Exact name of registrant as specified in its charter) | |||
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Delaware |
| 88-0513176 | |
(State of incorporation or organization) |
| (I.R.S. Employer Identification No.) | |
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1800 West Broadway Road Tempe, Arizona 85282 | |||
(Address of principal executive offices) (Zip Code) | |||
Securities to be registered to Section 12(b) of the Act: |
Title of each class |
| Name of each exchange on which |
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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. [ ] |
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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 ] |
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Securities Act registration statement file number to which this form relates: 333-148858 |
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Securities to be registered pursuant to Section 12(g) of the Act: |
Common Stock, par value $0.0001 per share |
(Title of class) |
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(Title of class) |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
Description of Registrant’s Securities to be Registered.
Surfect Holdings, Inc. hereby incorporates by reference herein the description of its common stock, par value $0.0001 per share appearing under the caption “Description of Securities” contained in the Registration Statement on Form S-1/A, as filed with the Securities and Exchange Commission on September 4, 2008 and as the same may be subsequently amended. Any form of prospectus that constitutes part of the Registration Statement and is subsequently filed by the registrant with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 shall be deemed incorporated by reference herein.
Item 2.
Exhibits.
The registrant hereby incorporates by reference herein the following exhibits to the registrant’s Registration Statement on Form S-1/A and subsequent exhibits contained in later amendments to Form S-1/A.
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Exhibit |
| Description |
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3.1 |
| Certificate of Incorporation, dated September 11, 2006 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 18, 2006 (“September 18, 2006 8-K”)) |
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3.2 |
| Certificate of Amendment, dated September 28, 2006 (incorporated herein by reference to Exhibit 3.1 to the October 3, 2006 8-K ) |
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3.3 |
| Certificate of Amendment, dated December 11, 2007 (incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K dated December 14, 2007) |
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3.4 |
| By-laws (incorporated by reference to Exhibit 3.2 to the September 18, 2006 8-K) |
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.
| Surfect Holdings, Inc. | |
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Date: September 18, 2008 | By: | /s/ Steven Anderson |
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| Name: Steven Anderson |
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| Title: Chief Executive Officer |
