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
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLDEN CENTURY TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 98-0466250 |
| State or jurisdiction of | (I.R.S. Employer |
| incorporation or organization | Identification No.) |
| | |
| 1027 Pandora Avenue, Victoria, BC Canada | V8V 3P6 |
| (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 which |
| to be so registered | 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: 333-139620 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
(Title of Class)
| Item 1. | Description of Registrant's Securities to be Registered. |
The description of the Registrant's securities contained in the Registrant's Registration Statement on Form SB-2, filed with the commission under File No. 333-139620, is incorporated by reference into this registration statement.
The following exhibits are filed with and/or are incorporated by reference into this registration statement:
| Exhibit | |
| Number | Description |
| | |
| 3.1(1) | Certificate of Incorporation |
| | |
| 3.2(1) | Bylaws |
| | |
| 5.1(1) | Opinion of Clark Wilson LLP regarding the legality of the securities being registered |
| | |
| 10.1(1) | Consulting Agreement dated August 1, 2005 between Golden Century Technologies Corporation and Mr. Moyou Yu |
| | |
| 10.2(1) | Consulting Agreement dated August 1, 2005 between Golden Century Technologies Corporation and Ms. Li Yang |
| | |
| 10.3(1) | Production Agreement dated October 31, 2005 between Golden Century Technologies Corporation and Colo-Majic Liners, Inc. |
| | |
| 10.4(1) | Amendment Consulting Agreement dated August 1, 2006 between Golden Century Technologies Corporation and Mr. Moyou Yu |
| | |
| 10.5(1) | Amendment Consulting Agreement dated August 1, 2006 between Golden Century Technologies Corporation and Ms. Li Yang |
| | |
| 10.6(1) | Licensing Agreement dated September 28, 2006 between Golden Century Technologies Corporation and Colo-Majic Liners, Inc. |
| Exhibit | |
| Number | Description |
| | |
| 10.7(1) | Form of Subscription Agreement between Golden Century Technologies Corporation and each of the following persons |
| | | Number of Common |
| | | Shares Purchased at |
| | Name | $0.05 per Share |
| | Li Yang | 120,000 |
| | Zhimei Yu | 75,000 |
| | Zengshi Lin | 2,000 |
| | Wei Mo | 2,000 |
| | Jinkang Wang | 2,000 |
| | Yunzhi Lu | 80,000 |
| | Xueming Yang | 2,000 |
| | Jiyong Yang | 2,000 |
| | He Yang | 2,000 |
| | Rui Miao | 2,000 |
| | Jing Lu | 2,000 |
| | Jia Lu | 2,000 |
| | Yunkun Lu | 2,000 |
| | Yunbin Lu | 2,000 |
| | Rulong Yang | 2,000 |
| | Yunying Lu | 2,000 |
| | Xizhong Miao | 2,000 |
| | Yunrong Lu | 2,000 |
| | Yue Chou | 2,000 |
| | Qiuluan Yu | 2,000 |
| | Guangwei Qu | 2,000 |
| | Quanhai Bai | 2,000 |
| | Ping Zhou | 2,000 |
| | Shuqiang Yu | 2,000 |
| | Jianshe Liu | 2,000 |
| | Zhengbo Yuan | 2,000 |
| | Yiwei Yang | 2,000 |
| | Song Jia | 2,000 |
| | Fengzhi Wang. | 2,000 |
| | Shuyuan Xu | 2,000 |
| | Kongyui Man | 2,000 |
| | Total | 333,000 |
| Exhibit | |
| Number | Description |
| | |
| 10.8(1) | Form of Subscription Agreement between Golden Century Technologies Corporation and each of the following persons |
| | | Number of Common Shares |
| | Name | Purchased at $0.01 per Share |
| | Li Yang | 500,000 |
| | Zhimei Yu | 500,000 |
| | Yunzhi Lu | 500,000 |
| | Xueming Yang | 500,000 |
| | Jiyong Yang | 500,000 |
| | Total | 2,500,000 |
| 23.1 | (1) Consent of Manning Elliott LLP, Chartered Accountants |
| | |
| 23.2 | (1) Consent of Clark Wilson LLP (included in Exhibit 5.1) |
(1) Incorporated by reference from our Registration Statement on Form SB-2 filed on December 22, 2006.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
GOLDEN CENTURY TECHNOLOGIES CORPORATION
Date: October 1, 2007
/s/ Hong Yang | |
| Hong Yang | |
| President, Treasurer and Director | |
