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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ADVANCED CELLULAR, INC. (Exact name of registrant as specified in its charter) Nevada 42-1771506 (State of incorporation (I.R.S. Employer or organization) Identification No.) 5348 Vegas Drive, Las Vegas, NV 89108 (Address of principal executive officers) (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 registered each class is to be registered - ---------------- ------------------------------ None 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 Instructions A.(d), check the following box [X] Securities Act registration statement file number to which this form relates: 333-169085 Securities to be registered pursuant to Section 12(g) of the Act: Common stock with a par value of $0.0001 per share INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED A description of the Registrant's Common Stock is set forth under the caption "Description of Securities" contained in the prospectus included in the Company's Registration Statement on Form S-1/A (File No. 333-169085) as originally filed with the Securities and Exchange Commission on December 3, 2010 (the "Registration Statement"), and in the prospectus included in the Registration Statement, is hereby incorporated by reference in response to this item. ITEM 2. EXHIBITS 3.1 Articles of Incorporation (incorporated by reference from Advanced Cellular, Inc Registration Statement on Form S-1 filed on August 27, 2010, Registration No. 333-169085) 3.2 By-laws (incorporated by reference from Advanced Cellular, Inc Registration Statement on Form S-1 filed on August 27, 2010, Registration No. 333-169085) 99.1 Form of Subscription Agreement (incorporated by reference from Advanced Cellular, Inc Registration Statement on Form S-1 filed on August 27, 2010, Registration No. 333-169085) SIGNATURE Pursuant to the requirements of Section 12 of the Securities Act of 1934, the registrant has duly caused this registration statement on its behalf by the undersigned, thereto duly authorized. ADVANCED CELLULAR, INC. By: /s/ Nir Eliyahu ------------------------------------- Nir Eliyahu President, Chief Executive Officer, Chief Financial Officer, and Director December 14, 2010 2 EXHIBIT INDEX 3.1 Articles of Incorporation (incorporated by reference from Advanced Cellular, Inc Registration Statement on Form S-1 filed on August 27, 2010, Registration No. 333-169085) 3.2 By-laws (incorporated by reference from Advanced Cellular, Inc Registration Statement on Form S-1 filed on August 27, 2010, Registration No. 333-169085) 99.1 Form of Subscription Agreement (incorporated by reference from Advanced Cellular, Inc Registration Statement on Form S-1 filed on August 27, 2010, Registration No. 333-169085)