U.S. 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
TONGXIN INTERNATIONAL LTD
______________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
British Virgin Islands 98-0577539
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
199 Pierce Street Suite 202
Birmingham, Michigan 48009
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(Address of Principal Executive (Zip Code)
Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and
effective pursuant to General is effective pursuant to
Instruction A(c), please check General Instruction A(d),
the following box. [x] please check the following
box. [ ]
Securities Act registration statement
file number to which this form relates: 333-147086-01
___________________________
(If applicable)
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
____________________________________ ______________________________
Ordinary Shares, $.001 par value The Nasdaq Stock Market LLC
Ordinary Shares Purchase Warrants The Nasdaq Stock Market LLC
Units
(Consisting one ordinary share and The Nasdaq Stock Market LLC
one purchase warrant)
Securities to be registered pursuant to Section 12(g) of the Act:
_______________________________________________________________________
_______________________________________________________________________
(Title of Class)
_______________________________________________________________________
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information required by this item is contained under the heading
"Description of the Combined Company's Securities Following the Equity
Acquisition" in the registration statement on Form S-4, at page 140
(File No. 333-127755). This information is incorporated herein by
reference.
Item 2. Index to Exhibits
* 1.1 Clarification Agreement (Unit Purchase Option), as amended,
granted to Representative
* 3.2 Memorandum of Association
* 3.4 Articles of Association
* 4.3 Specimen Ordinary Share Certificate
* 4.4 Specimen Warrant Certificate
* 4.5 Specimen Unit Certificate
**4.5 Warrant Agreeement between Continental Stock Transfer and Trust
Company and the Registrant
* Incorporated by reference from Registration Statement on Form S-4,
as amended (File No.333-147086-01), which was initially filed with
the Securities and Exchange Commission on November 1, 2007.
** Incorporated by reference from Registration Statement on Form S-1,
as amended (File No.333-127755), which was initially filed with
the Securities and Exchange Commission on August 22, 2005.
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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.
TONGXIN INTERNATIONAL LIMITED
Date: July 11, 2008 By:/s/ Rudy Wilson
_____________________________
Name: Rudy Wilson
Title: Chairman of the Board
and Chief Executive Officer
/s/ William Zielke
_____________________________
Name: William Zielke
Title: Acting Chief Financial Officer