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

IGUANA VENTURES LTD.
(Exact name of registrant as specified in its charter) 

Nevada                                     98-0376008
------                                     ----------
(State of incorporation                    (I.R.S. Employer
or  organization)                          Identification No.)


Suite 1400, 1500 West Georgia  St.
Vancouver, British Columbia                V6G  2Z6
-----------------------------              --------
(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 of 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:
333-101575(if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value of $0.05
(Title of class)

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Item 1. Description of Registrant's Securities to be Registered.

The description of securities contained in Registrant's Registration Statement on Form SB-2, as amended, filed with the commission (File No. 333-101575) is incorporated by reference into this registration statement.

Item 2. Exhibits 

Exhibit
Number   Description
--------------------------------------------------------------------------------
3.1      Articles  of  Incorporation  (1)

3.2 Amended By-Laws (1)
5.1 Opinion of Cane O'Neill Taylor, LLC, with consent to use (1)
10.1 Bill of Sale (1)
23.1 Consent of Morgan & Company, Chartered Accountants (1)
23.2 Consent of W.G. Timmins, Consulting Geologist (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.

DATE: May 28, 2003

IGUANA VENTURES LTD.
Registrant 

By:  /s/ Michael  Young
     ______________________________________
     Michael  Young,  President

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