As filed with the Securities and Exchange Commission on April 27 th , 2011

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
 
NeXt Innovation Corp.
(Exact name of registrant as specified in its charter)
 
Maryland
27-4443543
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
 
2965 Woodside Road
Woodside, CA 94062
94062
(Address of principal executive offices)
(Zip Code)
 
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. x

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. ¨

Securities Act registration statement file number to which this form relates: 333-171578

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

Title of each class
to be so registered
Name of each exchange on
which each class is to be registered
   
Common Stock, par value $0.01 per share 
The NASDAQ Stock Market LLC
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of class)
 
 
 
 
 
INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
Item 1.
Description of the Registrant's Securities to be Registered
 
The securities to be registered hereby are shares of common stock, par value $0.01 per share, of NeXt Innovation Corp. (the “Company”).  The description of the shares of common stock contained in the section entitled “Description of Securities” in the Prospectus included in the Company’s Registration Statement on Form N-2 (File No. 333-171578), filed with the Securities and Exchange Commission on March 30, 2011, (as amended from time to time, the “Registration Statement”), is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2. 
Exhibits
 
3.1
Articles of Amendment and Restatement of NeXt Innovation Corp.*

3.2
By-Laws of NeXt Innovation Corp.*

4.1
Specimen Common Stock Certificate*

*
Incorporated by reference to Amendment No. 2 of the Company’s Registration Statement on Form N-2 (File No. 333-171578), filed on March 30, 2011.
 
 
 
 
SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
Date: 
April 27, 2011
 
 
NEXT INNOVATION CORP.
       
 
By:
/s/ Michael T. Moe
    Name: Michael T. Moe
   
Title:
Chief Executive Officer, President and Chairman of the Board of Directors