As
filed
with the Securities and Exchange Commission on October 18, 2005.
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
(Exact
Name of Registrant as Specified in Its Charter)
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British
Virgin Islands
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N/A
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(State
of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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625
Broadway, Suite 1111
San
Diego, California
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92101
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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), please check the following box.
o
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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), please check the following box.
x
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Securities
Act registration statement file number to which this form
relates:
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(If
applicable)
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Securities
to be registered pursuant to Section 12(b) of the
Act:
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Title
of Each Class
to
be Registered
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Name
of Each Exchange on Which
Each
Class is to be Registered
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Securities
to be registered pursuant to Section 12(g) of the Act:
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Units
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(Title
of Class)
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Common
Stock, $.0001 par value
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(Title
of Class)
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Common
Stock Purchase Warrants
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(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
Securities” in the registration statement on Form S-4, at pages 148-150 (File
No. 333-124709). This information is incorporated herein by
reference.
Item
2.
Index
to Exhibits.
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*3.1
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Memorandum
of Association
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*3.2
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Articles
of Association
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*4.1
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Specimen
Unit Certificate
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*4.2
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Specimen
Common Stock Certificate
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*4.3
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Specimen
Warrant Certificate
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**4.4
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Form
of Unit Purchase Option granted to Representative
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**4.5
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Form
of Warrant Agreement between Continental Stock Transfer and Trust
Company
and the Registrant
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*
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Incorporated
by reference from Registration Statement on Form S-4, as amended
(File No.
333-124709), which was initially filed with the Securities and
Exchange
Commission on May 6, 2005.
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**
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Incorporated
by reference from Registration Statement on Form S-1, as amended
(File No.
333-111970), which was initially filed with the Securities and
exchange
Commission on January 16, 2004.
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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.
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ORIGIN
AGRITECH LIMITED
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Date:
October 18, 2005
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By:
/s/
Kerry Propper
Kerry
Propper
President
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