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 (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

GOLDRANGE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

20-3219714

(State of incorporation or organization)

(I.R.S. Employer Identification No.)

 

114 West Magnolia Street, Suite 400-136, Bellingham, WA

98225

(Address of principal executive offices)

(Zip Code)

 

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

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: 333-128165 (if applicable)

 

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

Common Stock, $0.001 par value

(Title of Class)

 

Item 1.

Description of Registrant's Securities to be Registered.

 

The description of the Registrant's securities contained in the Registrant's Registration Statement on Form SB-2, as amended, filed with the commission under File No. 333-128165, is incorporated by reference into this registration statement.

 

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Item 2.

Exhibits.

The following Exhibits are filed with this Prospectus:

Exhibit

Description

3.1

Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on September 8, 2005).

3.2

Bylaws (incorporated by reference from our Registration Statement on Form SB-2, filed on September 8, 2005).

4.1

Form of Share Certificate (incorporated by reference from our Registration Statement on Form SB-2, filed on September 8, 2005).

4.2

Form of Warrant Certificate (1 year at $0.10) (incorporated by reference from our Registration Statement on Form SB-2/A, filed on February 9, 2006).

4.3

Form of Warrant Certificate (2 years at $0.20) (incorporated by reference from our Registration Statement on Form SB-2/A, filed on February 9, 2006).

10.1

Form of Subscription Agreement with Steve Bajic and John Hiner (incorporated by reference from our Registration Statement on Form SB-2, filed on September 8, 2005).

10.2

Form of Subscription Agreement with the following investors (incorporated by reference from our Registration Statement on Form SB-2, filed on September 8, 2005):

 

Axxia Management & Consulting Ltd.

Rick Chehil

 

538796 BC Ltd.

Carla Dahlen

 

Violette Baillargeon

Michelle DeLeon

 

Ante Bajic, Jr.

Tim Fernback

 

Ante Bajic, Sr.

Chris Gervais

 

Jennifer Bajic

James T. Gillis

 

Kata Bajic

Marni Gillis

 

Marija Bajic

Bill Hubbard

 

Marko Bajic

Jaishrey Kartha

 

Martin Bajic

Daniel Matwick

 

Mira Bajic

Dan McFarland

 

Mirko Bajic

Rozana McFarland

 

Tom Bajic

Paul Proznick

 

Arthur Baran

Laura Robinson

 

Bruno Barde

Denny Roman

 

Johnny Bevacqua

Mark Suyama

 

Marija Buljan

Elizabeth Torry

 

Mark Burchak

Brigita Traversa

 

Tigera Caignon

Joe Traversa

 

Alan Charlton

Laurence Waidmann

10.3

Letter Agreement dated February 15, 2005 with Navasota Resources Ltd. (incorporated by reference from our Registration Statement on Form SB-2, filed on September 8, 2005).

 

 

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10.4

Lease Agreement dated March 31, 2005 (incorporated by reference from our Registration Statement on Form SB-2/A, filed on February 9, 2006).

10.5

Written Description of Verbal Employment Agreement for Mr. Steve Bajic (incorporated by reference from our Registration Statement on Form SB-2/A, filed on February 9, 2006).

10.6

Amended Letter Agreement dated February 14, 2006 with Navasota Resources Ltd. (incorporated by reference from our Annual Report on Form 10-KSB filed on July 3, 2006)

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

GOLDRANGE RESOURCES, INC.

 

By:

/s/ Steve Bajic                                                                               

Steve Bajic, President, Secretary, Treasurer and Director

Date: November 14, 2006

 

 

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