PLSI Phoenix Life Sciences International Ltd (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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

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

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) or (e), 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) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

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

Common Stock Par value $0.01 per share

The description of the Common Stock of the Company is set forth under the caption “Description of Securities in the Company’s Registration Statement on Form S-1/A (File No. 333-167275) initially filed with the U.S. Securities and Exchange Commission (the “Commission” on September 3, 2010, and in the prospectus included in the Registration Statement, is hereby incorporated by reference in response to this item.

Articles of Incorporation and Corporate Bylaws, as included in the Company’s Registration Statement on Form S-1/A (File No. 333-167275 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 3, 2010, and are incorporated by reference in response to this item.

SIGNATURE

Pursuant to the requirements of Section l2 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.