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) 1

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 2