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

LUCY’S CAFÉ, INC.

(Exact name of registrant as specified in its charter)

Nevada                                                          88-0476779

(State of incorporation or organization)                   (I.R.S. Employer Identification No.)

2050 Russett Way, Carson City, NV                          89703

   (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 on 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:  33-8067-NY (if applicable)

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

Common Stock, $.001 par value

(Title of class)

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant’s Securities to be Registered.

Common Stock

We are authorized to issue up to 50,000,000 shares of common stock with a par value of $0.001.  As of the date of this prospectus, there are 13,010,000 shares of common stock issued and outstanding.

The holders of common stock are entitled to one vote per share on each matter submitted to a vote of stockholders.  In the event of liquidation, holders of common stock are entitled to share ratably in the distribution of assets remaining after payment of liabilities, if any.  Holders of common stock have no cumulative voting rights, and, accordingly, the holders of a majority of the outstanding shares have the ability to elect all of the directors.  Holders of common stock have no preemptive or other rights to subscribe for shares.  Holders of common stock are entitled to such dividends as may be declared by the board of directors out of funds legally available therefore.  The outstanding common stock is, and the common stock to be outstanding upon completion of this offering will be, validly issued, fully paid and non-assessable.

We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business.  We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Item 2. Exhibits.

Exhibit #

Title

Location

3(i)

Articles of Incorporation

*

3(ii)

By Laws

*

* Expressly incorporated by reference the Articles of Incorporation and By Laws set forth in Form SB-2, filed with the Securities and Exchange Commission on May 15, 2002.  

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.

LUCY’S CAFÉ, INC.

/s/ Samaya Ryon

Date:  June 27, 2005

By:  

Samaya Ryon

President

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