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 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

ETWINE HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	20-3191847
(State of Incorporation)	(I.R.S. Employer Identification No.)

366 North Broadway, Suite 41042, Jericho, NY	11753
(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 of which

each class is to be registered

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. o

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: No. 333-132401

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

COMMON STOCK, PAR VALUE OF $0.001

(Title of Class)

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

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 SB-2 (File No. 333-132401) as filed with the Securities and Exchange Commission on March 14, 2006, as amended (the “Registration Statement”), and in the prospectus included in the Registration Statement, is hereby incorporated by reference in response to this item.

Item 2. Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation (1)
3.2	By-Laws (1)
4.1	Specimen Stock Certificate (1)
10.1	Stock Purchase Agreement and Share Exchange (2)
10.2	Promissory Note (2)
10.3	Private Placement Memorandum and Subscription Agreement (3)

(1) Incorporated herein by reference from the Registrant’s Form SB-2 Registration Statement filed with the Securities and Exchange Commission (SEC File No. 333-132401) on March 14, 2006. Such exhibits are incorporated by reference pursuant to Rule 12b-32.

(2) Incorporated herein by reference from the Registrant’s Amendment No. 1 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission (SEC File No. 333-132401) on May 12, 2006. Such exhibits are incorporated by reference pursuant to Rule 12b-32.

(3) Incorporated herein by reference from the Registrant’s Amendment No. 3 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission (SEC File No. 333-132401) on June 28, 2006. Such exhibits are incorporated by reference pursuant to Rule 12b-32.

SIGNATURES

In accordance with Section 12 of the Exchange Act of 1934, the Registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 10th day of August 2006.

ETWINE HOLDINGS, INC.

By:	/s/ Clifford Lerner
	Clifford Lerner
	President, Chief Executive Officer