As filed with the Securities and Exchange Commission on October 10, 2006
                                               Registration Number: 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           XINYINHAI TECHNOLOGY, LTD.
                ------------------------------------------------
               (Exact name of Registrant as specified in Charter)

                 Utah                                87-0427336
      ------------------------            ----------------------------
      (State of Incorporation)            (I.R.S. Employer I.D. Number)

                41-40 Union Street, Suite 6J, Flushing, NY 11355
                ------------------------------------------------
                    (Address of Principal Executive Offices)

                           2006 EQUITY INCENTIVE PLAN
                           --------------------------
                              (Full Title of Plan)

                                   Ming Liu
                           Xinyinhai Technology, Ltd.
                         41-40 Union Street, Suite 6J
                              Flushing, NY 11355
                                (718) 359-2682
            -------------------------------------------------------
           (Name, Address and Telephone Number of Agent for Service)

                                   Copy to:
                              ROBERT BRANTL, ESQ.
                               52 Mulligan Lane
                              Irvington, NY 10533
                                (914) 683-3026

                        CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed
Title of                             Maximum       Maximum
Securities                           Offering      Aggregate    Amount of
to be              Amount to         Price per     Offering     Registration
Registered         be Registered(1)  Share (2)     Price (2)    Fee
------------------------------------------------------------------------------
common Stock,    6,000,000 shares   $  1.40       $ 8,400,000   $  898.80
$.001 par value

(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.
(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying 6,000,000
    shares by $1.40, the closing price for the Common Stock reported on the
    OTC Bulletin Board as of October 6, 2006.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         Xinyinhai Technology Ltd. is incorporating by reference the
following documents previously filed with the Securities and Exchange
Commission:

         (a) Xinyinhai's Current Report on Form 8-K dated June 29, 2006;

         (b) Xinyinhai's Quarterly Report on Form 10-QSB for the
             quarter ended June 30, 2006;

         (c) Xinyinhai's Current Report on Form 8-K dated August 16
             2006; and

         (d) the description of Xinyinhai's Common Stock contained in
             Amendment No. 1 to its Registration Statement on Form 10SB
             (No. 000-51012) that was filed on December 15, 2004.

         Xinyinhai is also incorporating by reference all documents
hereafter filed by Xinyinhai pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered  have
been sold or which deregisters all securities then remaining unsold.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Robert Brantl, Esq., counsel to Xinyinhai, has passed upon the
validity of the shares registered pursuant to this Registration Statement.
Mr. Brantl holds no interest in the securities of Xinyinhai Technology, Ltd.


<PAGE>


Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Articles of Incorporation of Xinyinhai Technology Ltd. provide
that Xinyinhai will indemnify its directors and officers to the fullest extent
possible in accordance with applicable Utah law.

         Sections 902 and 907 of the Utah Revised Business Corporation Act
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation who is made a party to a proceeding because
he is or was a director, officer, employee or agent of the corporation if his
conduct was in good faith, he reasonably believed his conduct to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful, and except that a corporation may not indemnify a person in connection
with a proceeding in which the person is adjudged liable to the corporation or
in connection with a proceeding in which the person is adjudged liable on the
basis that he derived an improper personal benefit.

         Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to our directors, officers or controlling persons pursuant
to the foregoing provision or otherwise, we have been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

4.1      2006 Equity Incentive Plan

5        Opinion of Robert Brantl, Esq.

23.1     Consent of Zhong Yi (Hong Kong) C.P.A. Company Limited

23.2     Consent of Robert Brantl, Esq. is contained in his opinion, filed as
         Exhibit 5.

Item 9.  Undertakings.
         ------------

         Xinyinhai Technology Ltd. undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;


<PAGE>

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Xinyinhai pursuant to the provisions of the Utah Revised Business Corporation
Act or otherwise, Xinyinhai has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Xinyinhai of expenses incurred or paid by a director, officer or
controlling person of Xinyinhai in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, Xinyinhai will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933, Xinyinhai
Technology, Ltd. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harbin, Province of Heilongjiang,
People's Republic of China on the 10th day of October, 2006.

                                        XINYINHAI TECHNOLOGY, LTD.

                                        By: /s/ Tian Ling
                                            ----------------------------------
                                            Tian Ling, Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons
in the capacities indicated on October 10, 2006.

/s/ Tian Ling
------------------------
Tian Ling, Director,
Chief Executive Officer

/s/ Du Song
--------------------------------------
Du Song, Director,
Chief Financial and Accounting Officer

/s/ Xie Guihong
----------------------
Xie Guihong, Director

/s/ Lao Chengxu
----------------------
Lao Chengxu, Director
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As filed with the Securities and Exchange Commission on October 10, 2006
                                               Registration Number: 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           XINYINHAI TECHNOLOGY, LTD.
                ------------------------------------------------
               (Exact name of Registrant as specified in Charter)

                 Utah                                87-0427336
      ------------------------            ----------------------------
      (State of Incorporation)            (I.R.S. Employer I.D. Number)

                41-40 Union Street, Suite 6J, Flushing, NY 11355
                ------------------------------------------------
                    (Address of Principal Executive Offices)

                           2006 EQUITY INCENTIVE PLAN
                           --------------------------
                              (Full Title of Plan)

                                   Ming Liu
                           Xinyinhai Technology, Ltd.
                         41-40 Union Street, Suite 6J
                              Flushing, NY 11355
                                (718) 359-2682
            -------------------------------------------------------
           (Name, Address and Telephone Number of Agent for Service)

                                   Copy to:
                              ROBERT BRANTL, ESQ.
                               52 Mulligan Lane
                              Irvington, NY 10533
                                (914) 683-3026

                        CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed
Title of                             Maximum       Maximum
Securities                           Offering      Aggregate    Amount of
to be              Amount to         Price per     Offering     Registration
Registered         be Registered(1)  Share (2)     Price (2)    Fee
------------------------------------------------------------------------------
common Stock,    6,000,000 shares   $  1.40       $ 8,400,000   $  898.80
$.001 par value

(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.
(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying 6,000,000
    shares by $1.40, the closing price for the Common Stock reported on the
    OTC Bulletin Board as of October 6, 2006.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         Xinyinhai Technology Ltd. is incorporating by reference the
following documents previously filed with the Securities and Exchange
Commission:

         (a) Xinyinhai's Current Report on Form 8-K dated June 29, 2006;

         (b) Xinyinhai's Quarterly Report on Form 10-QSB for the
             quarter ended June 30, 2006;

         (c) Xinyinhai's Current Report on Form 8-K dated August 16
             2006; and

         (d) the description of Xinyinhai's Common Stock contained in
             Amendment No. 1 to its Registration Statement on Form 10SB
             (No. 000-51012) that was filed on December 15, 2004.

         Xinyinhai is also incorporating by reference all documents
hereafter filed by Xinyinhai pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered  have
been sold or which deregisters all securities then remaining unsold.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Robert Brantl, Esq., counsel to Xinyinhai, has passed upon the
validity of the shares registered pursuant to this Registration Statement.
Mr. Brantl holds no interest in the securities of Xinyinhai Technology, Ltd.
Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Articles of Incorporation of Xinyinhai Technology Ltd. provide
that Xinyinhai will indemnify its directors and officers to the fullest extent
possible in accordance with applicable Utah law.

         Sections 902 and 907 of the Utah Revised Business Corporation Act
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation who is made a party to a proceeding because
he is or was a director, officer, employee or agent of the corporation if his
conduct was in good faith, he reasonably believed his conduct to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful, and except that a corporation may not indemnify a person in connection
with a proceeding in which the person is adjudged liable to the corporation or
in connection with a proceeding in which the person is adjudged liable on the
basis that he derived an improper personal benefit.

         Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to our directors, officers or controlling persons pursuant
to the foregoing provision or otherwise, we have been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

4.1      2006 Equity Incentive Plan

5        Opinion of Robert Brantl, Esq.

23.1     Consent of Zhong Yi (Hong Kong) C.P.A. Company Limited

23.2     Consent of Robert Brantl, Esq. is contained in his opinion, filed as
         Exhibit 5.

Item 9.  Undertakings.
         ------------

         Xinyinhai Technology Ltd. undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Xinyinhai pursuant to the provisions of the Utah Revised Business Corporation
Act or otherwise, Xinyinhai has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Xinyinhai of expenses incurred or paid by a director, officer or
controlling person of Xinyinhai in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, Xinyinhai will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933, Xinyinhai
Technology, Ltd. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harbin, Province of Heilongjiang,
People's Republic of China on the 10th day of October, 2006.

                                        XINYINHAI TECHNOLOGY, LTD.

                                        By: /s/ Tian Ling
                                            ----------------------------------
                                            Tian Ling, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons
in the capacities indicated on October 10, 2006.

/s/ Tian Ling
------------------------
Tian Ling, Director,
Chief Executive Officer

/s/ Du Song
--------------------------------------
Du Song, Director,
Chief Financial and Accounting Officer

/s/ Xie Guihong
----------------------
Xie Guihong, Director

/s/ Lao Chengxu
----------------------
Lao Chengxu, Director