Ascendia Brands, Inc. – ‘8-A12B’ on 5/18/04

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  2     11K 

Document Table of Contents

8-A12B
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________________________________________________________________________________

 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

________________________________________________________________________________

CENUCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                                75-2228820
(STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER   
INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

6421 CONGRESS AVE., SUITE 201, BOCA RATON, FLORIDA          33487             
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)             (ZIP CODE)     

________________________________________________________________________________

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. |X|                                 

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. |_|                                 

 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
----------------------------------------        ------------------------------
Common Stock, par value $0.001 per share           American Stock Exchange    

 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

 NONE.

________________________________________________________________________________

8-A12B
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.               

This statement relates to the registration of the shares of common stock, par   
value $0.001 per share (the "Common Stock"), of Cenuco, Inc., a Delaware        
corporation (the "Company"), on the American Stock Exchange ("AMEX"). Such      
shares are presently registered on the NASD OTC Bulletin Board ("OTCBB"). Upon  
the commencement of trading of the Common Stock on the AMEX, the Company intends
to withdraw its registration of the Common Stock on the OTCBB. The Company's    
Common Stock will be quoted on the AMEX under the symbol "ICU."                 

Our authorized capital stock consists of 25,000,000 shares of common stock, par 
value $.001 per share, and 1,000,000 shares of preferred stock, par value $.001 
per share. As of the date of this Form 8-A, 11,940,271 shares of common stock   
and no shares of preferred stock are outstanding.                               

Common Stock                                                                    

       Each share of our common stock entitles the holder to one vote on all
matters submitted to a vote of the stockholders. The holders of common stock are
entitled to receive dividends, when, as and if declared by the Board of         
Directors, in its discretion, from funds legally available therefore. We do not 
currently intend to declare or pay cash dividends in the foreseeable future, but
rather intend to retain any future earnings to finance the expansion of our     
businesses. If we liquidate or dissolve, the holders of our common stock are    
entitled to share ratably in our assets, if any, legally available for          
distribution to stockholders after the payment of all of our debts and          
liabilities and payment of the liquidation preference of any outstanding shares 
of preferred stock.                                                             

Our common stock has no preemptive rights and no subscription,
redemption or conversion privileges. Our common stock does not have cumulative  
voting rights, which means that the holders of a majority of the outstanding    
shares of our common stock voting for the election of directors can elect all   
members of the Board of Directors. A majority vote is also sufficient for other 
actions that require the vote or concurrence of stockholders.                   

Preferred Stock                                                                 

   Our Board of Directors has the authority to issue up to 1,000,000
shares of preferred stock in one or more series. The Board of Directors can     
determine the number of shares in each series, as well as the voting and other  
rights of the series, including the dividend rights and dividend rate, terms of 
redemption, conversion rights and liquidation preferences. The Board of         
Directors has the authority to determine these rights without any further vote  
or action by the stockholders. As of the date of this Prospectus, no shares of  
our preferred stock have been issued.                                           

ITEM  2. EXHIBITS                                                               

None.                                                         
 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.                         

            Cenuco, Inc.

                         By: /s/  Steven Bettinger
                               -----------------------
Date: May 18, 2004                    Steven Bettinger              
                               Chief Executive Officer

Dates Referenced Herein

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This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		5/18/04		2					None on these Dates
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