UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) August 12, 2013
 
NORTHERN MINERALS & EXPLORATION LTD.
(Exact name of registrant as specified in its charter)
 
Nevada
333-146934
N/A
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     
736 Bay Street, Suite 1205, Toronto, Ontario, Canada
M5G 2M4
(Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code (416) 619-0611
 
PUNCHLINE RESOURCES LTD.
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws
Item 8.01
Other Items
 
On July 12, 2013, our board of directors and a majority of our shareholders approved a change of name of our corporation from Punchline Resources Ltd. to Northern Minerals & Exploration Ltd.
 
In addition to the name change, our board of directors and a majority of our shareholders approved a 10 old for one (1) new reverse stock split of our issued and outstanding shares of common stock.  Upon effect of the reverse stock split, our issued and outstanding shares of common stock will be decreased from 50,444,842 to 5,044,484 shares of common stock, with a par value of $0.001.
 
A Certificate of Amendment to effect the change of name and reverse stock split were filed with the Nevada Secretary of State on July 29, 2013, with an effective date of August 12, 2013.
 
These amendments have been reviewed by the Financial Industry Regulatory Authority (“FINRA”) and have been approved for filing with an effective date of August 13, 2013.
 
The reverse split and name change will become effective with the Over-the-Counter Bulletin Board at the opening of trading on August 13, 2013 under the symbol “PUNLD”.  The "D" will be placed on our ticker symbol for 20 business days.    Our new CUSIP number is 665416 103.
 
Item 9.01
Financial Statements and Exhibits
3.1
Certificate of Amendment

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHERN MINERALS & EXPLORATION LTD.
 
/s/ Ramzan Savji                                                             
Ramzan Savji
President and Director
 
Date:
August 12, 2013

 
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: www.nvsos.gov

 
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
Filed in the office of
/s/  Ross Miller
Ross Miller
Secretary of State
State of Nevada
Document Number
20130495954-92
Filing Date and Time
07/29/2013  10:36 AM
Entity Number
E0923292006-9
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
Pursuant to NRS 78.385 and 78.390 - (After issuance of Stock)
 
1. Name of the corporation:
PUNCHLINE RESOURCES LTD.
 
2. The articles have been amended as follows (provide article number if available):
Article 1 be amended to state: The name of the Corporation is Northern Minerals & Exploration Ltd.
 
 
 
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series , or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:   59.47%
 
4. Effective date of filing (optional):  August 12, 2013
 
  5. Officer signature (required):   
 
*if any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
 
IMPORTANT : Failure to include any of the above information and submit the proper fees ay cause this filing to be rejected.
 
This form must be accompanied by appropriate fees.