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): July 9,
2008
KERRISDALE
MINING CORPORATION
(Exact
name of registrant as specified in Charter)
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Nevada
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333-147698
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98-0557582
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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750
West Pender Street, Suite 804
Vancouver,
British Columbia, Canada V6C 2T7
(Address
of Principal Executive Offices)
(604)
682-2928
(Issuer
Telephone number)
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 (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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))
Cautionary
Note Regarding Forward Looking Statements
This Form
8-K and other reports filed by Kerrisdale Mining Corporation (the “Registrant”)
from time to time with the Securities and Exchange Commission (collectively the
“Filings”
) contain or
may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant’s management as
well as estimates and assumptions made by Registrant’s
management. When used in the filings the words
“anticipate”
,
“believe”
,
“estimate”
,
“expect”
,
“future”
,
“intend”
,
“plan”
or the negative of
these terms and similar expressions as they relate to Registrant or Registrant’s
management identify forward looking statements. Such statements
reflect the current view of Registrant with respect to future events and are
subject to risks, uncertainties, assumptions and other factors relating to
Registrant’s industry, Registrant’s operations and results of operations and any
businesses that may be acquired by Registrant. Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
Reference
is made to the disclosures set forth under Item 5.03 below of this Current
Report on Form 8-K (“Form 8-K”) and Exhibit 3.3 hereto regarding the amendment
of the Bylaws of Kerrisdale Mining Corporation (the “Bylaws”) approved by the
Registrant’s Board of Directors (the “Board”) on July 9, 2008 to allow for any
action required or permitted by the Registrant’s Articles of Incorporation, the
Bylaws, or laws of the State of Nevada to be taken at a meeting of the
shareholders, to instead be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by shareholders owning a
majority or the required number (if a different voting proportion is required
for such action) of the Registrant’s shares that are entitled to vote with
respect to such action, and which disclosure is incorporated herein by
reference.
Reference
is also made to the disclosures set forth under Item 5.03 below of this Form 8-K
and Exhibit 3.4 hereto regarding amendments to the Registrant’s Articles of
Incorporation that were jointly approved by all of the members of the Board and
the owners of a majority of the Registrant’s voting stock on July 10, 2008 to
change the Corporation’s authorized capital stock from 75,000,000 shares of
authorized capital stock, all of which are common stock, par value $0.001 per
share, to 510,000,000 shares of authorized capital stock, consisting of
500,000,000 shares of common stock, par value $0.001 per share, and 10,000,000
shares of “blank check” preferred stock, par value $0.001 per share, with the
right conferred upon the Board to set the designations, preferences,
limitations, privileges, qualifications, as well as dividend, conversion,
voting, liquidation and other special or relative rights, with respect to the
preferred stock as the Board shall determine and with no further authorization
by the Registrant’s shareholders required for the creation and issuance of the
preferred stock. Any preferred stock issued may have priority over
the common stock upon liquidation and might have priority rights as to
dividends, voting and other features and special or relative
rights. Accordingly, the issuance of preferred stock could decrease
the amount of earnings and assets allocable to or available for distribution to
holders of common stock and could also affect the rights and powers, including
voting rights, of the common stock. Further, the issuance of shares of
preferred stock could increase the number of shares necessary to acquire control
of the Board or to meet the voting requirements imposed by Nevada law with
respect to a merger or other business combination involving the
Registrant. However, our Board does not have any current plans to
take any action to issue shares of preferred stock and has no present intention
to use the preferred stock for anti-takeover purposes.
On July
9, 2008, the members of the Registrant’s Board, by unanimous written consent,
approved an amendment and restatement of Section III of the Registrant’s Bylaws
effective on July 9, 2008, by which shareholders will be allowed to approve
corporate actions without a meeting, as allowed under Nevada Revised Statutes
Section 78.320, by written consent if shareholders owning at least a majority or
the required number (if a different voting proportion is required for such
action) of the Registrant’s shares that are
entitled to vote with
respect to such actions sign a written consent approving such corporate
actions. Previously, all of the shareholders entitled to vote had to
sign the written consent for corporate actions to be approved without a
meeting.
The above
summary of the amendment and restatement of Section III of the Registrant's
Bylaws is qualified in its entirety by reference to the attached Text of
Amendments to the Bylaws of Kerrisdale Mining Corporation, a copy of which is
attached to this report as Exhibit 3.3 and incorporated by reference
herein.
On July
10, 2008, all of the members of the Registrant’s board of directors and
stockholders owning a majority of the Registrant’s voting stock jointly adopted
and approved an amendment to the Registrant’s Articles of Incorporation to
change the Corporation’s authorized capital stock (the “Authorized Shares
Amendment”) from 75,000,000 shares of authorized capital stock, all of which
were common stock, par value $0.001 per share, to 510,000,000 shares of
authorized capital stock, consisting of 500,000,000 shares of common stock, par
value $0.001 per share, and 10,000,000 shares of “blank check” preferred stock,
par value $0.001 per share, with the right conferred upon the Board of Directors
to set the designations, preferences, limitations, privileges, qualifications,
as well as dividend, conversion, voting, and other special or relative rights,
with respect to the preferred stock as the Board of Directors shall determine
from time to time. The Authorized Shares Amendment became effective
on July 14, 2008, the date of filing of the Certificate of Amendment with the
State of Nevada’s Secretary of State.
The above
summary of the Authorized Shares Amendment is qualified in its entirety by
reference to the attached Certificate of Amendment to the Articles of
Incorporation, a copy of which is attached to this report as Exhibit 3.4 and
incorporated by reference herein.
(d)
INDEX TO
EXHIBITS.
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Exhibit
Number
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Description
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3.3
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Text
of Amendments to the Bylaws of Kerrisdale Mining
Corporation
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3.4
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Certificate
of Amendment to Articles of Incorporation of Kerrisdale Mining
Corporation
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[SIGNATURES
PAGE FOLLOWS]
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.
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Date:
July 15, 2008
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KERRISDALE
MINING CORPORATION
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By:
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/s/
John S. Morita
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John
S. Morita
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Chief
Executive Officer
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