UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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, 2004
                                                           ------------


                           PENDER INTERNATIONAL, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                    0 - 50045                33-0823179
           --------                    ---------                ----------
(State or other jurisdiction of     (Commission File         (I.R.S. Employer
incorporation or organization)          Number)           Identification Number)


 123 Commerce Valley Drive East, Suite 300, Thornhill, Ontario, Canada, L3T 4Y3
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (905) 882-9835
                                 --------------
                         (Registrant's 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):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>






ITEM 5.01.  CHANGES IN CONTROL OF REGISTRANT
--------------------------------------------

On July 9, 2004, J. Michael  Page,  our majority  shareholder,  acted by written
consent and without a meeting to appoint  Kalson G.H. Jang ("Jang") to our Board
of Directors.  On that same date, Mr. Page resigned as a director,  leaving Jang
as the sole remaining director.

ITEM 5.02.  ELECTION OF DIRECTORS
---------------------------------

New Directors. Jang accepted the position as our director.

On that same day,  Jang acted by written  consent  to  increase  the size of our
board of directors  from two to three  directors  and to elect Antonio Manna and
Minh Ngoc Pham ("Pham") as directors.

Kalson Jang is 26 years old and is our chairman and one of our  directors.  Jang
graduated from University of Toronto in 2002 with a Bachelor of Commerce degree.
From July 2000 to  present,  Jang has served as the Chief  Operating  Officer of
Trillion  Financial  Group, a company whose  president is Jang's father,  Kalano
Y.L.  Jang.  From  April  2002 to May  2004,  Jang  also  served  Abnamro  Asset
Management as an internal analyst.

Jang also is the sole shareholder of Billion Financial Corporation.  Billion has
been  loaning us funds to pay our  expenses and the expenses of our wholly owned
subsidiary IMM Investments Inc. These loans are not interest-bearing and are due
on demand.

Minh Ngoc Pham is 48 years old and is our  secretary,  treasurer  and one of our
directors.  Pham  graduated from York  University  with degrees in Arts, Law and
Business.  Pham is a member of the Law Society of Upper Canada.  Pham has served
as a  self-employed  lawyer  and  notary  public  since  1988.  Pham is also the
president and a director of our wholly owned  subsidiary  IMM  Investments  Inc.
Pham has  performed  legal  services  for us,  and has  billed us  approximately
$30,000 for those services.

Antonio Manna is 39 years old and is one of our directors.  Manna graduated from
Instituto  Tecnico   Commerciale  Luigi  Einaudi  in  Italy  with  a  degree  in
Accounting.  From  1995  to the  present,  Manna  has  served  as  president  on
Cedargreen Landscape.

New Officers.  On July 9, 2004, our directors  elected Jang to serve as Chairman
of the Board,  Michael  Ciavarella  to serve as  President  and Chief  Executive
Officer and Pham to serve as Secretary and Treasurer.

Michael  Ciavarella  is 42  years  old and is our  president,  chief  executive.
Ciavarella  graduated  from  Laurentian  University  with a Bachelor  of Science
degree in science and  engineering.  From 2002 to the  present,  Ciavarella  has
served as a senior executive,  life insurance  underwriter and financial advisor
for Trillion  Financial  Group,  a company whose  president is Kalano Y.L. Jang,
father of our chairman  Kalano Jang. From 1999 to 2002,  Ciavarella  served as a
life insurance  underwriter and financial advisor for Dagmar Insurance Services.
From  1990 to  1999,  Ciavarella  served  as a life  insurance  underwriter  and
financial advisor for Manulife Financial.

The Board of Directors does not have any committees at this time.



<PAGE>






ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
-------------------------------------------------------------

On July 9, 2004,  Jang, at the time our sole director,  acted by written consent
and  pursuant to our bylaws to fix the size of our board of  directors  at three
directors.


                                   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 thereunto duly authorized.


                                                Pender International, Inc.
                                                --------------------------
                                                (Registrant)


                                                /s/ Michael Ciavarella
                                                -------------------------
                                                Michael Ciavarella
                                                Chief Executive Officer
                                                (Duly Authorized Officer)

                                                Date: December 8, 2004
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{"company-data": {"conformed-name": "PENDER INTERNATIONAL INC", "cik": "0001080319", "assigned-sic": "5020", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50045", "film-number": "041193529"}, "business-address": {"street1": "123 COMMERCE VALLEY DRIVE EAST", "street2": "#300", "city": "THORNHILL", "state": "A6", "zip": "L3T7W8", "phone": "905-882-9835"}, "mail-address": {"street1": "123 COMMERCE VALLEY DRIVE EAST", "street2": "#300", "city": "THORNHILL", "state": "A6", "zip": "L3T7W8"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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, 2004
                                                           ------------

                           PENDER INTERNATIONAL, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                    0 - 50045                33-0823179
           --------                    ---------                ----------
(State or other jurisdiction of     (Commission File         (I.R.S. Employer
incorporation or organization)          Number)           Identification Number)

 123 Commerce Valley Drive East, Suite 300, Thornhill, Ontario, Canada, L3T 4Y3
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (905) 882-9835
                                 --------------
                         (Registrant's 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):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.01.  CHANGES IN CONTROL OF REGISTRANT
--------------------------------------------

On July 9, 2004, J. Michael  Page,  our majority  shareholder,  acted by written
consent and without a meeting to appoint  Kalson G.H. Jang ("Jang") to our Board
of Directors.  On that same date, Mr. Page resigned as a director,  leaving Jang
as the sole remaining director.

ITEM 5.02.  ELECTION OF DIRECTORS
---------------------------------

New Directors. Jang accepted the position as our director.

On that same day,  Jang acted by written  consent  to  increase  the size of our
board of directors  from two to three  directors  and to elect Antonio Manna and
Minh Ngoc Pham ("Pham") as directors.

Kalson Jang is 26 years old and is our chairman and one of our  directors.  Jang
graduated from University of Toronto in 2002 with a Bachelor of Commerce degree.
From July 2000 to  present,  Jang has served as the Chief  Operating  Officer of
Trillion  Financial  Group, a company whose  president is Jang's father,  Kalano
Y.L.  Jang.  From  April  2002 to May  2004,  Jang  also  served  Abnamro  Asset
Management as an internal analyst.

Jang also is the sole shareholder of Billion Financial Corporation.  Billion has
been  loaning us funds to pay our  expenses and the expenses of our wholly owned
subsidiary IMM Investments Inc. These loans are not interest-bearing and are due
on demand.

Minh Ngoc Pham is 48 years old and is our  secretary,  treasurer  and one of our
directors.  Pham  graduated from York  University  with degrees in Arts, Law and
Business.  Pham is a member of the Law Society of Upper Canada.  Pham has served
as a  self-employed  lawyer  and  notary  public  since  1988.  Pham is also the
president and a director of our wholly owned  subsidiary  IMM  Investments  Inc.
Pham has  performed  legal  services  for us,  and has  billed us  approximately
$30,000 for those services.

Antonio Manna is 39 years old and is one of our directors.  Manna graduated from
Instituto  Tecnico   Commerciale  Luigi  Einaudi  in  Italy  with  a  degree  in
Accounting.  From  1995  to the  present,  Manna  has  served  as  president  on
Cedargreen Landscape.

New Officers.  On July 9, 2004, our directors  elected Jang to serve as Chairman
of the Board,  Michael  Ciavarella  to serve as  President  and Chief  Executive
Officer and Pham to serve as Secretary and Treasurer.

Michael  Ciavarella  is 42  years  old and is our  president,  chief  executive.
Ciavarella  graduated  from  Laurentian  University  with a Bachelor  of Science
degree in science and  engineering.  From 2002 to the  present,  Ciavarella  has
served as a senior executive,  life insurance  underwriter and financial advisor
for Trillion  Financial  Group,  a company whose  president is Kalano Y.L. Jang,
father of our chairman  Kalano Jang. From 1999 to 2002,  Ciavarella  served as a
life insurance  underwriter and financial advisor for Dagmar Insurance Services.
From  1990 to  1999,  Ciavarella  served  as a life  insurance  underwriter  and
financial advisor for Manulife Financial.

The Board of Directors does not have any committees at this time.
ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
-------------------------------------------------------------

On July 9, 2004,  Jang, at the time our sole director,  acted by written consent
and  pursuant to our bylaws to fix the size of our board of  directors  at three
directors.

                                   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 thereunto duly authorized.

                                                Pender International, Inc.
                                                --------------------------
                                                (Registrant)

                                                /s/ Michael Ciavarella
                                                -------------------------
                                                Michael Ciavarella
                                                Chief Executive Officer
                                                (Duly Authorized Officer)

                                                Date: December 8, 2004