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): September 21, 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 5.02.  ELECTION OF DIRECTORS
---------------------------------

New Directors.  On September 21, 2004,  our board of directors  acted by written
consent  to  increase  the size of our board of  directors  from  three to seven
directors and to elect Michael Ciavarella to the board.

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.

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

On September  21,  2004,  our board of  directors  acted by written  consent and
pursuant  to our  bylaws  to fix the  size of our  board of  directors  at seven
directors.

On September  21, 2004,  we amended  Article  FOURTH of our our  Certificate  of
Incorporation to authorize 400,000,000 shares of common stock, $.0001 par value,
and 20,000,000 shares of preferred stock, $.0001 par value.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------------------

(c)  Exhibits

Exhibit Number      Description
--------------      -----------
3.1.1               Certificate of Amendment to Certificate of Incorporation


                                   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



<PAGE>






                                  EXHIBIT INDEX
                                  -------------


Exhibit Number      Description
--------------      -----------
3.1.1               Certificate of Amendment to Certificate of Incorporation
[{"type": "8-K", "sequence": "1", "filename": "pender8k092104.txt", "description": "PENDER INTERNATIONAL 8K, 09.21.04", "secsgml_size_bytes": 4978}]
{"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": "041193555"}, "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): September 21, 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 5.02.  ELECTION OF DIRECTORS
---------------------------------

New Directors.  On September 21, 2004,  our board of directors  acted by written
consent  to  increase  the size of our board of  directors  from  three to seven
directors and to elect Michael Ciavarella to the board.

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.

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

On September  21,  2004,  our board of  directors  acted by written  consent and
pursuant  to our  bylaws  to fix the  size of our  board of  directors  at seven
directors.

On September  21, 2004,  we amended  Article  FOURTH of our our  Certificate  of
Incorporation to authorize 400,000,000 shares of common stock, $.0001 par value,
and 20,000,000 shares of preferred stock, $.0001 par value.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------------------

(c)  Exhibits

Exhibit Number      Description
--------------      -----------
3.1.1               Certificate of Amendment to Certificate of Incorporation

                                   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
EXHIBIT INDEX
                                  -------------

Exhibit Number      Description
--------------      -----------
3.1.1               Certificate of Amendment to Certificate of Incorporation