Attached files

file filename
EX-3.1 - AMENDED AND RESTATED BY-LAWS - MONGOLIA HOLDINGS, INC.mnhd_ex31.htm

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) November 20, 2014


MONGOLIA HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)


DELAWARE

(State or Other Jurisdiction of Incorporation)


000-54230

20-8317863

(Commission File Number)

(IRS Employer Identification No.)


2300 W. Sahara Avenue, Suite 800

Las Vegas, Nevada 89102

(Address of Principal Executive Offices) (Zip Code)


(702) 949-9449

(Registrant's Telephone Number, Including Area Code)


N/A

 (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 (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 5.03  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.


(a)  Amendments to Bylaws

 

On November 20, 2014, the Board of Directors of Mongolia Holdings, Inc., a Delaware corporation (the “Company”), approved amended and restated bylaws of the Company, effective immediately (as amended, the “Amended Bylaws”).  The Amended Bylaws provide, to the fullest extent permitted by law, (i) for the shifting of litigation expenses to an unsuccessful plaintiff in certain intra-corporate litigation who does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, and (ii) that a plaintiff in intra-corporate litigation is required to pay all of its own litigation expenses, and will not be entitled to recover such litigation expenses from the Company, regardless of whether the plaintiff is successful.  In addition to the foregoing, the Amended Bylaws reflect the new name of the Company, clarify the role of the Company’s president, and make certain other minor changes to the Company’s former bylaws.


The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed as Exhibit  3.1 to this Current Report on Form 8-K and incorporated herein by reference.



ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits.

Exhibit Number

 

Description

3.1

 

Amended and Restated By-Laws of Mongolia Holdings, Inc., as amended November 20, 2014.



























2




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.



Date: November 26, 2014

MONGOLIA HOLDINGS, INC.

 


 

By: /s/ Gary D. Kucher

 

      Gary D. Kucher

 

      Title: Chief Executive Officer










































3