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): DECEMBER 17, 2004 CIROND CORPORATION (Exact name of registrant as specified in its charter) NEVADA 0-49763 88-0469593 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 4185 STILL CREEK DRIVE #B-101, BURNABY, BRITISH COLUMBIA, CANADA V5C 6G9 (Address of principal executive offices) (Zip Code) NOT APPLICABLE (Former name or former address, if changed since last report) Registrant's telephone number, including area code (604) 205-5039 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. On December 17, 2004, the board of directors of Cirond adopted revised Bylaws. Among other things, the Bylaws amend the provisions relating to the annual and special meetings of shareholders, increase the quorum requirement for shareholders' meeting to one-third of the shares entitled to vote, establish procedures for nominations for directors, permit the taking of shareholder action by written consent, and render inapplicable certain anti-takeover measures. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibits: REGULATION S-B NUMBER DOCUMENT 3.2 Bylaws adopted December 17, 2004 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. CIROND CORPORATION December 22, 2004 By: /s/ NICHOLAS MILLER --------------------------------------- Nicholas Miller President and Chief Executive Officer 2