UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~__________________________~~__________________

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TO to ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~

~~SECURITIES~~the ~~EXCHANGE~~ Securities ~~ACT~~Exchange OFAct of 1934

~~Date of report (Date of earliest event reported) June 21, 2006~~__________________

NoDate ~~Borders~~ of Report ~~Inc~~(Date of earliest event reported):

~~(Exact~~June ~~Name~~ 28, ~~of Registrant as Specified in Charter)~~2007

~~Commission~~NO ~~File~~ BORDERS, ~~Number: 0-1738~~INC

Nevada		88-0429812
(State or other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

18301 Von Karman, Irvine CA 92613

Nevada	0-1738	88-0429812
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18301 Von Karman Irvine, CA 92613 (Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices)

(~~Zip Code~~949) 251-0250

949- 251-0250

(Registrant’s telephone number, including area code)

Not Applicable

(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~~obligations of the registrant under any of the following provisions:.

~~[ ]~~ ¨ 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~~14d-122(b)

~~[ ]~~ ¨ 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 5.0302 ~~Amendment~~Departure of Directors or Certain Officers; Election of Directors; to Appointment ~~Registrant's~~of ~~By-laws~~Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~ June 28, 2007, ~~our~~Dr. ~~By-Laws~~Raul ~~were~~Hinojosa ~~amended~~resigned byfrom ~~resolution~~the Board of ~~our~~Directors ~~Board~~and as President of ~~Directors~~ No Borders, Inc. (the “Company”) effective immediately. The resignation ~~following~~of Dr. Hinojosa is afor ~~summary~~personal business considerations and commitments. Dr. Hinojosa did not resign as the result of any material disagreement with the Company ~~amendments~~or ~~made~~any matters relating to the Company’s operations, policies, or ~~By-Laws:~~ practices.

~~1. The amended By-Laws provide that there shall be no less than three directors as opposed to a minimum of one director.~~SIGNATURE

2.Pursuant ~~The amended~~ to ~~By-laws~~the ~~change~~requirements of the ~~date~~Securities ofExchange ~~meeting~~Act of ~~shareholders~~1934, ~~from~~as ~~May~~amended, 1the registrant has duly caused this report to be signed on its behalf by the ~~October 1~~ undersigned hereunto duly authorized.

3. The amended By-laws add a Chief Executive Officer to the list of officers.


	NO BORDERS, INC.

Dated: July 3, 2007	By:	/s/ Rizwan A. Uraizee
		Rizwan A. Uraizee Chief Financial Officer

4.. The amended By-laws change reference to a majority or other proportion of shares to a majority or other proportion of the voting power of shares

5. The amended By-Laws add that any class or series of shares issued pursuant to a resolution adopted by the Board of Directors which provides for more than one vote per share on any matters will be entitled to the number of votes relating to any matter upon which each such share within such class or series of shares is entitled to vote, as required by such resolution.

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(d) Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K

Eshibit 9,01(d) -Full Text of Amended By-Laws

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.

	NO BORDERS, INC.
Date: February 28, 2007	By:	/s/ Robert M. Rosenfeld
		Robert M. Rosenfeld
		Title: Chief Executive Officer

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