8-K

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):  June 23, 2010

KENSINGTON LEASING, LTD.
(Name of small business issuer specified in its charter)

Nevada	000-53559	80-0214025
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

1005 S. Center Street

                  Redlands, CA 92373                  

(Address of principal executive offices)

646 W. Highland Avenue

                                   Redlands, CA  92373                                 

(former name or former address, if changed since last report)

909-708-4303

(Registrant’s telephone number)

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c

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Item 5.01 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 23, 2010, Michael T. Ryan  resigned as Chief Financial Officer of Kensington Leasing, Ltd. (the “Company”).  Mr. Ryan will remain a Director of the Company.  Mr. Ryan’s resignation is not because of any disagreement with the Company on any matter relating to its operations, policies or practices.

On June 23, 2010, Landre Malone resigned as Corporate Secretary of the Company.

Also, on June 23, 2010, Charlotte Hopkins was appointed as President of the Company and Trisha Malone was appointed as Chief Financial Officer and Corporate Secretary of the Company.

Charlotte Hopkins.  Prior to her appointment with the Company, Ms. Hopkins, age 40, was at Web.com (NASDAQ: WWWW) in Business Development for eleven years. Web.com offers a variety of integrated online tools and services including website design and web publishing, web hosting, business email, domain name registration, web marketing and ecommerce services specifically designed for small business owners.   At Web.com, Ms. Hopkins developed and managed many partnerships of Web.com, including partnerships with Discover and First Data Corporation. Ms. Hopkins has an undergraduate degree from Carroll University.  

Trisha Malone.  Ms. Malone, age 35, has more than 17 years of experience working in finance and accounting.  Ms. Malone has been self employed as an independent accounting consultant for the past three years and is presently consulting as Corporate Controller for several private companies.   She is also presently the CEO of USD Energy Corp. (OTCBB:  UEGY), an energy development company. Ms. Malone served as the Corporate Controller for Lenco Mobile Inc. (Pink Sheets: LNCM), which operates in the high growth mobile marketing and Internet sectors, from 2007 to 2009 and as Corporate Secretary for the company until June 2010.  From 2006 to 2008, Ms. Malone was the Corporate Controller for Satellite Security Corporation  (later renamed Mobicom Corporation (Pink Sheets:  MBIC)), a developer of satellite systems for the mari ne industry.  She has an extensive background in all aspects of corporate finance including financial reporting and forecasting as well as mergers and acquisitions.  Ms. Malone has a degree in Business Administration from Grossmont College.  

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 23, 2010, the Company’s Board of Directors also adopted an amendment to the Bylaws for the Company.  The amendment adds Article XII to the Bylaws to provide details regarding the Company’s right to indemnify its directors, officers and other agents against judgments, settlements and other expenses incurred by them in connection with their service to the Company.  The new provisions specify the circumstances under which a person shall be indemnified by the Company, the type of expenses against which a person my be indemnified, and the processes by which a determination may be made that indemnification by the Company of the director, officer, employee, or agent is proper in the circumstances.  Additionally, these new provisions allow the Board of Directors, by a majority vote of a quorum of the Board, to authorize the Corporat ion to purchase insurance on behalf of any director, officer, employee or agent against any liability against him, whether or not the Company would have the power to indemnify him against such liability.

The preceding discussion is qualified in its entirety by the full text of the amendment to the bylaws of the Company that is included as Exhibits 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

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Item 9.01   Financial Statements and Exhibits.

Exhibit Number

           3.1                                   Description

Amendment to the Bylaws of Kensington Leasing, Ltd.

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:    July 7, 2010	KENSINGTON LEASING, LTD.
	__/s/ Angelique de Maison_______         Angelique de Maison         Chief Executive Officer

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EX-3.1

Exhibit 3.1

AMENDMENT TO THE BYLAWS

OF

Kensington Leasing, Ltd.

The Bylaws of  Kensington Leasing, Ltd., a Nevada corporation, shall be amended such that the following is added:

Article XII – Indemnification

1.

This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, against expenses, including attorneys’ fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a c riminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

2.

This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the actions or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.  Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

3.

To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

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4.

Any indemnification under Sections 1 and 2, unless ordered by a court or advanced pursuant to Section 5 below, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances.  The determination must be made:

(a) By the stockholders;

(b) By the Board of Directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;

(c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

5.

The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation.  The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

6.

The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article XII:

(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation or any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to section 2 above or for the advancement of expenses made pursuant to Section 5 above, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and

(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

If a claim for indemnification or payment of expenses under this Article XII is not paid in full within sixty (60) days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

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7.

The Board of Directors may authorize, by a vote of a majority of a quorum of the Board of Directors, the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article XII.

8.

The Board of Directors may authorize the corporation to enter into a contract with any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another partnership, joint venture, trust or other enterprise providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than those provided for in this Article XII.

9.

 For the purposes of this Article XII, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect t o such constituent corporation if its separate existence had continued.

10.

 For purposes of this Article XII, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.

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