intstar_8k-072707.htm
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): July 20, 2007
International
Star, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
|
000-28861
|
86-0876846
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1818
Marshall Street
Shreveport,
Louisiana 71101
318-464-8687
(Address
and telephone number of principal executive offices and place of
business)
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))
International
Star, Inc. (“we”, “us” or “our company”) files this report on Form 8-K to report
the following:
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On
July
20, 2007, during a Special Meeting of our Board of Directors, Jacqulyn Wine,
our
Acting Secretary, was elected a director of the Company by the Board of
Directors to fill the vacancy on the Board of Directors until a successor is
elected by our shareholders. There was no arrangement or
understanding pursuant to which Mrs. Wine was selected as a
director.
BIOGRAPHICAL
INFORMATION
Mrs.
Jacqulyn B. Wine has served as our Acting Secretary since January 16,
2007. Mrs. Wine is also the Assistant Secretary/Treasurer for
Kilpatrick Life Insurance Company, a major shareholder of our
Company. Mrs. Wine commenced working at Kilpatrick Life Insurance
Company as Executive Assistant to the President in 1990. Mrs.
Wine was elected Assistant Secretary and Assistant Treasurer of Kilpatrick
Life
Insurance Company in March, 1995. From February, 1979 to September
1990, Mrs. Wine concurrently served as Corporate Secretary of two related
companies, McConathy Oil & Gas Company and McConathy Production,
Inc.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
During
the past two years, we have not engaged in any transactions and are not party
to
any proposed transactions in which Mrs. Wine had or is to have a direct or
indirect material interest, other than the following:
The
Kilpatrick Life Insurance Company, a major shareholder of our company, employs
Mrs. Wine as its Assistant Secretary/Treasurer. Mr. Joseph Therrell,
Jr., our Acting President and director, serves as the Vice President and Chief
Investment Officer of Kilpatrick Life Insurance Company, and Mrs. Virginia
Kilpatrick Shehee, one of our directors, serves as the Chief Executive Officer
of Kilpatrick Life Insurance Company. As we have previously disclosed, on
October 28, 2003, we received a loan from the Kilpatrick Life Insurance Company
of $250,000 pursuant to a promissory note, carrying an interest rate of 6%
per
annum, with interest payable in quarterly installments with the first quarterly
interest payment due on April 28, 2004. This note came due and payable in full
on October 28, 2006 and was secured by a mortgage of a 25% mineral interest
in
our 1,280 acre Detrital Wash Mining Claims in Mohave County,
Arizona. On October 30, 2006, Kilpatrick Life Insurance Company
converted the outstanding loan of $250,000 and interest due in the amount of
$28,875.25, into shares of our common stock at a rate of $0.015 per share for
a
total of 18,591,682 shares.
In
August
2005, Kilpatrick Life Insurance Company partially exercised a warrant to
purchase 4,200,000 shares of our common stock, paying $22,000.00 for 2,200,000
shares at an exercise price of $.01 per share.
Also
in
August 2006, Mrs. Shehee, Mr. Therrell and Mrs. Wine each exercised warrants
to
purchase shares of our common stock at an exercise price of $.01 per share,
receiving respectively 1,000,000 shares 510,000 shares, and 50,000 shares,
for
respective payments of $10,000, $5,100 and $500.
EXECUTIVE
COMPENSATION AND EMPLOYMENT AGREEMENTS
We
currently do not have any written or oral employment agreement with Mrs. Wine
to
serve as our director, nor have any terms of compensation for her services
been
approved.
SIGNATURES:
Pursuant
to the requirement 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.
International
Star, Inc.
By:
/s/ Joseph Therrell,
Jr.
Joseph
Therrell, Jr., Acting President
Dated: July
23, 2007