UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 10, 2006
International Star, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-28861 86-0876846
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(Commission File Number) (IRS Employer Identification No.)
2266 Chestnut Bluffs
Henderson, NV 89052, USA
Telephone: (702) 897-5338
(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 1.01 Entry into a Material Definitive Agreement.
On January 10, 2006, we entered into a joint venture agreement (the "Agreement")
with Resolve Capital Funding Corporation, Inc. ("Resolve"). The Agreement
provides for the joint venture's development and commercial exploitation of
approximately 1,280 acres of land located in Mohave County, Arizona, known as
the Detrital Wash Property (the "Property").
The Agreement provides for our company and Resolve to, by February 9, 2006,
cause their respective counsel jointly to form a limited liability company
organized under the laws of the State of Nevada (the "Joint Venture") and to
enter into an operating agreement governing the operation of the Joint Venture.
The name of the Joint Venture shall be Star-Resolve Detrital Wash, LLC. Our
company and Resolve each have 50% interest in the Joint Venture.
As our capital contribution to the Joint Venture, upon the formation of the
Joint Venture, we are required to contribute our mineral rights in the Property
under a mining property lease. As Resolve's capital contribution to the Joint
Venture, Resolve is required to contribute 600,000 Canadian Dollars, equivalent
to approximately US$518,000 translated into U.S. Dollars using current exchange
rate, within 60 to 90 days of the Joint Venture's formation. Additional, Resolve
is required to use its best efforts to manage the Joint Venture, including,
without limitation, providing the Joint Venture with access to its industry
related contracts and its expertise in the commercial exploitation of mineral
rights. Resolve will be the exclusive managing member of the Joint Venture.
Pursuant to the Agreement, the operating agreement of the Joint Venture shall
provide that prior to the sale or transfer of a party's membership interest,
that party must obtain the other member's consent and then give such member the
opportunity to purchase the membership interest on the same terms of the
proposed sale.
We further agreed that we will grant to Resolve a right of first refusal with
respect to any transaction with a third party in which we agree to (i) explore
or exploit any other land, jointly with such third party; or (b) sell or
otherwise dispose of, any other parcels owned by us and located within the
Detrital Wash region.
The foregoing description of the joint venture agreement is only a summary and
is qualified in its entirety by reference to the complete terms of the
agreement, which is attached as Exhibit 10.5 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 12, 2006, we issued a press release announcing that our company has
entered into the Agreement. A copy of the press release is furnished as Exhibit
99.16 to this Current Report on Form 8-K, and is incorporated herein by
reference. Such information shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and is not incorporated
by reference into any filing of our company, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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10.5 Joint Venture Agreement dated January 10, 2006 by and between
International Star, Inc. and Resolve Capital Funding
Corporation, Inc.
99.16 Press Release dated January 12, 2006
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/ Denny Cashatt
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Denny Cashatt, President
Dated: January 17, 2006