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 8, 2007
International
Star, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
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000-28861
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86-0876846
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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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
January 8, 2007, we were notified by Mr. Denver Cashatt, who was then the
President, CEO and a director of our company, that he was resigning as
President, CEO and as a director of our Company, effective immediately. Mr.
Cashatt was not serving on any committee of our Board of Directors at the time
he tendered his resignation. We are attaching the notice that Mr. Cashatt
provided us as Exhibit 99.1 hereof.
We
are
providing Mr. Cashatt a copy of this Current Report concurrent with this filing.
Should any subsequent communications with Mr. Cashatt regarding his decision
to
resign reveal any disagreement regarding our operations, policies or practices,
we will amend this Report accordingly to disclose any such disagreement.
On
January 16, 2007, our Board of Directors unanimously voted to appoint one of
our
directors, Mr. Joseph Therrell, Jr., as our Acting President until a successor
is selected by the Board.
Also
on
January 16, 2007, our Board of Directors removed Ms. Dottie Wommack from her
position as our Secretary and Treasurer/Chief Financial Officer and appointed
Mr. Therrell as our Acting Treasurer/Chief Financial Officer and Ms. Jacqulyn
B.
Wine as our Acting Secretary, until such time as successors are selected by
the
Board.
BIOGRAPHICAL
INFORMATION
Mr.
Joseph Therrell, Jr.
serves
as our Acting President, our Acting Treasurer/Chief Financial Officer, and
as a
Director on our Board of Directors. Mr. Therrell concurrently serves as the
Vice
President and Chief Investment Officer for Kilpatrick Life Insurance Company,
a
major shareholder of our Company. Mr. Therrell has served as a Director of
our
Company since October of 2005 and has served as the Vice President and Chief
Investment Officer for Kilpatrick Life Insurance Company since December of
1989.
He oversees all investments and commercial loans funded by Kilpatrick Life
Insurance Company. Mr. Therrell attended Vanderbilt University in Nashville,
Tennessee and graduated with a Bachelor’s Degree in History. He also attended
the Tennessee Bankers Association School at Vanderbilt University in 1969 and
received a Masters Degree in 1982 from the Graduate School of Banking of
Louisiana State University in Baton Rouge, Louisiana. From 1965 to 1974, Mr.
Therrell served as a Branch Manager for First American National Bank in
Nashville, Tennessee and from 1974 to 1989, Mr. Therrell served as the Vice
President of the Louisiana Bank & Trust Company.
Ms.
Jacqulyn B. Wine
currently serves as our Acting Secretary. Ms. Wine is also the Assistant
Secretary/Treasurer for Kilpatrick Life Insurance Company, a major shareholder
of our Company. Ms. Wine commenced working at Kilpatrick Life Insurance Company
as Executive Assistant to the President in 1990. Ms. Wine was elected Assistant
Secretary and Assistant Treasurer in March, 1995. From February, 1979 to
September 1990, Ms. Wine concurrently served as Corporate Secretary of two
related companies, McConathy Oil & Gas Company and McConathy Production,
Inc.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Since
the
beginning of our last fiscal year, we have not engaged in any transactions
and
are not party to any proposed transactions in which either Mr. Therrell or
Ms.
Wine had or is to have a direct or indirect material interest, other then the
following:
The
Kilpatrick Life Insurance Company, a major shareholder of our company, employs
Mr. Therrell as its Vice President and Chief Investment Officer and Ms. Wine
as
its Assistant Secretary/Treasurer. Ms. Virginia Kilpatrick Shehee, one of our
directors, services 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% pr 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
2006, 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, Ms. Shehee, Mr. Therrell and Ms. Wine each exercised warrants
to
purchase shares of our common stock at an exercise price of $.01 per share,
receiving respectively 1,500,000 shares 500,000 shares, and 50,000 shares,
for
respective payments of $15,000, $5,000 and $500.
EXECUTIVE
COMPENSATION AND EMPLOYMENT AGREEMENTS
We
currently do not have any written or oral employment agreements with Mr.
Therrell or Ms Wine to serve as our officers, nor have any terms of compensation
for their services been approved.
Item
9.01 Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Correspondence
from Denny Cashatt dated January 8, 2007
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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:
January 19, 2007