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): December 15, 2004
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INTERNATIONAL STAR, INC.
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(Exact name of registrant as specified in charter)
Nevada 0-28861 86-0876846
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2266 Chestnut Bluffs, Henderson, NV, Henderson, NV 89052
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 897-5338
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Not Applicable
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(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:
[ ] 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))
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ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES.
On December 15, 2004, we completed a private placement of 4,500,000 shares
of our common stock, sold without registration under the Securities Act of 1933.
The securities were sold by our officers without the use of an underwriter. In
effecting the sales, we relied on the exemption authority provided by Section
4(2) of the Securities Act of 1933, as amended, relating to sales not involving
any public offering, and Regulation S, relating to securities sold in bona fide
offshore transactions. We believe that all such sales were made by our executive
officers in private, negotiated transactions without any advertising, public
announcements or general solicitation. The purchasers of the shares represented
themselves in writing to be, and we believe them to be, members of one or more
of the following classes of purchaser:
a. Officers, directors, promoters or control persons of the issuer;
b. Accredited investors, as defined in Rule 501 under Regulation D of the
Securities Act;
c. Individuals who:
i. Are knowledgeable and sophisticated in investment matters;
ii. Are able to assess the risks of an investment such as in our
securities;
iii. Are financially able to bear the risk of a loss of their entire
investment; and
iv. Have access to pertinent information regarding the issuer and its
operations; or
d. Individuals purchasing in a bona fide offshore transaction.
The shares are subject to the resale provisions of Rule 144 under the Securities
Act of 1933, as amended, and may not be sold or transferred without registration
except in accordance with that rule. Certificates representing the securities
bear a legend to that effect.
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Number of
Date Issued Class Amount Price Purchasers
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October 5, 2004 Common Stock 750,000 $0.10(1) 2
December 7, 2004 Common Stock 500,000 $0.10(2) 2
December 15, 2004 Common Stock 3,250,000 $0.10(3) 3
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(1) Previously disclosed in the Company's quarterly report on Form 10-QSB for
the period ended September 30, 2004.
(2) Each share accompanied by a warrant to purchase one additional share at
$0.15 for 12 months.
(3) Each share accompanied by a warrant to purchase one additional share at
$0.15 for 24 months.
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ITEM 7.01 - REGULATION FD DISCLOSURE
On December 16, 2004 International Star, Inc. issued a press release
announcing receipt of additional funding for exploration and working capital. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report,
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 the 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
Financial Statements
None.
Exhibits
Exhibit No. Description
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99.1 Press Release
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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.
INTERNATIONAL STAR, INC.
Dated: December 16, 2004 By: /s/ Robert L. Hawkins
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President, Chief Executive Officer
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