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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) July 18, 2005
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Joystar, Inc.
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(exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
000-25973 68-0406331
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Commission File Number IRS Employer Identification Number
95 Argonaut St. First Floor, Aliso Viejo, CA 92656
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(Address of principal executive offices)
Registrant's telephone number, including area code: (949) 837-8101
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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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
As of July 18, 2005, Joystar, Inc., a California corporation (the "Company")
sold in its private placement of up to $1,100,000, a total of 2,082,143 shares
of its common stock, no par value per share, at a purchase price of $0.35 per
share to institutional and accredited investors. Additionally, William M.
Alverson, the Company's CEO and one other officer and director converted their
respective loans to the Company totaling $575,000 to equity under the same
terms. In addition to common stock shares, each subscriber received one warrant
to purchase the Company's common stock for each two shares purchased. The
warrants have the exercise price of $0.50 per share and expire in five years
from the date of issuance. The warrants are subject to call provisions as
described in the warrant agreement. The subscribers have certain registration
rights to register the shares and the warrants purchased in the placement.
The Company paid 10% commission payable in cash and broker warrants to First
Montauk Securities Corp. of Red Bank, New Jersey, member NASD, who acted as a
selling agent for the financing. The Company received a total net proceeds of
$728,750, after deducting the legal fees and commissions, and eliminated the
existing shareholders' loans in the total amount of $575,000. The net proceeds
will be used by the Company for working capital purposes.
The shares and warrants were offered and sold by the Company to investors whom
the Company had reasonable grounds to believe were "accredited investors" within
the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act"). The investors were provided access to business
and financial about the Company and had such knowledge and experience in
business and financial matters that it was able to evaluate the risks and merits
of an investment in the Company. Each certificate evidencing securities issued
to the investors included a legend to the effect that the securities were not
registered under the Securities Act and could not be resold absent registration
or the availability of an applicable exemption from registration. No general
solicitation or advertising was used in connection with the transaction.
The issuance of the shares and warrants was exempt from the registration
requirements of the Securities Act by reason of Section 4(2) of the Securities
Act and the rules and regulations, including Regulation D thereunder, as
transactions by an issuer not involving a public offering.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
NONE.
(b) PRO FORMA FINANCIAL INFORMATION.
NONE.
(c) EXHIBITS.
NONE.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act or 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: July 21, 2005 JOYSTAR, INC.
By: /s/ William M. Alverson
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William M. Alverson
President
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