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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) January 23, 2006
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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 December 20, 2005, Joystar, Inc., a California corporation (the "Company")
commenced its private placement of offering for sale up to $1,400,000, in units
consisting of a total of 4,000,000 shares of its common stock, no par value per
share, at a purchase price of $0.35 per and share and warrants to purchase two
shares of common stock at $0.50 exercise price to accredited investors. The
warrants expire in two years from the date of issuance. The subscribers do not
have any registration rights to register the shares and the warrants purchased
in the private placement. As of January 23, 2006, the Company sold $700,000 of
the units offered in its private placement. The Company received total net
proceeds of $700,000, since no commissions were paid in cash. The net proceeds
will be used by the Company for working capital purposes. The Company plans to
continue its private placement until all the units are subscribed for.
The shares and warrants are being offered and sold by the Company to investors
whom the Company had reasonable grounds to believe are "accredited investors"
within the meaning of Rule 501 of Regulation D under the Securities Act of 1933,
as amended (the "Securities Act"). The investors are and have been provided
access to business and financial about the Company and have such knowledge and
experience in business and financial matters that they are able to evaluate the
risks and merits of an investment in the Company. Each certificate evidencing
securities to be issued to the investors will include a legend to the effect
that the securities have not been 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 is or has been used in
connection with the transaction.
The issuance of the shares and warrants is believed to be 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: January 24, 2006 JOYSTAR, INC.
By: /s/ William M. Alverson
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William M. Alverson
President
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