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
JANUARY 30, 2006
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(Date of Earliest Event Reported)
AMERICAN STELLAR ENERGY, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-29595 88-0441332
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(State or other jurisdiction (Commission File Number) (IRS Employer I.D. No.)
of incorporation)
2162 Acorn Court, Wheaton, Illinois 60187
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(Address of Principal Executive Offices)
(630) 462 - 2079
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(Registrant's Telephone Number)
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
(IRS Employer I.D. No.) 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As part of our current business objective to acquire and develop mining
properties, on January 30, 2006, through our 97% owned Mexican subsidiary,
Corporacion Amermin S.A. de C.V. ("Amermin"), we entered into a Purchase Sale
Agreement with Mr. Cesar Rascon Rascon of Uruachi, Chich, Mexico ("Seller").
Through the agreement we acquired a 100% interest in a 59 hectare mining
concession located in the Sierra Madre Gold-Silver belt in Mexico known as the
"La Estrella." The La Estrella was acquired for the purpose of adding to our
La Currita grouping of concessions which includes a 150 tpd flotation mill. We
will pay a total of $400,000 US over 30 months for the La Estrella concession,
as follows:
$30,000 - paid at execution of the agreement (paid)
$20,000 - in one month
$25,000 - in five months
$25,000 - in nine months
$50,000 - in thirteen months
$50,000 - in seventeen months
$50,000 - in twenty-one months
$75,000 - in twenty-five months
$75,000 - in twenty-nine months
Payment due dates are calculated in accordance with the date on which the
seller presents us with a contract of transfer of rights, which shall be no
later than 15 days from the execution of the agreement. The seller is
responsible for all taxes, rights, contributions, labor obligations, or
penalties derived from any failures or infractions which may have incurred
before the execution date and we are responsible for all of the foregoing
after that date as well as costs of transfer of the property. The agreement
allows a 30 day grace period if we fail to make a payment; however, if we fail
to become current in our payments in that time, we will lose our interest in
the property and forfeit any payments as well as any improvements made to the
property. We are also prohibited from transferring, leasing, or allowing
usage of the property by a third party until all payments under the agreement
have been made without the advance express written consent of the Seller.
The description of the transaction is qualified in its entirety by reference
to the Purchase Sale Agreement filed as Exhibit 10.1 to this Report.
On February 8, 2006, American Stellar Energy issued a press release to report
the acquisition of the La Estrella property. A copy of the press release is
attached as Exhibit 99.1 to this current report on Form 8-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Exhibits and Financial Statements.
(c) Exhibits
Exhibit No. Description
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10.1 Purchase Sale Agreement between Amermin and Cesar Rascon
Rascon, dated January 30, 2006
99.1 Press Release, dated February 8, 2006
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.
February 8, 2006 AMERICAN STELLAR ENERGY, INC.
By: /s/ Francis R. Biscan, Jr.
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Francis R. Biscan Jr.
Chief Executive Officer