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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 27, 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.
On 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 27, 2006, the Company sold $1,650,000 of
the units offered in its private placement, increasing its maximum amount of the
offering to $1,650,000. The Company received total net proceeds of approximately
$1,650,000, since no commissions were paid in cash. The net proceeds will be
used by the Company for working capital purposes. The units were sold to
accredited investors only, including an officer of the Company.
The shares and warrants were 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 were provided access to
business and financial about the Company and had such knowledge and experience
in business and financial matters that they were 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 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.
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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 30, 2006 JOYSTAR, INC.
By: /s/ William M. Alverson
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William M. Alverson
President
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