UNITED STATES
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 1934
Date of Report (date of earliest event reported): May 26, 2010
AMERICAN TELSTAR, INC.
(Exact name of registrant as specified in charter)
Colorado 000-52387 84-1052279
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
730 W. Randolph Street, Suite 600
Chicago, IL 60661
(Address of principal executive offices)
444 Park Forest Way
Wellington, FL 33414
(Former Address of principal executive offices)
312-454-0015
(Issuer's Telephone Number)
Copies to:
Kristen A. Baracy, Esq.
Synergy Law Group, LLC
730 West Randolph Street, Suite 600
Chicago, IL 60661
Phone: 312-454-0015 - Fax: 312-454-0261
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of 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 AMERICAN TELSTAR, INC.
Current Report on Form 8-K
May 27, 2010
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On May 26, 2010, Lisa Guise, (the "Purchaser"), entered into a Stock Purchase
Agreement (the "Purchase") with Pride Equities, Inc. and Charles Calello
(collectively "Seller") pursuant to which the Seller sold an aggregate of
493,750 shares of Common Stock of American Telstar, Inc., a Colorado corporation
(the "Company"), representing approximately 75.94% of the total issued and
outstanding shares of Common Stock of the Company, for a total purchase price of
$175,000.
Upon the closing of the Purchase, the Purchaser acquired 493,750 shares of
Common Stock, or approximately 75.94% of the issued and outstanding Common Stock
and attained voting control of the Company.
We are presently authorized to issue 500,000,000 shares of common stock. As of
May 26, 2010, there are 650,225 shares of Common Stock issued and outstanding.
The following table sets forth certain information as of May 26, 2010 with
respect to the beneficial ownership of the Company's outstanding common stock.
Except as otherwise indicated, each of the shareholders listed below has sole
voting and investment power over the shares beneficially owned.
Percentage of
Common Stock Common Stock
Name of Beneficial Owner Beneficially Owned Beneficially Owned(1)
- ------------------------ ------------------ ---------------------
Lisa Guise 493,750 75.94%
Ranji Bedi 95,000 14.61%
Officers and Directors
as a group (1 person) 493,750 75.94%
- ----------
1. Percentage ownership is based on an assumption of 650,225 shares of common
stock outstanding as of May 26, 2010. There are no outstanding options,
warrants or other securities convertible into our Common Stock.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
Effective May 26, 2010, Charles Calello resigned as President and Chief
Executive Officer of the Company, and Peter Porath resigned as Vice-President,
Secretary, Treasurer and Chief Financial Officer of the Company and elected Ms.
Lisa Guise as President, Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer of the Company. Mr. Calello and Mr. Porath have
submitted resignations as directors of the Company to become effective ten days
following the filing of the Company's Schedule 14f-1, at which time Ms. Guise
will be elected to serve as the Company's sole director.
There are no material proceedings known to the Company to which any director,
officer or affiliate of the Company or any owner of record or beneficially of
more than 5% of any class of voting securities of the Company or any affiliate
of such persons is a party adverse to the Company or has a material interest
adverse to the Company. There are no legal proceedings known to the Company that
are material to the evaluation of the ability or integrity of any of the
directors or executive officers.
LISA GUISE
Lisa Guise is a director of the Company. Ms. Guise graduated Syracuse
University. Ms. Guise received her Bachelor's of science degree in speech
communications in 1991. Over the past few years Ms. Guise has been an
independent business consultant. Her experience includes working with management
of privately-held companies to maximize productivity as well as general
corporate matters. Ms. Guise has experience in various industries including
fitness and transportation.
ITEM 8.01 OTHER EVENTS
Concurrent with the Purchase disclosed in Item 1.01 above, the Company changed
the location of its principal executive offices from 444 Park Forest Way,
Wellington, FL 33414 to 730 W. Randolph Street, Suite 600, Chicago, IL 60661 and
its telephone number from (561) 798-4294 to (312) 454-0015.
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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.
AMERICAN TELSTAR, INC.
May 27, 2010 By /s/ Lisa Guise
------------------------------
Name: Lisa Guise
Title: President
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