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): November 15, 2010
AMERICAN TELSTAR, INC.
(Exact name of registrant as specified in charter)
Colorado 000-52387 84-1052279
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
36 Mclean Street, Red Bank, NJ 07701
(Address of principal executive offices)
201-970-4987
(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
November 15, 2010
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 15, 2010, Lisa Guise, the sole officer and director and majority
shareholder (the "Officer") of American Telstar, Inc. (the "Company") entered
into a Note Conversion Agreement (the "Agreement") with the Company pursuant to
which the Issuer issued 3,014,000 shares of its common stock to the Officer in
conversion of debt in the amount of $30,140.00 owed by the Issuer to the
Officer.
Since May 26, 2010, when the Officer became the sole officer and director and
majority shareholder of the Company through October 31, 2010, the Officer loaned
the Company an aggregate of $30,140.00 to fund operating expenses of the
Company. Pursuant to the Agreement, the Company repaid said debt in full by
issuance of 3,014,000 shares of its common stock to the Officer.
The Company is authorized to issue 500,000,000 shares of common stock. Following
the effectiveness of the Agreement, the Company has 3,664,225 shares of common
stock issued and outstanding, of which the Officer owns an aggregate of
3,507,750 shares, representing 95.73% of the Company's issued and outstanding
shares of common stock.
As of December 1, 2010, there were 3,664,225 shares of Company common stock
issued and outstanding. On that date, to the knowledge of the Company, there was
one shareholder who owned beneficially more than 5% of Company common stock. The
table below contains information, as of that date (except as noted below),
regarding the beneficial ownership of that person. Unless otherwise indicated,
we believe that the person listed below has sole voting and investment power
with respect to all the shares of common stock indicated.
Number of
Shares Percent
Beneficially of
Name and Address of Beneficial Owner Owned Class (1)
- ------------------------------------ ----- ---------
Lisa Guise 3,507,750 95.73%
c/o American Telstar, Inc.
36 Mclean Street
Red Bank, NJ 07701
Totals 3,507,750 95.73%
- ----------
(1) Percentage ownership is based on an assumption of 3,664,225 shares of
common stock outstanding as of December 1, 2010. There are no outstanding
options, warrants or other securities convertible into Company common
stock.
The issuance of the common stock to the Officer did not involve any public
offering, and the Company relied upon the exemption from registration of
securities provided by Section 4(2) of the Securities Act of 1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Note Conversion Agreement
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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.
December 7, 2010 By: /s/ Lisa Guise
-------------------------------------
Name: Lisa Guise
Title: President
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