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 of 1934
Date of report (Date of earliest event reported)
November 1, 2007
AMERICAN TELSTAR, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-52387 84-1052279
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
444 Park Forest Way
Wellington, FL 33414
(Address of Principal Executive Offices) (Zip Code)
(561) 798-4294
Registrant's Telephone Number, Including Area Code
________________________________________________________________________________
(Former name or former address, if changed since last report)
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:
|_| 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 5.02 - Departure of Directors or Certain Officers: Appointment of certain
Officers.
Effective November 1, 2007, Michael L. Schumacher resigned as a director and as
secretary, treasurer, and chief financial officer. Michael L. Schumacher had no
disagreements with the registrant that led to his resignation.
Peter Porath, an existing director and current vice-president was appointed and
assumed the duties as chief financial officer upon Mr. Schumacher's resignation.
Also effective November 1, 2007, the board of directors appointed Ralph Amato as
a director and secretary of the Registrant.
Mr. Amato is CEO of Ventana Capital Partners. On November 1, 2007, Ventura
Capital Partners entered into a stock purchase agreement with Pride Equities,
Inc. and Mr. Charles Calello to acquire all of the shares of the Registrant
owned by them, representing approximately 76% of the ownership of the
Registrant. Mr. Schumacher is President and the beneficial controlling
shareholder of Pride Equities, Inc. Mr. Calello is a director and President of
the Registrant.
The stock purchase agreement is subject to a significant contingency related to
obtaining a listing on the OTCBB and therefore no assurance can be given that
the transaction will close. (See the attached copy for the stock purchase
agreement.) If the transaction closes, it would result in a change in control of
the Registrant.
(c) Exhibits.
2.1 Stock Purchase Agreement by and between Pride Equities, Inc., Charles
Calello, Ventana Capital Partners, and Securities Law Institute, dated
November 1, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American
Telstar, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
American Telstar, Inc.
Date: November 2, 2007 By: /s/ Peter Porath
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Peter Porath
Vice-President, Chief Financial Officer
and Director
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
2.1 Stock Purchase Agreement by and between Pride Equities, Inc.,
Charles Calello, Ventana Capital Partners, and Securities Law
Institute, dated November 1, 2007.
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