ilst_8k-120108.htm
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): December 1, 2008
International
Star, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-28861
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86-0876846
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1818
Marshall Street, Shreveport, Louisiana
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71101
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (318) 464-8687
Not
Applicable
(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 (see General Instruction A.2. below):
International Star, Inc. (“we”, “us” or
the “Company”) files this report on Form 8-K to report the
following:
Item
1.01 Entry
into a Material Definitive Agreement.
On December 1, 2008, we entered into a
Corporate Loan Agreement with Kilpatrick’s Rose-Neath Funeral Homes, Crematorium
and Cemeteries, Inc. (“KRFH”). In connection with the Corporate Loan
Agreement, we issued a Promissory Note to KRFH (collectively with the Corporate
Loan Agreement, the “Loan Documents”). The Loan Documents provide us
with a short-term line of credit of up to $200,000. Funds advanced to
us under the line of credit carry simple interest at the rate of 10% per annum
beginning on the date of each advance. All unpaid principal and
accrued interest on funds advanced under the line of credit is due on March 31,
2009 (the “Maturity Date”). No payments are required until the
Maturity Date. However, for any principal amounts due from us under
the Loan Documents that are not paid within five days after the Maturity Date,
the simple interest rate will increase to 18% per annum effective as of the
Maturity Date. We have the right to prepay any amounts due to KRFH
under the Loan Documents at any time without penalty. We have the
right to pay the amounts due under the Loan Documents, at our election, in the
form of cash payment, issuance of shares of our common stock, or any combination
thereof.
We plan to use the line of credit to
fund our operating and compliance costs during the remainder of 2008 and the
first quarter of 2009. We do not have any revenues and continue to be
dependent on debt and equity financing to meet our immediate cash needs, and we
do not anticipate achieving any revenues through the first quarter of
2009. In the event we are unable to achieve sufficient revenues for
the repayment of the line of credit and to continue our operations, we may be
required to issue shares of our common stock to KRFH and we will need to raise
additional funds through further debt or equity financings. We can
provide no assurance that we will be able to raise the funds necessary for the
repayment of the line of credit and for our continued operations on terms
favorable to us or at all.
In the event we default under the Loan
Documents, KRFH may institute legal action against us. In such event,
KRFH would be entitled to its collection costs, including attorney fees and
courts costs. The line of credit is unsecured.
Our Chairman of the Board, Ms. Virginia
Shehee, may be deemed the beneficial owner of over 50% of the outstanding shares
of KRFH due to the voting power she has obtained pursuant to a voting
agreement. Due to the voting power she has obtained pursuant to a
similar voting agreement, Ms. Shehee may also be deemed the beneficial owner of
over 50% of the outstanding shares of Kilpatrick Life Insurance Company
(“KLIC”), one of our major shareholders. Ms. Shehee serves as
Chairman of the Board of KLIC and until July 1, 2008, served as its President
and Chief Executive Officer. KLIC also employs as its Corporate
Secretary Ms. Jacqulyn Wine. Ms. Wine is our Secretary,
Treasurer/Chief Financial Officer and one of our directors.
Copies of the Corporate Loan Agreement
and Corporate Promissory Note are attached as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K. The foregoing
summary of these documents is qualified in its entirety by the complete text of
the documents.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
Our discussion under Item 1.01 of this
Current Report is hereby incorporated by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Corporate
Loan Agreement, entered into on December 1, 2008, by Kilpatrick’s
Rose-Neath Funeral Homes, Crematorium and Cemeteries, Inc. and
International Star Inc.
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10.2
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Corporate
Promissory Note, dated December 1, 2008, and issued by International Star
Inc. to Kilpatrick’s Rose-Neath Funeral Homes, Crematorium and Cemeteries,
Inc.
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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.
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Dated:
December 5, 2008
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INTERNATIONAL
STAR, INC.
By: /s/
Jacqulyn B.
Wine
Jacqulyn
B. Wine, Secretary & Treasurer
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