UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
INTERNATIONAL STAR, INC.
(Exact name of registrant as specified in its charter)
Nevada 86-0876846
(State of organization) (I.R.S. Employer Identification No.)
2808 CHILDRESS, Las Vegas, NV 89109
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 869-8757
Registrant's Attorney: W. Michael Howery, Esq., 4505 S. Wasatch Blvd., Suite
215, Salt Lake City, Utah 84124, (801) 273-1958, Fax (801) 273-1955.
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock,
$0.001 par value per share.
<PAGE>
Randy Simpson CPA, P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Fax & Phone (801) 572-3009
Board of Directors and Stockholders
International Star, Inc.
Las Vegas, NV
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of International Star, Inc., as
of December 31, 1999 and 1998, and the related statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1999 and
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit of the financial statements provides a reasonable
basis for our opinion.
In our opinion, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of
International Star, Inc. as of December 31, 1999 and 1998, and the results of
its operations, shareholders' equity and cash flows for the years ended December
31, 1999 and 1998, in conformity with generally accepted accounting principles.
/S/ Randy Simpson
Randy Simpson, CPA, P.C.
A Professional Corporation
April 28, 2000
Sandy, Utah
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<TABLE>
<CAPTION>
International Star, Inc.
Balance Sheets
Assets
December 31, December 31,
1999 1998
--------- ---------
<S> <C> <C>
Current Assets:
Cash ....................................................................... $ 3,073 $ --
--------- ---------
Total Current Assets . 3,073 --
Fixed Assets:
Equipment & fixtures ....................................................... -- 6,981
Less accumulated depreciation .............................................. -- (6,981)
--------- ---------
Net Fixed Assets . -- --
--------- ---------
Total Assets . $ 3,073 $ --
========= =========
Liabilities and Shareholders' Deficit
Current Liabilities:
Payables and accrued interest .............................................. $ 17,731 $ 13,614
Loans from individuals ..................................................... 80,000 --
Advances from affiliates / stockholders ................................... 99,642 59,284
Loan from affiliate / stockholder .......................................... 57,500 50,000
--------- ---------
Total Current Liabilities . 254,873 122,898
Stockholders' Equity:
Common Stock, $.001 par value; authorized
100,000,000 shares, issued and outstanding 27,480,000 ........................ 27,480 27,480
on December 31, 1999 and 1998.................................................
Excess of par value over paid in capital . (12,480) (12,480)
Accumulated Deficit . (266,800) (137,898)
Total Stockholders' Deficit . (251,800) (122,898)
--------- ---------
Total Liabilities and Stockholders' Deficit $ 3,073 $ --
========= =========
See Accompanying Notes to the Financial Statements.
</TABLE>
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<TABLE>
<CAPTION>
International Star, Inc.
Statements of Operations
Year Ended Year Ended
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Revenue: .................................................................. $ -- $ --
Total Revenue -- --
------------ ------------
Expenses:
Mineral development costs ............................................ 800 23,496
Interest expense ..................................................... 3,891 1,500
Depreciation expense / equipment abandonment ......................... -- 6,283
General and administrative ........................................... 71,506 39,039
Legal & accounting fees .............................................. 52,705 7,627
------------ ------------
Total Expenses 128,902 77,945
------------ ------------
Net Loss $ (128,902) $ (77,945)
============ ============
Weighted Average Shares Common Stock Outstanding .......................... 27,480,000 27,480,000
Net Loss Per Common Share $ (0.005) $ (0.003)
============ ============
See accompanying notes to financial statements
</TABLE>
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<TABLE>
<CAPTION>
International Star, Inc.
Statements of Stockholders' Equity
January 1, 1998 to December 31, 1999
(par value in
excess of paid
Common Common in capital)
Stock Stock Paid-In Accumulated Total
Shares Amount Capital Deficit Equity
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balances at January 1, 1998 27,480,000 $ 27,480 $ (12,480) $ (59,953) $ (44,953)
Net loss year ending December 31, 1998 ................ -- -- -- (77,945) (77,945)
Net loss for year ending December 31, 1999 ............ -- -- -- (128,902) (128,902)
---------- ---------- ---------- ---------- ----------
Balances at December 31, 1999 27,480,000 $ 27,480 $ (12,480) $ (266,800) $ (251,800)
========== ========== ========== ========== ==========
See accompanying notes to financial statements
</TABLE>
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<TABLE>
<CAPTION>
International Star, Inc.
Statements of Cash Flows
December 31, December 31,
1999 1998
--------- ---------
<S> <C> <C>
Cash flows used in operating activities:
Net Loss ........ $(128,902) $ (77,945)
Depreciation expense / equipment abandonment ......................................... -- 6,283
--------- ---------
Net cash used in operations ........ (128,902) (71,662)
Changes to operating assets and liabilities:
Increase (decrease) in accounts payable and accrued interest ......................... 4,117 (4,889)
--------- ---------
Cash flows used in operating acitivities ........ (124,785) (76,551)
Cash flows from financing activities:
Loans from individuals ............................................................... 80,000 --
Advances from stockholders / affiliates .............................................. 40,358 59,139
Loans from stockholders / affiliates ................................................. 7,500 --
Cash flows from financing acitivities ........ 127,858 59,139
--------- ---------
Net increase (decrease) in cash 3,073 (17,412)
Cash at beginning of period ........ -- 17,412
--------- ---------
Cash at End of Period ........ $ 3,073 $ --
========= =========
See accompanying notes to financial statements
</TABLE>
<PAGE>
INTERNATIONAL STAR, INC.
NOTES TO FINANCIAL STATEMENTS
A. ORIGINATION AND HISTORY
International Star, Inc. ("the Company") was incorporated October 28, 1993 as a
Nevada corporation. On November 5, 1993, the Company issued 2,500 shares, no par
value, for cash consideration of $5,000 in a 504 intrastate offering. The
Company amended its articles of incorporation on January 22, 1997 increasing its
authorized common stock from 2,500 shares to 100,000,000 shares and modified its
par value to $.001 per share.
In January 1997, the Company forward split its common stock to 6,000,000 shares
in a 2400:1 exchange. In April 1997, the Company again forward split its stock
5:1, increasing the total outstanding shares to 30,000,000 and in a
reorganization of outstanding shares canceled 17,400,000 shares, forward split
the balance of the shares .8:1 for an additional issuance of 10,080,000 shares
to the 12,600,000 shares outstanding and then issued 300,000 shares to the
shareholders who canceled the 17,400,000 shares, resulting in 22,980,000 shares
outstanding. Also, in April 1997, the Company issued 4,500,000 shares in
consideration of services performed by various individuals and corporations,
which services were valued at $10,000. The 4,500,000-share transaction, which
predates the 5:1 and .8:1 transactions were apparently not impacted by either of
the two aforementioned forward splits, resulting in 27,480,000 shares
outstanding.
In April 1997, the Company entered the waste management business. A loan of
$50,000 was obtained from an affiliated entity, American Holding Group, at 3%,
(no formal loan documents have been drafted), and the Company opened an office
in Idaho Falls, Idaho. Due to a lack of capital, the Company was only able to
obtain a small instrumentation sale for $17,444 to Asia Kingtec Co. LTD., in
Twain, in December 1997. The Company closed its office in January 1998 and
abandoned the computers and office equipment, purchased at $6,981, to the three
individuals who lead the Company into the waste management business.
The three individuals, who had been made officers and directors in connection
with the foray into the waste management business, resigned in August 1999. The
Company accepted the resignations on September 8, 1999.
The Company then refocused its efforts into mining in 1998. On March 3, 1998,
the Company entered into a mineral lease with James R. Ardoin. The lease does
not require any minimum royalty payments, and charges a royalty payment of 2% of
net smelter returns. The term of the lease is for 20 years. The Company has not
commenced commercial operations on the lease.
On July 17, 1998, the Company entered into an extraction agreement with AuRic
Metallurgical Laboratories, Inc., a Utah limited liability corporation, with the
requirement that the Company pay a 1% net smelter return to AuRic for
utilization of its technology.
On October 12, 1998, the Company entered into a letter of intent with North
American Industrial Development Authority, Inc. (NAIDA). NAIDA, of Kingman,
Arizona, indicates that it desires to construct an investment in a mineral
processing plant to process ores from the Company's mineral property. NAIDA will
receive 15% of the total ore produced.
The Company has not maintained a corporate bank account since the termination of
its Idaho operations. The Company's operations are conducted by the Company's
officers and directors through their own accounts. The Company's offices,
general and administrative expenses have all been advanced by these individuals
and corporations and accounted for as advances from affiliates/shareholders. The
Company has no ability to repay its accounts payable, loans and advances from
affiliates as the Company has no assets.
B. LOANS FROM INDIVIDUALS
On August 15, 1999, the Company borrowed $80,000 from four individuals, bearing
an interest rate of 6%. The eighteen-month notes will mature on February 15,
2001. The Company has not paid the principal or interest on these notes, and is
negotiating to convert the notes into common stock. The funds from the notes
were utilized to pay the legal fees in connection with filing of this Form 10,
pay office expenses and costs associated with various business opportunities the
Company has examined.
C. MINERAL LEASE DEVELOPMENT COSTS
The Company obtained a number of mineral leases in Mohave County, Arizona in
1998. The Company conducted preliminary assay sampling and metallurgical testing
of the ores on the property. Although the test results were promising, an
overall depressed precious metals market would not allow commercial development
of the property at this time. The Company has expensed the costs incurred to
date on the project due to the depressed state of the precious metals market.
The company is still seeking joint venture partners for this project.
D. LOANS AND ADVANCES FROM STOCKHOLDERS/OFFICERS
The Company has advanced its operations through loans and advances from its two
principal stockholders. Two of the personal advances have been verbally
converted into loans. The original loan in April 1997, for $50,000, bears
interest at 3%. The other loan in December 1999 for $7,500 bears interest at 8%.
There have been various repayments of the loans/advances, however, for the
aggregate, the loans/advances have continued to increase. The Company's officers
have utilized their personal funds and credit cards to fund the office expenses
of the Company, travel and auto expenses, mineral development costs and other
business opportunity costs. The two individuals have not received any
compensation for their services or interest on the majority of their advances.
The Company has no ability to repay these advances/loans, and it will most
likely require conversion into equity of the Company.
<PAGE>
INTERNATIONAL STAR, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
The interim unaudited financial statements should be read in connection with the
audited financial statements ended December 31, 1999. The amount of the net loss
is a reflection of the available funding to the Company. The size of the
Company's losses is limited to available funding to the Company. International
Star, Inc. is not currently operating any activities which would produce
revenues in the next quarter.
The Company is maintaining its mineral lease properties, although the current
low level of precious metals prices would make it extremely difficult to obtain
funding to commercially develop the mineral leases at this time.
The Company has relied on stockholder advances and loans from individuals to
conduct the development of its mineral property and explore various business
opportunities. The ability of the Company to continue is a function of its
ability to attract outside equity capital. International Star, Inc. owes a total
of $80,000 in notes, which will mature on February 15, 2001. The Company is
negotiating to convert the notes and accrued interest into common stock. It has
no ability to meet its liabilities by cash flow. The Company will attempt to
convert all of its debt into common stock to allow it to obtain additional
capital for future business opportunities.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated May 10, 2000
/s/ Kamal Alawas
CEO, Director
<TABLE> <S> <C>
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<CIK> 0001100788
<NAME> INTERNATIONAL STAR, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
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0
0
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</TABLE>
