8-K 1 uranium8k042709.htm URANIUM STAR CORP. FORM 8-K CC Filed by Filing Services Canada Inc. 403-717-3898

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): April 21, 2009

URANIUM STAR CORP.
(Exact Name of Small Business Issuer as Specified in Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

000-51151

(Commission File Number)

20-0803515

(IRS Employer Identification No.)


520 – 141 Adelaide St. W.,
Toronto, Ontario, Canada

(Address of Principal Executive Offices )


M5H 3L5

(Zip Code)

Small Business Issuer’s telephone number, including area code:   (416) 364-4986

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the small business issuer 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 3.03.  Material Modifications to Rights of Security Holders


On April 26, 2006, the Board of Directors of Uranium Star Corp. ("Uranium Star") issued directors, officers and consultants 3,650,000 warrants, exercisable at $1.00 per share on or before April 26, 2009.  On April 2, 2008, the Board of Directors of Uranium Star amended the 3,650,000 warrants issued directors, officers and consultants to reflect an exercise price of $0.50 per share on or before April 26, 2010.  On April 21, 2009, the Board of Directors of Uranium Star amended the 3,650,000 warrants issued directors, officers and consultants to reflect an exercise price of $0.15 per share on or before April 26, 2010.  



On July 28, 2006, the Board of Directors of Uranium Star issued directors, officers and consultants 515,000 options exercisable at $0.80 per share on or before July 28, 2011.  On April 21, 2009, the Board of Directors of Uranium Star amended the 515,000 options issued directors, officers and consultants to reflect an exercise price of $0.15 per share on or before July 28, 2011.  


On November 27, 2006, the Board of Directors of Uranium Star issued directors, officers and consultants 1,025,000 options exercisable at $0.85 per share on or before November 26, 2011.  On April 21, 2009, the Board of Directors of Uranium Star amended the 1,025,000 options issued directors, officers and consultants to reflect an exercise price of $0.15 per share on or before November 27, 2011.


On March 5, 2007 the Board of Directors of Uranium Star issued directors, officers and consultants 2,570,000 options exercisable at $1.24 per share on or before March 4, 2012.  On October 23, 2007, the Board of Directors of Uranium Star amended the 2,570,000  options issued directors, officers and consultants to reflect an exercise price of $0.55 per share. On April 21, 2009, the Board of Directors of Uranium Star amended the 2,570,000  options issued directors, officers and consultants to reflect an exercise price of $0.15 per share on or before March 4, 2012.


On July 11, 2007, the Board of Directors of Uranium Star issued directors, officers and consultants 3.520,000 options exercisable at $0.59 per share on or before July 11, 2012.  On April 21, 2009, the Board of Directors of Uranium Star amended the 3,520,000 options issued directors, officers and consultants to reflect an exercise price of $0.15 per share on or before July 11, 2012.  



Item 3.02.    Unregistered Sales of Equity Securities

 

On April 24, 2009, we issued 1,600,000 shares of our Common Stock to directors, officers and consultants as 2009 Bonus Compensation Shares for their services to the Company.  The foregoing securities were sold in a private placement transaction to a single accredited investor without engaging in general solicitation of any kind pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder and Regulation S Securities Act of 1933.



Item 9.01.    Financial Statements and Exhibits

None.

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the small business issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

URANIUM STAR CORP.

(Small business issuer)


Date: April 27, 2009

  /s/ Richard E. Schler

Richard E. Schler

President and Chief Executive Officer