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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 11, 2005
NEVSTAR GAMING AND ENTERTAINMENT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-21071 88-0309578
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
12890 Hilltop Road, Argyle, Texas 76226
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 233-0300
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):
[_] 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))
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Section 1--Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On October 11, 2005, Nevstar Gaming and Entertainment Corporation, a
Nevada corporation ("Nevstar"), entered into a Stock Purchase Agreement by and
between Halter Financial Investments, L.P., a Texas limited partnership ("HFI")
and Nevstar dated October 11, 2005 (the "Stock Purchase Agreement"), pursuant to
which Nevstar sold 75,000,000 newly issued, restricted shares of its common
capital stock, par value $0.01 per share, to HFI. Neither Nevstar nor any of its
affiliates have any relationship with HFI or any of its affiliates other than in
respect of the Stock Purchase Agreement. Following its purchase of the shares
pursuant to the Stock Purchase Agreement, HFI became the holder of approximately
59.7% of Nevstar's issued and outstanding common capital stock.
The Stock Purchase Agreement further provides the following:
o All officers of Nevstar must resign upon execution of the
Stock Purchase Agreement;
o All directors of Nevstar other than William O. Fleischman must
resign upon execution of the Stock Purchase Agreement;
o Nevstar shall, under the direction of HFI, make all necessary
filings to effect a 300 for one reverse split of Nevstar's
common capital stock within 30 days of execution of the Stock
Purchase Agreement;
o Immediately following completion of the 300 for one reverse
split, Nevstar shall sell HFI an additional 723,641 newly
issued, restricted shares of its common capital stock for a
purchase price of $0.30 per share (for an aggregate purchase
price of $217,092.30);
o Immediately following completion of the 300 for one reverse
split, Nevstar shall enter into a Settlement and Stock
Issuance Agreement with W/F Investment Corp., a California
corporation ("W/F Investment"), pursuant to which (i) W/F
Investment shall forgive the approximately $452,875 that it
loaned Nevstar for purposes of providing Nevstar with working
capital, and in return, Nevstar will pay W/F Investment
$100,000 and issue 107,000 newly issued, restricted shares of
it common capital stock to W/F Investment. W/F Investment is a
secured lender of Nevstar and a member of W/F Nevstar LLC, a
California corporation ("W/F Nevstar") and a principal
stockholder of Nevstar. William O. Fleischman, a member and
previously chairman of our board of directors, is the managing
member of W/F Nevstar; and
o Immediately following the execution of the Settlement and
Stock Issuance Agreement referred to above, HFI and W/F
Investment shall enter into a Put Option Agreement pursuant to
which W/F Investment may require HFI to purchase up to 199,869
shares of common capital stock of Nevstar held by W/F
Investment at a price per share of $2.00 at any time during
the period of time (i) commencing 180 days following the
execution of the Stock Purchase Agreement and (ii) ending upon
the earlier of six (6) months following Nevstar's completion
of a transaction whereby Nevstar acquires operating control,
or substantially all of the assets, of a privately held
corporation generating revenues as reported in financial
statements audited in conformity with accounting practices
generally accepted in the United States or two (2) years
following the execution of the Stock Purchase Agreement.
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Section 3--Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On October 11, 2005, pursuant to the terms of the Stock Purchase
Agreement, Nevstar sold 75,000,000 newly issued, restricted shares of its common
capital stock, par value $0.01 per share, to HFI in a private placement
transaction at a price of $0.001 per share, for an aggregate purchase price of
$75,000. The private placement transaction was exempt from the registration
requirements of the Securities Act of 1933, as amended, in reliance upon Section
4(2) thereunder.
Section 5--Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
The contents of Item 3.02 above are incorporated by reference.
Immediately subsequent to and as a result of the closing of the Stock
Purchase Agreement, HFI became Nevstar's controlling stockholder, owning
approximately 59.7% of Nevstar's issued and outstanding shares of common capital
stock. HFI used "working capital" to purchase the stock. As used herein, the
term "working capital" includes income from the business operations of HFI plus
sums borrowed from, among other sources, banks and brokerage firm margin
accounts, to operate HFI in general. Before the execution of the Stock Purchase
Agreement, Nevstar's controlling stockholder was W/F Nevstar. William O.
Fleischman, a member and previously chairman of our board of directors, is the
managing member of W/F Nevstar.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Directors
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On October 11, 2005, upon the execution of the Stock Purchase
Agreement, Douglas Hrdlicka resigned as a member of the Nevstar board of
directors. Following the resignation, the sole remaining director, William O.
Fleischman, adopted resolutions electing Timothy P. Halter to the Nevstar board
of directors, filling the vacancy created by the resignation of Mr. Hrdlicka.
Mr. Fleischman then resigned as chairman of the board, retaining his position as
a director, and the newly constituted board of directors voted to elect Mr.
Halter chairman of the board.
Mr. Halter has been the President and sole shareholder of Halter
Financial Group, Inc., a Texas corporation ("HFG"), since 1995. HFG is a Dallas,
Texas based consulting firm specializing in the areas of mergers, acquisitions
and corporate finance. During 2001, 2002, and 2003, Mr. Halter was also a
registered representative with Founder's Equity Securities, Inc., a NASD member
firm. In 2003, Mr. Halter terminated his relationship with Founder's Equity
Securities, Inc. Mr. Halter currently serves as sole officer and director of two
public companies: DXP Enterprises, Inc., a Texas corporation, and TS
Electronics, Inc., a Delaware corporation.
Executive Officers
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On October 11, 2005, upon the execution of the Stock Purchase
Agreement, William O. Fleischman resigned as Chief Executive Officer and Chief
Financial Officer, and Douglas Hrdlicka resigned as Secretary. The newly
constituted board of directors voted to elect Mr. Halter its sole officer.
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Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following Exhibits have been filed as a part of this
Report:
Exhibit
Number Description of Exhibit
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10.1 Stock Purchase Agreement dated October 11, 2005 by
and between Halter Financial Investments, L.P. and
Nevstar Gaming and Entertainment Corporation (Filed
herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Nevstar Gaming and Entertainment Corporation
/s/ Timothy P. Halter
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Timothy P. Halter,
Sole Officer
DATED: October 11, 2005
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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10.1 Stock Purchase Agreement dated October 11, 2005 by and between
Halter Financial Investments, L.P. and Nevstar Gaming and
Entertainment Corporation (Filed herewith).