(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 (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))
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
November 28, 2006, Star Energy Corporation (“Star”) entered into a Stock
Purchase Agreement with Elecsbrokers, a Russian limited liability society,
and
Kommunarskoe NGDU, a Russian limited liability society.
Kommunarskoe NGDU is a wholly-owned subsidiary of Elecsbrokers. Pursuant to
the
Stock Purchase Agreement, Star agreed to purchase from Elecsbroker 6,000,000
shares (representing 51%) of the issued and outstanding shares of common stock
of Kommunarskoe NGDU. In consideration therefor, Star will issue to Elecsbroker
6,000,000 shares of Star’s common stock.
The
consummation of such transactions will take place at a closing to be held at
a
later date. Such closing will not take place unless and until certain conditions
have occurred. If and when the transaction is consummated, Star will file a
Form
8-K/A to disclose the details of the consummation of the business combination
and the business of Kommunarskoe NGDU, together with all other material items
of
disclosure, including without limitation, audited financial statements of
Kommunarskoe NGDU. The conditions to the closing include, among other events,
the following: Star shall have completed its due diligence investigation of
Kommunarskoe NGDU to its satisfaction; and there shall have been prepared
audited financial statements of Kommunarskoe NGDU required to be filed with
the
Securities and Exchange Commission on Star’s Form 8-K/A in connection with the
closing. Either Star or Elecsbrokers may terminate the Stock Purchase Agreement
if the conditions to closing have not been satisfied within 60 days after the
date of the agreement.
Star
also
agreed to issue to IAB Island Ventures SA 2,000,000 shares of Star’s common
stock pursuant to a Registration Statement on Form S-8 to be filed by Star
with
the Securities and Exchange Commission at a later date. Such shares will be
issued in consideration for certain services rendered by IAB Island Ventures
SA
in connection with the Stock Purchase Agreement.
For
all
the terms of the Stock Purchase Agreement, reference is hereby made to such
agreement annexed hereto as Exhibit 10.1. All statements made herein concerning
such agreement are qualified by references to said exhibit.
Stock
Purchase Agreement, dated November 28, 2006, among Star Energy
Corporation, Elecsbrokers, and Kommunarskoe
NGDU
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Star Energy
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
