AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2007
REGISTRATION NO. 333-________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
Travelstar, Inc.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 68-0406331
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
95 Argonaut St., First Floor, Aliso Viejo, CA 92656
(Address of Principal Executive Offices, Including Zip Code)
2003 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
--------------------
William M. Alverson, President
95 Argonaut St., First Floor, Aliso Viejo, CA 92656
Tel. (949) 837-8101
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Iwona J. Alami, Esq.
Law Offices of Iwona J. Alami
620 Newport Center Drive, Suite 1100
Newport Beach, California 92660
(949) 760-6880
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered(1) Offering Price Aggregate Offering Registration
to be per Share (1) Price (1) Fee
Registered
--------------------------------------------------------------------------------
Common
Stock,
par value
none
5,000,000 $0.27 (2) $ 1,350,000.00 $41.45
--------------------------------------------------------------------------------
Total 5,000,000 $41.45
--------------------------------------------------------------------------------
(1) In accordance with Rule 416 of the General Rules and Regulations under the
Securities Act of 1933 (the "General Rules"), there also are being
registered such indeterminate number of additional Common Shares as may
become issuable pursuant to anti-dilution provisions of the plan.
(2) Computed in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933 solely for purposes of calculating the registration fee based
on the closing market price on December 13, 2007 of $0.27 per share.
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
Registrant's Form S-8 Registration Statements filed with the Securities and
Exchange Commission on April 23, 2004(File No. 333-114787) is hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Travelstar, Inc. (the "Registrant") are incorporated by
reference:
(i) the Registrant's registration statement on Form 10-SB, as amended and
the Registrant's annual report on Form 10-KSB for the fiscal year ended December
31, 2005 and annual report on Form 10-KSB/A-2 for the year ended December 31,
2006, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(ii) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB, filed pursuant to Section
12(g) of the Exchange Act, including any amendment or report subsequently filed
by the Registrant for the purpose of updating that description.
In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
EXHIBITS
*3.1 Articles of Incorporation of Travelstar, Inc. (formerly Joystar, Inc.)
*3.2 Bylaws of Travelstar, Inc.
*4.1 Specimen Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on Form 10-SB).
4.2 2002 Amended Equity and Stock Option Plan.*
4.3 2003 Equity Compensation Plan.*
5 Opinion of Counsel as to the legality of securities being registered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Legal Counsel (included in Exhibit 5).
------------------------
* Previously filed with the Securities Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Aventura, Florida, on December 18, 2007.
Travelstar, Inc.
/s/ William M. Alverson
---------------------------------------
By: William M. Alverson
Its: President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ William M. Alverson Date: December 18, 2007
-------------------------------------------
William M. Alverson, President and Director
/s/ Jerry Galant Date: December 18, 2007
-------------------------------------------
Jerry Galant, Chief Financial Officer
/s/ Katherine West Date: December 18, 2007
-------------------------------------------
Katherine West, Vice President and Director
INDEX TO EXHIBITS
*3.1 Articles of Incorporation of Travelstar, Inc.
*3.2 Bylaws of Travelstar, Inc.
*4.1 Specimen Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on Form 10-SB).
4.2 2002 Amended Equity and Stock Option Plan.*
4.3 2003 Equity Compensation Plan.*
5 Opinion of Counsel as to the legality of securities being registered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Legal Counsel (included in Exhibit 5).
------------------------
* Previously filed with the Securities Exchange Commission.