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): December 8, 2010 (December 3,
2010)
Keyser
Resources, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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333-159561
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39-2077578
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4900
California Ave., Tower B-210, Bakersfield, CA 93309
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (661) 377-2911
621
Sherwood Circle NW, Calgary, Alberta T3R 1R3
(Former Address of Principal
Executive Offices)
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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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FORWARD-LOOKING
STATEMENTS
Certain statements contained in this
Current Report on Form 8-K constitute “forward-looking statements.” These
statements, identified by words such as “plan,” “anticipate,” “believe,”
“estimate,” “should,” “expect” and similar expressions include our expectations
and objectives regarding our future financial position, operating results and
business strategy. These statements reflect the current views of management with
respect to future events and are subject to risks, uncertainties and other
factors that may cause our actual results, performance or achievements, or
industry results, to be materially different from those described in the
forward-looking statements. Such risks and uncertainties include those set forth
in this Current Report on Form 8-K. We do not intend to update the
forward-looking information to reflect actual results or changes in the factors
affecting such forward-looking information. We advise you to carefully review
the reports and documents we file from time to time with the Securities and
Exchange Commission (the “SEC”), particularly our Annual Report on Form 10-K,
our Quarterly Reports on Form 10-Q and our Current Reports on Form
8-K.
As used in this report, the terms “we,”
“us,” “our,” “Keyser,” and the “Company” means Keyser Resources, Inc., unless
otherwise indicated.
ITEM
3.02 Unregistered Sales of Equity Securities.
On
December 3, 2010, Keyser Resources, Inc. (the “Company”), completed a private
placement (the “Private Placement”) of 300,000 Units to New World Petroleum
Investments, Inc. (“New World”). Each Unit consisted of one share of Common
Stock, $0.001 par value per share, of the Company (“Common Stock”), and one
share purchase warrant (a “Warrant”). Each Warrant entitles the holder to
purchase one additional share of Common Stock at a price of $1.25 per share at
any time until December 3, 2013. The Company sold each Unit at a price of $1.00
per Unit, which represents total proceeds of $300,000 to the
Company.
According
to the terms of the Subscription Agreement executed by the Company and New World
with respect to the Private Placement, New World has committed to purchase from
the Company an additional 150,000 Units, which will be issued and sold on or
before January 4, 2011, upon receipt of the remaining purchase price of $150,000
from New World.
The
proceeds of the Private Placement will be used to make a short-term loan to
American Liberty Petroleum Corp., a Nevada corporation (“ALP”), and for general
operating expenses. In consideration of the loan, ALP has executed a Promissory
Note payable to the order of the Company, in the original principal amount of
$290,000. The Promissory Note provides that interest will accrue at the rate of
six percent (6%) per annum, with all principal and accrued interest thereon
being due and payable on February 28, 2010. Alvaro Vollmers, the sole
director and officer of the Company, is also the sole director and officer of
ALP. The Company and ALP are currently negotiating a possible sale by
ALP to the Company of certain assets of ALP; however, they have not agreed upon
final terms for such a transaction. If such a sale is completed, the
loan would be forgiven or paid in full as part of the purchase price payable by
the Company for such assets. ALP’s rights with respect to the assets
in question are contingent on it making certain cash payments to a third party
with respect to those assets, and ALP has agreed with the Company that $250,000
of the proceeds of the loan will be used for those payments, in order to secure
the Company’s potential interests in such assets.
Upon the
initial issuance of the Units in the Private Placement on December 3, 2010, New
World owned 300,000 shares of Common Stock, or 4.9% of the issued and
outstanding shares of the Common Stock of the Company. If the
remaining subscription obligation is fulfilled, New World will own approximately
7.2% of the outstanding Common Stock of the Company.
Neither
the Units, nor the shares of Common Stock and Warrants comprising the Units,
were registered under the Securities Act of 1933. The Private Placement was
completed in reliance upon an exemption from registration pursuant to Regulation
S promulgated under the Securities Act of 1933. New World has represented to the
Company that it is not a US person as defined in Regulation S, and that it is
acquiring the securities issued by the Company for investment purposes only and
not with a view towards distribution.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
December 8, 2010
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KEYSER
RESOURCES, INC.
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By:
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/s/
Alvaro Vollmers
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President,
Treasurer and Secretary
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