5850 Cameron Run Terrace, Ste. 918, Alexandria, VA 22303
(Address of principal executive offices and zip code)
Tel: (703) 232-1726; Fax: (520) 844-9162
(Registrants telephone number, including area code)
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 I4a-12 under the Exchange Act (17CFR240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, Filings) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words anticipate, believe, estimate, expect, future, intend, plan or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect managements current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled Risk Factors) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Unregistered Sales of Equity Securities
On March 29, 2011, we issued two-million (2,000,000) shares of our common stock, $0.001 par value, to Blue Water Restaurant Group, Inc. (Blue Water), a Nevada corporation, in exchange for two-million shares of Blue Waters common stock, $0.001 par value. We valued these shares at one-cent (US$0.01) per share, or twenty-thousand (US$20,000) in aggregate. In connection with this issuance, we relied upon the exemption from the registration requirements pursuant to the provisions of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering. Blue Water represented that they took the securities for investment purposes without a view to distribution and had access to information concerning our business and its prospects, as required by the Securities Act. Further, there was no general solicitation or advertising for the acquisition of these securities. These securities have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The securities issued bore an appropriate restrictive legend.
After this issuance, and as of the date of this current report, we had 9,375,000 shares of common stock issued and outstanding.
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.
ISLAND RADIO, INC.
Dated: March 30, 2011
/s/ Eric Boyer
President, Chief Executive Officer,
Principal Executive Officer and Director