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 15, 2011


 
VIPER POWERSPORTS INC.
(Exact name of Registrant as specified in its charter)
 
Nevada
000-51632
41-1200215
(State or other jurisdiction of incorporation or organization)
(Commission File No)
(IRS Employer Identification No.)
 
2458 West Tech Lane, Auburn, AL
36832
(Address of principal executive offices)
(Zip Code)
 
(334) 887-4445
(Registrant’s telephone number)

Not Applicable
(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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CER 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12)

o
Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

o
Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 

 
 
 
Item 3.02  Unregistered Sale of Equity Securities

     On December 12, 2011, Viper Powersports Inc. (the “Company”) completed a private placement of a total of 3,500,000 shares of common stock to ten accredited investors at $.15 per share.  This issuance of common stock was a non-public offering not involving any general solicitation whereby these ten accredited investors received such securities for investment with standard restrictive legends on the related stock certificates, and was effected in reliance upon the exemption from registration contained in Section 4(2) of the federal Securities Act of 1933.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
                                  
Dated: December 15, 2011      Viper Powersports Inc.  
       
 
By:
/s/ Timothy Kling  
    Timothy Kling  
    Chief Financial Officer