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): ~~October~~April 136, ~~2010~~2011

International Star, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-28861	86-0876846
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1818 Marshall Street, Shreveport, Louisiana	71101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (318) 464-8687

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 (see General Instruction A.2. below):

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

International Star, Inc. (“we”, “us” or the “Company”) files this report on Form 8-K to report the following:

Item 1.01 Entry into a Material Definitive Agreement.

On ~~October~~April 136, ~~2010~~2011, we entered into a ~~loan~~mining ~~transaction~~lease agreement (the “Lease Agreement”) with ~~Beaird~~La ~~Operating~~Cuesta ~~Companies~~International, ~~LLC~~Inc., an Arizona corporation (“~~Beaird~~LCI”), ~~through~~to ~~which~~acquire wethe ~~borrowed~~exclusive ~~total~~right ~~principal~~to ~~of $200~~explore,~~000. In~~ ~~connection~~develop ~~with~~and ~~the~~mine ~~loan,~~certain welode ~~issued~~mining aclaims ~~Promissory~~held ~~Note~~by LCI (collectively, the “~~Note~~Mining Property”). The toMining ~~Beaird~~Property consists of five (5) lode mining claims covering the former Van Deeman gold mine located in the northern Black Mountains in Mohave County, Arizona. ~~Under~~The ~~the~~Lease ~~terms~~Agreement is effective as of ~~the~~April ~~Note~~1, ~~the~~2011, ~~proceeds~~for a term of the ~~loan~~ten ~~carry~~(10) ~~simple~~years ~~interest~~and atmay be earlier terminated by the ~~rate~~parties ofor ~~12%~~extended ~~per~~indefinitely ~~annum~~as ~~beginning~~long onas ~~the~~minerals ~~date~~are ofproduced from the ~~loan. All~~Mining ~~unpaid~~Property ~~principal~~ and ~~accrued~~sold ~~interest~~in iscommercial ~~due~~quantities onor ~~December~~we ~~13,~~continue ~~2011~~making (the ~~“Maturity~~specified ~~Date”)~~rental payments. NoWe ~~payments~~ are required ~~until~~to make rental payments every six months, beginning upon signing of the ~~Maturity~~lease, ~~Date. However~~in an amount of $5,000 for ~~any~~each ~~principal~~of ~~amount~~the ~~due~~first ~~from~~two ussix-month ~~under~~periods, $7,500 for each of the ~~Note~~next ~~that~~two isperiods, ~~not~~and ~~paid~~$10,000 onper orperiod ~~before~~thereafter. Upon commencement of commercial mineral production on the ~~Maturity~~Mining ~~Date~~Property, we must pay to LCI the ~~unpaid~~greater ~~principal~~of ~~balance~~2% ~~due~~of ~~will~~the ~~increase~~net bysmelter ~~1.5~~returns ~~times~~or $10,000 during each calendar quarter in which we produce and ~~such~~sell ~~increased~~ores ~~principal~~and ~~amount~~minerals ~~will~~from ~~accrue~~the ~~simple~~Mining ~~interest~~Property atin acommercial ~~rate~~quantities. The ofLease ~~12%~~Agreement ~~per~~also ~~annum~~grants ~~effective~~us asthe ofoption to purchase the ~~Maturity~~mining ~~Date~~claims comprising the Mining Property for $200,000, with prior rental and royalty payments being applied to the purchase price. WeIf ~~have~~we ~~the~~do ~~right~~not exercise our option to ~~prepay~~purchase ~~any~~the ~~amounts~~Mining ~~due~~Property, LCI is required to ~~Beaird~~transfer ~~under~~all interests in the ~~Note~~property atto ~~any~~us ~~time~~once ~~without~~we ~~penalty~~have made rental and royalty payments totaling an aggregate of $2,000,000.

InOn ~~connection~~April ~~with~~25, ~~the loan~~2011, we ~~issued~~entered tointo ~~Beaird~~a ~~warrants~~loan ~~(the~~transaction ~~“Warrants”)~~with toBeaird ~~purchase~~Operating ~~up to 20~~Companies,~~000,000~~ ~~shares~~LLC of(“Beaird”) ~~our~~through ~~common~~which ~~stock~~we atborrowed antotal ~~exercise~~principal ~~price~~ of $0150,000.~~01 per share.~~ ~~The~~In ~~Warrants~~connection ~~expire~~with on the ~~later~~loan, ofwe ~~the~~issued ~~second~~a ~~anniversary~~Promissory ofNote (the ~~date~~“Note”) ofto ~~issuance~~Beaird. Under or the ~~date~~terms ~~all~~of ~~principal due under~~ the Note, isthe ~~fully~~proceeds ~~paid. The~~of ~~exercise~~the ~~price~~loan ~~may~~carry besimple ~~paid~~interest inat ~~cash~~the orrate ~~by a reduction~~ of ~~the~~12% ~~principal~~per ~~amount~~annum ~~owed~~beginning on the ~~Note~~date ~~equal~~of to the ~~exercise~~loan. All ~~price,~~unpaid orprincipal byand aaccrued ~~combination~~interest ofis ~~cash~~due ~~payment~~on ~~and~~December a13, ~~reduction~~2011 of (the ~~principal~~“Maturity ~~amount~~Date”). No ~~owed~~payments onare ~~the~~required ~~Note. We~~until ~~believe~~ the ~~issuance~~Maturity ofDate. However, ~~these~~for ~~securities~~any ~~was~~principal ~~exempt~~amount due from ~~registration~~us under ~~Rule~~the ~~506~~Note ofthat ~~Regulation~~is Dnot ~~promulgated~~paid ~~under~~on ~~Section~~or ~~4(2)~~before of the ~~Securities~~Maturity ~~Act of 1933 (the “Securities Act”). In addition~~Date, the ~~Stock~~unpaid ~~Purchase~~principal ~~Warrant~~balance ~~Agreement~~due ~~with~~will ~~respect~~increase toby ~~the~~1.5 ~~Warrants~~times ~~included~~and ~~certain~~such ~~piggyback~~increased ~~registration~~principal ~~rights~~amount ~~under~~will ~~which~~accrue ~~Beaird~~simple ~~may~~interest ~~register~~at ~~for~~a ~~resale~~rate ~~shares~~of ~~held~~12% byper ~~Beaird~~annum ifeffective weas ~~propose~~of tothe ~~register~~Maturity ~~shares~~Date. We ofhave ~~our~~the ~~common~~right ~~stock~~to ~~(or~~prepay any ~~security~~amounts ~~which~~due isto ~~convertible~~Beaird ~~into~~under orthe ~~exchangeable~~Note orat ~~exercisable~~any ~~for~~time ~~common~~without ~~stock) under the Securities Act~~penalty.

WeIn ~~plan~~connection with the loan, we issued to ~~use~~Beaird warrants (the ~~proceeds~~“Warrants”) ofto ~~the~~purchase ~~loan~~up to ~~fund~~15,000,000 shares of our ~~current~~common ~~and~~stock ~~expected~~at ~~short-term~~an ~~operating~~exercise ~~and~~price ~~exploration~~of ~~costs~~$0.01 ~~and~~per ~~certain~~share. The ~~outstanding~~Warrants ~~expenses~~expire ~~and~~on ~~for~~the ~~general~~later ~~working~~of ~~capital~~the second anniversary of the date of issuance or the date all principal due under the Note is fully paid. WeThe doexercise ~~not~~price ~~have~~may ~~any~~be ~~revenues~~paid ~~and~~in ~~continue~~cash toor beby ~~dependent~~a onreduction ~~debt~~of ~~and~~the ~~equity~~principal ~~financing~~amount owed on the Note equal to ~~meet~~the ~~our~~exercise ~~immediate~~price, or by a combination of cash ~~needs,~~payment and wea doreduction ~~not~~of ~~anticipate~~the ~~achieving~~principal ~~any~~amount ~~revenues~~owed ~~during~~on ~~2010~~the Note. InWe believe the ~~event~~issuance weof ~~are~~these ~~unable~~securities towas ~~achieve~~exempt ~~sufficient~~from ~~revenues~~registration ~~for~~under ~~the~~Rule ~~repayment~~506 of ~~the~~Regulation ~~Note,~~D wepromulgated ~~will~~under ~~need~~Section to4(2) ~~raise~~of ~~additional~~the ~~funds~~Securities ~~through~~Act ~~further~~of ~~debt~~1933 or(the ~~equity~~“Securities ~~financings~~Act”). WeIn ~~can~~addition, ~~provide~~the noStock ~~assurance~~Purchase ~~that~~Warrant weAgreement ~~will~~with berespect ~~able~~ to ~~generate~~the ~~revenues~~Warrants orincluded ~~raise~~certain ~~the~~piggyback ~~funds~~registration ~~necessary~~rights under which Beaird may register for ~~the~~resale ~~repayment~~shares ofheld ~~the~~by ~~Note~~Beaird ~~and~~if ~~for~~we propose to register shares of our ~~continued~~common ~~operations~~stock on(or ~~terms~~any ~~favorable~~security towhich usis convertible into or atexchangeable ~~all~~or exercisable for common stock) under the Securities Act.

~~The~~We ~~Note~~plan isto ~~secured~~use ~~by a 49% interest in~~ the ~~mineral~~proceeds ~~rights~~ of ~~our~~the ~~mining~~loan ~~claims~~to infund our ~~Detrital~~current ~~Wash~~and ~~Property~~expected inshort-term ~~Mohave~~operating ~~County,~~and ~~Arizona,~~exploration costs and incertain ~~the~~outstanding ~~revenues~~expenses ~~generated~~and byfor orgeneral ~~from~~working ~~such properties~~capital. AtWe ~~our~~do ~~election,~~not wehave ~~may~~any ~~convert~~revenues ~~the~~and ~~security~~continue ~~interest~~ to abe ~~priority~~dependent ~~security interest~~ on ~~49%~~debt ofand ~~our~~equity ~~share~~financing ofto ~~proceeds~~meet ~~from~~our ~~any~~immediate ~~joint~~cash ~~venture~~needs. In orthe ~~licensing~~event ~~agreement in which~~ we ~~may~~are ~~enter~~unable ~~in order~~ to ~~develop~~achieve ~~the~~sufficient ~~above-referenced~~revenues ~~mining~~for ~~claims,~~the ~~subject~~repayment toof ~~certain conditions. In~~ the ~~event~~Note, we ~~default~~will ~~under~~need ~~the~~to ~~Note,~~raise ~~Beaird~~additional ~~may~~funds ~~institute~~through ~~legal~~further ~~action~~debt ~~against~~or usequity financings. InWe ~~such~~can ~~event,~~provide ~~Beaird~~no ~~would~~assurance that we will be ~~entitled~~able to ~~its~~generate ~~collection~~revenues ~~costs,~~or ~~including~~raise ~~attorney~~the ~~fees~~funds ~~not~~necessary tofor ~~exceed~~the ~~20%~~repayment of the ~~amount~~Note ~~sought~~and for our continued operations on terms favorable to beus ~~collected~~or at all.

~~Copies~~The ofNote is secured by a 49% interest in the ~~Promissory~~mineral ~~Note,~~rights ~~Security~~of ~~Agreement~~our current and ~~Stock~~future ~~Purchase~~mining ~~Warrant~~claims ~~Agreement~~located ~~are~~in ~~attached~~Mohave asCounty, ~~Exhibits~~Arizona, 10and in the proceeds generated by or from such properties (the “Security Interest”).1 In connection with this transaction, ~~10.2~~we amended and ~~10.3~~restated our previous security agreement with Beaird dated October 13, ~~respectively~~2010, which provided subtantially the same security interest for a $200,000 loan to ~~this~~us ~~Current~~by ~~Report~~Beaird on ~~Form~~such ~~8-K~~date and which has been previously disclosed (the “October 2010 Loan”), to provide that the Security Interest shall secure both the Note and October 2010 Loan. ~~The~~At ~~foregoing~~our ~~summary~~election, we may convert the Security Interest to a priority security interest on 49% of ~~these~~our ~~documents~~share isof ~~qualified~~proceeds from any joint venture or licensing agreement in ~~its~~which ~~entirety~~we bymay enter in order to develop the ~~complete~~above-referenced ~~text~~mining claims, subject to certain conditions. In the event we default under the Note, Beaird may institute legal action against us. In such event, Beaird would be entitled to its collection costs, including attorney fees not to exceed 20% of the ~~documents~~amount sought to be collected.

Copies of the Lease Agreement, Promissory Note, Security Agreement, and Stock Purchase Warrant Agreement are attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K. The foregoing summary of these documents is qualified in its entirety by the complete text of the documents.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Our discussion under Item 1.01 of this Current Report is hereby incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Our discussion under Item 1.01 of this Current Report is hereby incorporated by reference.

In addition, on April 25, 2011, concurrently with the loan transaction described above, we sold to Beaird 12,500,000 shares of our common stock at a price of $0.008 per share for an aggregate of $100,000. We believe the issuance of these securities was exempt from registration under Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act. These shares were not issued in connection with the exercise of any stock warrants previously issued to Beaird.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		~~Corporate~~Mining ~~Promissory~~Lease ~~Note,~~With ~~dated~~Option ~~October~~To 13Purchase, ~~2010,~~by and ~~issued~~between byLa ~~International~~Cuesta ~~Star~~International, Inc. toand ~~Beaird~~International ~~Operating Companies~~Star, ~~LLC~~Inc.
10.2		~~Security~~Corporate ~~Agreement~~Promissory Note, ~~entered~~dated ~~into~~April ~~on October 13~~25, ~~2010~~2011, byand ~~Beaird~~issued ~~Operating~~by ~~Companies, LLC and~~ International Star, Inc. to Beaird Operating Companies, LLC
10.3		~~Stock~~Amended ~~Purchase~~and ~~Warrant~~Restated Security Agreement, entered into on ~~October~~April 1325, ~~2010~~2011, by ~~and~~Beaird ~~between~~Operating ~~International Star~~Companies, ~~Inc.~~LLC and ~~Beaird~~International ~~Operating Companies~~Star, ~~LLC~~Inc.
10.4		Stock Purchase Warrant Agreement, entered into on April 25, 2011, by and between International Star, Inc. and Beaird Operating Companies, LLC
10.5		Subscription and Indemnification Agreement dated April 25, 2011, between International Star, Inc. and Beaird Operating Companies, LLC

SIGNATURES:

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.

Dated: ~~October~~April 1929, ~~2010~~2011 INTERNATIONAL STAR, INC. By: /s/ Jacqulyn B. Wine Jacqulyn B. Wine, Secretary & Treasurer

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