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LSTS > SEC Filings for LSTS > Form 8-K on 7-Mar-2013All Recent SEC Filings

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Form 8-K for LUSTROS INC.


7-Mar-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities,


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 1, 2013, Lustros Inc. (the "Company") and Global Investments I LLC, whose sole member is William Farley, the Company's CEO and Chairman of the Board, ("Global") entered in to a Stock Purchase Agreement (the "Stock Purchase Agreement"), whereby Global agreed to purchase 818,182 shares of common stock of the Company (the "Common Stock") for a purchase price of $0.55 per share.

Following the transactions contemplated in this Stock Purchase Agreement, Global beneficially owned 6.2% of the Company's outstanding Common Stock and William Farley beneficially owned 12.9% of the Company's outstanding Common Stock.

The preceding discussion is qualified in its entirety by the full text of the amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On March 1, 2013, the Company and Angelique de Maison, ("de Maison") entered in to a Stock Purchase Agreement (the "Stock Purchase Agreement"), whereby de Maison agreed to purchase 181,818 shares of Common Stock for a purchase price of $0.55 per share.

Following the transactions contemplated in this Stock Purchase Agreement, de Maison beneficially owned 20.9% of the Company's outstanding Common Stock.

The preceding discussion is qualified in its entirety by the full text of the amendment, which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Reference is made to the information provided under item 1.01 of this Report, which is incorporated herein by this reference. All issuances of the Company's securities pursuant to the above have been made, or will be made, in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. No general solicitation or advertising was used in connection with the sale of the shares, and the Company has imposed appropriate limitations on resales. There was no underwriter involved.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit    Description
10.1       Stock Purchase Agreement between Lustros Inc. and Global Investments
           I, LLC dated March 1, 2013.

10.2       Stock Purchase Agreement between Lustros Inc. and Angelique de Maison
           dated March 1, 2013.

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