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 October 19, 2004 ------------------- Date of Report (Date of earliest event reported) Livestar Entertainment Group Inc. --------------------------------- (Exact name of registrant as specified in its charter) Nevada ------ (State or other jurisdiction of incorporation) 000-27233 98-0204736 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 62 West 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y 1M7 --------------------------------------------------------------------------- (address of principal executive offices) (604) 682-6541 -------------- (Registrant's telephone number, including area code) Item 3.02 Unregistered Sales of Equity Securities. On October 19, 2004, the registrant issued 80,000,000 shares of Series B preferred stock (the "Shares") to an officer of the registrant. The Shares were issued in exchange for the cancellation of debt in the total amount $20,000.00 which was owed to the officer by the registrant which equates to consideration of $0.00025 per Share. The Shares are convertible at the option of holder into shares of common stock of the registrant on a share for share basis. 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. LIVESTAR ENTERTAINMENT GROUP INC. /s/ Ray Hawkins By: ------------------------------------- Ray Hawkins Date: October 25, 2004 Chief Executive Officer