|   | OMB APPROVAL |
|--------|--------------|

OMB Number: 3235-0416 

Expires: March 31, 2007

Estimated average burden 
| hours per response | 182 |
|--------------------|-----|

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

**FORM 10-QSB**

 

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

**For the quarterly period ended May 31, 2006**

 

OR

 

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from  __________________ to ________________

 

**NEVADA STAR RESOURCE CORP.**

(Exact name of registrant as specified in its charter)

 
| **Yukon Territory, Canada**                    | **000-25489**             | **98-0155690**                    |
|------------------------------------------------|---------------------------|-----------------------------------|
| (State or other jurisdiction of incorporation) | (Commission File  Number) | (IRS Employer Identification No.) |

 
| **10735 Stone Avenue North Seattle, Washington, USA** |   | **98133**  |
|-------------------------------------------------------|--------|------------|
| (Address of principal executive offices)              |   | (Zip Code) |

 

                       **425-467-1836** 

(Issuer's telephone number, including area code)

 

Check  whether  the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes (X) No (  )

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (  ) No (X)

 

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**

**PROCEEDINGS DURING THE PRECEDING FIVE YEARS**

 

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes (  ) No (  )

 

**APPLICABLE ONLY TO CORPORATE ISSUERS**

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 84,269,287 shares

 

Transitional Small Business Disclosure Format (check one) Yes  (  )  No  (X)

 
| SEC 2334 (3-03) | Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form |
|-----------------|------------------------------------------------------------------------------------------------------------------------------------------|
|            | displays a currently valid OMB control number.                                                                                           |  
 

 

 

 

NEVADA STAR RESOURCE CORP.

FORM 10-QSB

FOR THE QUARTERLY PERIOD ENDED MAY 31, 2006

 

 

**PART I. - FINANCIAL INFORMATION**

 

The Registrant falls within the provisions of Rule 13a-13(c)(2) of the Securities Exchange Act of 1934, as amended, and claims exemption thereunder from the requirement to file Part I.

 

**PART II - OTHER INFORMATION**

 

Items deleted are not applicable.

 

**Item 4.  Submission of Matters to a Vote of Security Holders**

 

On April 11, 2006, management of the Company adjourned the annual general and special meeting of shareholders to May 5, 2006. The Board of Directors determined that adjourning the meeting was in the best interests of the Company and its shareholders, in order to ensure that all shareholders were provided with the opportunity to vote on the resolutions presented.  The reconvened meeting was held on May 5, 2006.  The following matters were submitted to a vote of the shareholders at the reconvened meeting:

 

1.

Appointment of Auditors.

 

Smythe Ratcliffe, Chartered Accountants, were appointed as Auditors for the Company to hold office until the close of the next annual general meeting of the Company.  The directors were authorized to fix the remuneration to be paid to the auditors. The following sets forth the tabulation of shares voting for this matter.

 

 

Appoint Auditors

62,522,129

 

For

98.64%

 

 

0

 

Against

0.00%

 

 

5,000

 

Withheld

 

 

 

0

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

1.36%

 

2.

Election of Directors.

 

The following persons were elected Directors of the Company to hold office until the election of Directors at the next Annual General Meeting:

 

Monty Moore

Robert Angrisano

Gerald G. Carlson

Stuart Havenstrite

Richard W. Graeme

Michael W. Sharon

Edward H. Waale

 

The following sets forth the tabulation of shares voting for each Director 

 

 

Monty Moore

62,526,129

 

For

98.64%

 

 

0

 

Against

0.00%

 

 

1,000

 

Withheld

 

 

 

0

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

1.36%

 

 

 

 

 

 

 

 

 

 

 

 

Robert Angrisano

62,526,129

 

For

98.64%

 

 

0

 

Against

0.00%

 

 

1,000

 

Withheld

 

 

 

0

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

1.36%

 

 

 

 

 

 

 

Gerald G. Carlson

62,465,523

 

For

98.64%

 

 

0

 

Against

0.00%

 

 

61,606

 

Withheld

 

 

 

0

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

1.36%

 

 

 

 

 

 

 

Stuart Havenstrite

62,465,523

 

For

98.64%

 

 

0

 

Against

0.00%

 

 

61,606

 

Withheld

 

 

 

0

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

1.36%

 

 

 

 

 

 

 

Richard W. Graeme

62,465,523

 

For

98.64%

 

 

0

 

Against

0.00%

 

 

61,606

 

Withheld

 

 

 

0

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

1.36%

 

 

 

 

 

 

 

Michael W. Sharon

62,465,523

 

For

98.64%

 

 

0

 

Against

0.00%

 

 

61,606

 

Withheld

 

 

 

0

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

1.36%

 

 

 

 

 

 

 

Edward H. Waale

62,465,523

 

For

98.64%

 

 

0

 

Against

0.00%

 

 

61,606

 

Withheld

 

 

 

0

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

1.36%

 

 

3.

Adoption of By-Law #1

 

The motion to pass a special resolution to delete the Company’s former Bylaws and to adopt of a new set of bylaws, Bylaw No. 1 was defeated as the Company did not have the affirmative votes of the holders of not less than 66?% of the votes cast at this meeting.

 

 

By-Law #1

18,194,045

 

For

42.63%

 

 

23,629,616

 

Against

55.36%

 

 

0

 

Withheld

 

 

 

20,703,468

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

2.01%

 

 

 

 

 

4.

Other Business

 

The Proxyholder was given discretion to vote upon any amendment or variation of the above matters or any other matter properly brought before the meeting.  No other business was transacted.

 

 

Other Business

62,369,736

 

For

98.40%

 

 

157,393

 

Against

0.25%

 

 

0

 

Withheld

 

 

 

0

 

Not Voted

 

 

Total shares voted:  63,386,119

858,990

 

In Person

1.36%

 

 

**Item 6.  Exhibits**

 

Exhibit 31.1 – Certification required by Rule 13a-14(a) or Rule 15d-14(a), Monty Moore

 

Exhibit 31.2 – Certification required by Rule 13a-14(a) or Rule 15d-14(a), Robert Angrisano

 

Exhibit 32.1 – Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Monty Moore

 

Exhibit 32.2 – Certification Required by Rule 13d-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 US.C. Section 1350, Robert Angrisano

 

 

 

 

**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 thereunto duly authorized.

 

NEVADA STAR RESOURCE CORP.

 

 

BY:

Date:  July 10, 2006

 

/s/ Monty Moore  

  

 
Monty Moore, Chairman

 

 

BY:

Date:  July 10, 2006

 

/s/ Robert Angrisano  

  

 
Robert Angrisano, President and Chief Executive Officer

 

 

 

 

 

 

  |