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 3,
2010
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 Number)
|
(I.R.S.
Employer Identification No.)
|
10895
Excelsior Blvd., Ste. 203
Hopkins,
MN
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55343
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code: (952) 938-2481
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
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.l4a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR
240. 14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02 Unregistered Sale of Equity Securities
Private Placement
Sales
From
January-October 2010, Viper Powersports Inc. (“the Company”) sold a total of
$1,075,200 of equity units in a private placement with each unit priced at $2.00
consisting of two shares of common stock of the Company and one stock purchase
warrant to purchase an additional common share exercisable at $1.00 per
share. These units were purchased by eight persons who all are
accredited investors, and the Company received net proceeds of $881,200 after
deduction of commissions and other offering expenses. These private
placement sales were made in reliance upon exemption from registration set forth
in Section 4(2) and Rule 506 of the Securities Act of 1933, as
amended.
Conversion of Debt
During
2010, the Company borrowed a total of $850,000 from six individuals who all are
accredited investors, and the Company converted all of this debt plus all
accrued interest thereon in the amount of $94,808 into common stock of the
Company based on $.75 per share, plus a stock purchase warrant for each two
shares to purchase an additional common share exercisable at $l.00 per
share. No commissions were involved in these debt conversions, and
the issuance of common stock for this debt was made in reliance upon exemption
from registration set forth in Section 4(2) of the Securities Act of 1933, as
amended.
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.
Viper Powersports Inc. | |||
Dated:
December 3, 2010
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By:
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/s/ Jerome L. Posey | |
Jerome L. Posey, | |||
Chief Financial Officer | |||