SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2012
VIPER POWERSPORTS INC.
(Exact name of Registrant as specified in its charter)
(Registrant’s telephone number)
(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:
Item 3.02 Unregistered Sale of Equity Securities
Effective May 7, 2012, Viper Powersports Inc. (the “Company”) issued 3,681,668 shares of unregistered common stock to seven accredited investors in consideration for their conversion of debt and other financial obligations owed to them by the Company in the total amount of $552,250. This issuance of common stock was a non-public offering not involving any commissions or general solicitation, whereby these seven persons acquired these securities for investment, and standard restrictive legends were placed on the related stock certificates. Accordingly, all of these common shares were offered and sold in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended.
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.