Unassociated Document
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): September 30, 2008
000-19061
(Commission
File Number)
USCORP.
(Exact
name of Registrant as Specified in its Charter)
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NEVADA
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87-0403330
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(State
or Other Jurisdiction
of
Incorporation)
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(I.R.S.
Employer
Identification
No.)
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4535
W. Sahara Ave., Suite 204, Las Vegas, NV 89102
(Address
of principal executive offices) (Zip Code)
(702)
933-4034
(Registrant’s
telephone number, including area code)
____________________________________________________
(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 (see General Instruction A.2):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Forward-Looking
Statements
Statements
in this Current Report on Form 8-K (including the exhibit) that are not purely
historical facts, including statements regarding USCorp's beliefs, expectations,
intentions or strategies for the future, may be "forward-looking statements"
under the Private Securities Litigation Reform Act of 1995. All forward-looking
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from the plans, intentions and expectations
reflected in or suggested by the forward-looking statements. These risks and
uncertainties include USCorp's entry into new commercial businesses, the risk
of
obtaining financing, recruiting and retaining qualified personnel, and other
risks described in USCorp's Securities and Exchange Commission filings. The
forward looking statements in this Form 8-K speak only as of the date hereof,
and USCorp disclaims any obligation to provide updates, revisions or amendments
to any forward looking statement to reflect changes in the USCorp’s expectations
or future events.
Item
1.01 Entry
into a Material Definitive Agreement
On
September 28, 2008, USCorp (the “Company”) entered into an agreement with a
private European fund providing for the sale and purchase of a nonrecourse
convertible promissory note (the “Note”) in the principal face amount of
$1,200,000. The Note bears interest at the rate of four percent (4%) per year,
compounded annually, and is due on March 31, 2011. The Note ranks pari
passu with
the
Company’s other debt obligations. The Note may be repaid by the Company in whole
or in part, upon mutual agreement between the Company and the noteholder. The
Note may be converted into shares of the Company’s Class A Common Stock at a
conversion price of $0.125 per share. Further, the Company issued to the
noteholder one-year warrants to purchase up to 4,800,000 shares of the Company’s
Class A Common Stock at an exercise price of $0.20 per share.
A
copy of
the agreement, note and warrant are filed herewith as Exhibits 10.1, 10.2 and
10.3, respectively.
The
Company is providing this report in accordance with Rule 135c under the
Securities Act of 1933, as amended (“Rule 135c”), and the notice contained
herein does not constitute an offer to sell the Company’s securities, and is not
a solicitation for an offer to purchase the Company’s securities. The securities
offered have not been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or
an
applicable exemption from the registration requirements.
Item
2.03 Creation
of a Direct Financial Obligation or an obligation Under an Off-Balance Sheet
Arrangement of a Registration.
See
Item
1.01 above.
Item
3.02 Unregistered
Sales of Equity Securities
See
Item
1.01 above.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Act”) for the private placement of these
securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation
D
and/or Regulation S promulgated thereunder since, among other things, the
transaction does not involve a public offering, the Investor is an “accredited
investor” and/or qualified institutional buyer, the Investor has access to
information about the Company and its investment, the Investor will take the
securities for investment and not resale, and the Company is taking appropriate
measures to restrict the transfer of the securities.
Item
8.01 Other Events
On
September 29, 2008, the Company issued a press release announcing that it had
consummated a financing with a private European fund. In accordance with Rule
135c, a copy of the press release titled, “USCorp, a junior gold Exploration
Company, Reports $2.16 Million Financing Agreement” is filed herewith as Exhibit
99.1.
Item
9.01 Financial Statements and Exhibits
9.01
(d) Exhibits
10.1 Form
of
Holder's Stock Purchase Agreement and Receipt Per Terms of the Convertible
Debenture Note
10.2 Form
of
Convertible Debenture Note
10.3 Form
of
Warrant
99.1 Press
Release titled, “USCorp,
a junior gold Exploration Company, Reports $2.16 Million Financing
Agreement”
SIGNATURE
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.
Dated:
September 30, 2008
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USCORP
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By:
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\s\
Larry Dietz
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Name:
Larry Dietz
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Title:
President and Secretary
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