Attached files
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): March 24th, 2010
USA URANIUM CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-50101 91-2135425
(State of incorporation (Commission File No.) (I.R.S. Employer
or organization) Identification No.)
40318 Barington Dr.
Palm Desert Ca 92211
(Address of principal executive offices) (Zip Codes)
(949) 280-4323
(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
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 23rd, 2009 the Company executed a Mineral Claim Option and Purchase
Agreement, to option and if warranted purchase a 100% interest in a series of
Twelve (12) mineral mining claims nine (9) patented and three (3) unpatented
known as the Occidental Mine located in Cargo Muchacho Mining District of
Imperial County, California USA from the Daniel and Judy Massagali (the
`Vendors").
As Consideration for the initial Option to Acquire the Occidental Property, the
Company paid the Vendors $5,000 and was required to issue 1,500,000 common
shares to the Vendors. The Company is also required to pay the Vendors a further
$10,000 160 days from the execution of the agreement. To exercise the Option to
acquire the Property the Company must expend a further $250,000 in exploration
of the Property prior to December 1st, 2010 and pay the vendor a further
2,000,000 common shares by that date. Additionally the Company may be required
to pay a cash component dependent upon the results of the exploration program
and the value of the Company's common shares. The cash and share payments shall
not exceed $3,500,000.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Company is currently issuing 1,500,000 shares of its $0.001 par value common
stock. All such sales are being treated as exempt from registration requirements
pursuant to Section 4(2) of the Securities Act of 1933. The issuance of shares
were in conjunction for the acquisition set forth in Item 1.01 of this Form 8-K.
The details of this transaction is as follows: The Company is issuing 1,500,000
shares of its $0.001 par value common stock in conjunction with the option and
purchase agreement of the Occidental mining claims. All shares issued are
restricted shares pursuant to the terms and conditions contained in Rule 144 as
promulgated under the Securities Act of 1933.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT:
On March 24th, 2010, the Board of Directors of the Registrant dismissed Hobe and
Lucas, CPAs (the "Former Accountant") as the Registrant's independent registered
public accountants, and the Board of Directors approved the engagement of
Sadler, Gibb and Associates (the "New Accountant") to serve as the Registrant's
independent registered public accountants for fiscal year 2010. The New
Accountant was engaged on March 24th, 2010.
The Former Accountant was engaged by the Registrant on June 20, 2001. The report
of the Former Accountant on the Company's financial statements for the years
ended May 31, 2002, 2003, 2004, 2005, 2006, and 2007, and the quarters ended
August 30, 2007, November 30, 2007 and February 28th, 2008, did not contain an
adverse opinion or a disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope, or accounting principles, except that such reports
on our financial statements contained an explanatory paragraph with respect to
uncertainty as to the Company's ability to continue as a going concern.
During the period of the Former Accountant's engagement and through the date of
this Current Report on Form 8-K, there have been no disagreements with the
Former Accountant (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the Former Accountant, would have caused them to make reference
thereto in their report on financial statements for any period. The Former
Auditors have advised that the Company is indebted to them in the amount of
$15,240.00.
During the period of the Former Accountant's engagement and through the date of
this Current Report on Form 8-K, there were no reportable events as defined in
Item 304(a)(1)(iv) of Regulation S-K.
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During the period of the Former Accountant's engagement and through the date of
this Current Report on Form 8-K, neither the Registrant nor anyone on its behalf
has consulted with the New Accountant regarding either:
The application of accounting principles to specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements, and neither was a written report provided
to the Registrant nor was oral advice provided that the New Accountant concluded
was an important factor considered by the Registrant in reaching a decision as
to an accounting, auditing, or financial reporting issue; or
Any matter that was either the subject of a disagreement or a reportable event
as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K,
respectively.
The Registrant requested the Former Accountant to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of the letter furnished in response to that
request is filed as Exhibit 16.1 hereto.
On March 24th, 2010, with the prior approval of its Board of Directors, the
Registrant engaged the New Accountant as its independent registered public
accounting firm.
The Company has not consulted with the New Accountant regarding the application
of accounting principles to a specified transaction or the type of audit opinion
that might be rendered on the Company's financial statements during the two most
recent fiscal years through present.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
Effective on January 28th, 2010 Mr. John Perez former Director of Communications
was appointed President and elected Director. The Company will be negotiating a
consulting contract with Mr. Perez. The following is a brief description of Mr.
Perez's business experience:
Mr. Perez age 48, is a precious metals trading specialist in the gold and silver
bullion and equities market. Mr. Perez is a former account executive and
precious metals trader at Monex Gold and Silver Inc., managing a multimillion
dollar gold and silver portfolio trading in the spot markets. Mr. Perez manages
and consults with private equity clients in the precious metals and oil sector
raising private capital and for gold and silver exploration and mining
companies. Previously Mr. Perez managed a private equity real estate investment
fund for a Forbes 400 client. Mr. Perez also spent several years consulting in
the geo-political information realm providing analysis and forecasts for
individuals and private equity clients as customized information to provide
economic and political insights affecting foreign investments. Mr. Perez also
provides communication consulting to Beeston Enterprises Ltd
There have been no transactions between Mr. Perez and the Registrant during the
prior fiscal year which would be required to be reported pursuant to Item 404(a)
of Regulation S-K.
Effective March 24th, 2010 Mr Stephen Spalding was elected to the Board of
Director and appointed to the position of CFO. Following is a brief description
of Mr. Spalding's business experience:
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Stephen Spalding, age 60, is a senior corporate executive. Mr. Spalding is
formerly a consultant with Grant Thorton. Mr. Spalding is also formerly CEO,
Vigilant Privacy Corporation, a private Nevada corporation, from 2003 to 2008
where he procured the firms angel round of financing and lead the organization
while the company's product was transformed from a desktop product to an
enterprise security solution. Previously he was a Partner, Deloitte & Touche
LLP, from 1997 - 2003, responsible for their IDI Practice (Implementation,
Development and Integration) Division. He was formerly a partner at KPMG Peat
Marwick LLP from 1995 - 1997, involved in Strategic Services, Enabling
Technology Practice. Mr. Spalding is currently Assistant Professor, San
Francisco State University, Business Systems Management and Control, Course
Number 507 (Senior/Graduate Level), present. He has an MBA, in Quantitative
Analysis, University of Arizona, 1974. He also has a B.S., Finance and
Management, Eastern Illinois University, 1973, a B.S., Physics (solid state),
Eastern Illinois University, 1969 and a B.S., Mathematics, Eastern Illinois
University, 1969. Mr. Spalding resides in Mill Valley, California
There have been no transactions between Mr. Spalding and the Registrant during
the prior fiscal year which would be required to be reported pursuant to Item
404(a) of Regulation S-K.
Effective January 28th, 2010, Mr Karl Harz, age 59, resigned his position as
President and was appointed to the position of Vice President Business
Development. There have been no disagreements between Mr. Harz and management of
the Company on any matter relating to the registrant's operations, policies or
practices. The Company has provided a copy of the disclosures it is making
herein to Mr. Harz and provided him with an opportunity to furnish the
registrant as promptly as possible with a letter addressed to the registrant
stating whether he agrees with the statements made by the registrant in response
to this Item 5.02, and, if not, stating the respects in which she does not
agree. The Company will file any letter received as an exhibit to an amended 8K.
ITEM 8.01 OTHER EVENTS
The Securities and Exchange Commission (the "Commission") has instituted an
Administrative Proceeding against USA Uranium Corp. (the "Company") alleging
that the Company is delinquent in its periodic filings with the Commission to
determine whether it is appropriate to suspend or revoke the Company's
registration with the Commission pursuant to Section 12(g) of the Securities
Exchange Act of 1934. The Company has responded to the Commission action and is
cooperating with the Commission staff in this matter. The Company's response
indicates that its delinquency is not deliberate and the Company is working to
bring its filings current as soon as possible. The Company is seeking to resolve
this matter by bringing itself current in its filings with the Commission and
avoid a suspension or revocation of its registration with the Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
16.1 Letter from Hobe and Lucas, CPAs, dated March 26th, 2010, to the Securities
and Exchange Commission regarding statements included in this Form 8-K.
99.2 Mineral Claim Option and Purchase Agreement
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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.
Date: March 26, 2009 USA Uranium Corp.
By: /s/ John Perez
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John Perez, Chief Executive Officer
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