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
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DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 1, 2006 (May 30,
2006)
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USCORP.
(Exact
name of registrant as specified in its
charter)
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Nevada
(State
or other jurisdiction of incorporation)
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000-19061
(Commission
File Number)
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87-0403330
(IRS
Employer
Identification
No.)
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4535
W. Sahara Avenue, Suite 204
Las
Vegas, NV 89102
(Address
of principal executive offices and Zip Code)
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Registrant's
telephone number, including area code
(702)
760-6334
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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.
below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
May
30, 2006, USCorp. ("USCorp" or the “Company") entered into an Investment
Agreement with Dutchess Private Equities Fund, L.P. (the "Investor"). Pursuant
to this Agreement, the Investor shall commit to purchase up to $10,000,000
of
our common stock over the course of thirty-six (36) months. The amount that
USCorp shall be entitled to request from each purchase ("Puts") shall be equal
to, at USCorp’s election, either (i) $250,000 or; (ii) two hundred percent
(200%) of the average daily volume (U.S. market only) of our common stock for
the ten (10) trading days prior to the applicable put notice date, multiplied
by
the average of the three (3) daily closing bid prices immediately preceding
the
put date. The put date shall be the date that the Investor receives a put notice
of a draw down by the Company. The purchase price shall be set at ninety-five
percent (95%) of the lowest closing highest posted bid price of the common
stock
during the pricing period. The pricing period shall be the five (5) consecutive
trading days immediately after the put date. There are put restrictions applied
on days between the put date and the closing date with respect to that
particular Put. During this time, USCorp shall not be entitled to deliver
another put notice. Further, the Company shall reserve the right to withdraw
that portion of the “Put” that is below seventy-five percent (75%) of the lowest
closing bid prices for the ten (10) trading day period immediately preceding
each put notice.
We
are
obligated to file a registration statement with the Securities and Exchange
Commission ("SEC") covering the shares of common stock underlying the Investment
Agreement within thirty (30) days after the closing date. In addition, we are
obligated to use all commercially reasonable efforts to have the registration
statement declared effective by the SEC within one hundred and twenty (120)
days
after the filing of the registration statement.
We
claim
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 promulgated thereunder
since, among other things, the transaction did not involve a public offering,
the Investor was an “accredited investor” and/or qualified institutional buyers,
the Investor had access to information about the Company and its investment,
the
Investor took the securities for investment and not resale, and we took
appropriate measures to restrict the transfer of the securities.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not
applicable.
(b)
PRO
FORMA FINANCIAL INFORMATION.
Not
applicable.
(c)
EXHIBITS.
Exhibit
Number
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Description
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10.1
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Investment
Agreement, dated as of May 30, 2006, by and between USCorp and Dutchess
Private Equities Fund, L.P.
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10.2
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Registration
Rights Agreement, dated as of May 30, 2006, by and between USCorp
and
Dutchess Private Equities Fund,
L.P.
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*
Filed
herewith
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.
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USCORP |
Date:
June 1 , 2006
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By:
/s/
Robert Dultz
Robert
Dultz
Chairman
and Chief Executive
Officer
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