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: August 24th, 2009
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)
(310)425-5731
(Registrant's telephone number, including area code)
2300 West Sahara Avenue, Suite 800
Las Vegas, NV 89102
(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 August 24th, 2009 the Company entered into a Mineral Claim Option and
Purchase Agreement, to option and if warranted purchase a 100% interest in a
series of eighteen (18) unpatented mineral mining claims known as the La Dama de
Oro property located in Sections 9-11, 14, and 15, Township 6 North, Range 2
West, San Bernadino Meridian, along the southwest flank of Sidewinder Mountain,
15 miles east-northeast of Victorville, California USA from the Burleson Family.
As Consideration for the initial Option to Acquire the La Dama de Oro Property,
the Company is required to issue 3,000,000 common shares to the vendor. To
exercise the Option to acquire the Property the Company must expend a further
$250,000 in exploration of the Property prior to August 24th, 2010 and pay the
vendor a further 7,000,000 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 $10,000,000.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Company is currently issuing 3,000,000 shares of it's $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 3,000,000 shares of its $0.001 par value common stock in conjunction
with the option and purchase agreement of the La Dama de Oro 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
Effective on August 23rd, 2009 Mr. John Perez was appointed Director of
Communications. 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 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
Effective on July 14th, 2009 Dr. Earl Abbott was appointed Director of Mining
Operations in addition to his service as a member the Board of Directors since
June of 2007
Effective July 13th, 2009, Mr S. Spalding resigned his positions as President
and as a member of the Board of Directors. On the same date, Mr. Karl Harz was
also appointed as President There have been no disagreements between Mr.
Spalding 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. Spalding 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 he does not agree. The Company will file any letter received
as an exhibit to an amended 8-K.
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Effective April 21st, 2009, Mr G Campbell resigned his positions as CEO and CFO
and as a member of the Board of Directors. There have been no disagreements
between Mr. Campbell 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. Campbell 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 he does not agree. The Company will file any letter received
as an exhibit to an amended 8-K.
On the same date, Mr. Karl Harz was appointed as CEO and CFO and was elected a
member of the Board of Directors. There are no arrangements or agreements by
which Mr. Harz was appointed to the Board. There have been no transactions
between Mr. Harz and the Registrant during the prior fiscal year which would be
required to be reported pursuant to Item 404(a) of Regulation S-K.
Following is a brief description of Mr. Harz's business experience:
Mr. Harz, 59, has an extensive background in sales, administration and finance
including Personal Financial Planning, Public Company Financing and
Administration, and Conventional and Private Real Estate Funding. He attended
Farleigh Dickinson University in Teaneck, N.J., and graduated with a Bachelor of
Science in Marketing and a Masters in Business Administration. Mr. Harz has
previously been instrumental in the development and management of several major
corporations including Transitional Housing Inc., a contract that was awarded
through the Department of Justice: Province Service Corporation, a servicing arm
of the mortgage companies; and presently, Alternative Funding Sources, Inc. Mr.
Harz has managed and coordinated several major sales organizations with an
emphasis on Real Estate properties, Trust Deed investments, Limited Partnership
interests, and Public and Private Corporate Security products. Presently, Mr.
Harz holds a California Real Estate Broker License and has held L&D Insurance
Broker's license along with Series 22 and 63 Licenses as an NASD Registered
Representative
ITEM 8.01 OTHER EVENTS
On July 31, 2009, the Company entered into an Option to Enter Into a Joint
Venture Agreement (the "Agreement"). Under the terms of the Agreement, upon
meeting its obligations under the Agreement, Mariposa will have the right to
enter into a Joint Venture Agreement with USA Uranium ("USAU"), for the
management and ownership of the Jack Creek Project, a mining project located in
Elko County, Nevada. The Company would earn an undivided 50% interest of the
Project.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 - Mineral Claim Option and Purchase Agreement
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: August 25, 2009
USA Uranium Corp.
By: /s/ Karl Harz
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Karl Harz, Chief Executive
Officer, Chief Financial Officer
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