Uhm am I going blind or does the following show 745 Billion O/S????
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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: June 21, 2002
United States Crude International, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Registrant or Organization)
02-8567 84-1521101
(Commission File Number) (I.R.S. Employer Identification No.)
25809 Business Center Drive
Suite D
Redland, California 92374
(Address of Principal Executive Offices) (Zip Code)
(888) 872 - 7833
(Registrant's Telephone Number, Including Area Code)
1
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Form 8-K is being filed by United States Crude International, Inc. as
the Successor to U.S. Crude, Ltd. pursuant to Rule 12g-3, of the Securities
Exchange Act of 1934, as amended.
Effective June 6, 2002, and pursuant to NRS 78.565 2. (a), the Registrant's
predecessor, U.S. Crude, Ltd., transferred its assets and liabilities to a new
wholly-owned Subsidiary, called United States Crude International, Inc. ("USCU"
or the "Registrant"). USCU is, like U.S. Crude, Ltd., a Nevada corporation, and
its capital consists of 20,000,000,000 shares of Common Stock, Par Value $0.001
per share, and 40,000,000 shares of Preferred Stock, Par Value $0.001 per share.
Following the organization of USCU, and pursuant to an Asset and Liability
Transfer Agreement, USCU issued 745,000,000 shares of its Common Stock, Par
Value $0.001 per share, and 40,000,000 shares of its Preferred Stock, Par Value
$0.001 per share, to U.S. Crude, Ltd., and, in exchange, U.S. Crude, Ltd.
transferred all of its assets and liabilities to USCU. Thus, by virtue of the
ownership by U.S. Crude, Ltd. of all of the issued and outstanding shares of
USCU, USCU became a wholly-owned Subsidiary of U.S. Crude, Ltd., and USCU owned
all the assets, and became responsible for the liabilities of, U.S. Crude, Ltd.
Thereafter, and further pursuant to the statute, the Registrant pledged its
all of its assets to certain creditors of U. S. Crude, Ltd., to wit, Equity
Planners, LLC, Sea Lion Investors, LLC, and Myrtle Holdings, LLC (the Accredited
Investors ") in order to further secure the indebtedness owed to the Accredited
Investors on account of that certain Subscription Agreement dated August 1, 2001
(the "Subscription Agreement") with respect to a series of Convertible
Debentures issued by U.S. Crude, Ltd. to the Accredited Investors. Since NRS
78.565 2. (a) permits transfer, without shareholder approval, of assets of a
Nevada corporation to a wholly-owned Subsidiary by way of mortgage, or in trust
or in pledge to secure indebtedness of such a corporation, since the transfer
was to a wholly-owned Subsidiary of U.S.Crude, Ltd., and since the transfer was
in pledge to secure the indebtedness of U.S.Crude, Ltd. to the Accredited
Investors, no shareholder approval by the shareholders of U.S. Crude, Ltd. was
necessary to effect the transfer and the pledge.
Following the transfer of assets, and as noted above, USCU issued
745,000,000 shares of its Common Stock, Par Value $0.001 Per share, and
40,000,000 shares of its Preferred Stock, Par Value $0.001per share, to
U.S.Crude, Ltd. which, did, thereafter, declare a dividend of these (new) shares
of USCU to the Common and Preferred shareholders, respectively, of U.S. Crude.
The transfer of assets and liabilities followed by a declaration of a stock
dividend by U. S. Crude. Ltd. of its shares of USCU was taken for following
business reasons:
First, the transfer would give some degree of comfort to the Accredited
Investors and would reduce the potential for a of default under the Subscription
Agreement. Secondly, since theas a new entity, USCU would have no history of
operations and, therefore, relatively less complex Financial Statements. Thus,
transferring the assets to a new entity, with its relatively less complex
Financial Statements, would tend to make the value of the assets more easily
ascertainable. This, in turn, means that in the event of a default and judicial
sale, since the value of the assets would be more easily ascertainable, this
fact would tend to reduce the potential for litigation engendered by uncertainty
over asset valuation. Thus, since the transfer would avoid a possible default
under the Convertible Debentures, and, if there were to be a default after
transfer, since the potential for costly litigation over asset valuation would
be reduced, the transfer would be in the best interests of the Registrant and
its Shareholders.
2
<PAGE>
Concurrently, the Accredited Investors, as holders of the Convertible
Debentures entered into an Assignment and Assumption Agreement with the
Registrant and USCU pursuant to which U.S. Crude, Ltd. assigned Subscription
Agreement dated August 1, 2001, with respect to the Convertible Debenture, to
USCU. Also concurrently, USCU entered into an Asset Pledge Agreement with the
Accredited Investors, pursuant to which USCU pledged its assets (those formerly
belonging to U.S. Crude, Ltd.) to the Accredited Investors as additional
security for the debt evidenced by the Convertible Debentures.
In that connection, the Registrant, as the successor to U.S. Crude, Ltd.,
is presently obligated to re-pay approximately $ 100,000.00 in debt to the
Accredited Investors, and the Registrant, as successor to U.S. Crude, Ltd.
anticipates receiving additional funds pursuant to the Subscription Agreement.
Pursuant to the Assignment and Assumption Agreement, these rights and
obligations of U.S. Crude, Ltd. with respect to the Subscription Agreement would
enure to the benefit of and be binding upon USCU and the Accredited Investors.
So that the public shareholders of U.S. Crude, Ltd. would continue to enjoy
ownership rights in the business and assets of U.S. Crude, Ltd., U.S. Crude,
Ltd. declared a stock dividend of the shares of USCU Common Stock which it owned
to its own shareholders on a basis of one share of USCU for each one shares of
U.S. Crude, Ltd. held. Thus, effective at the Close of Business on June 6, 2002,
U.S. Crude, Ltd declared a stock dividend of its 745,000,000,000 shares of USCU
Common Stock to its (U.S. Crude, Ltd.'s) shareholders of record as of that same
date on a 1-for-1 basis, and, also, effective at the Close of Business on June
6, 2002, US Crude also declared a stock dividend of its Preferred Shares of USCU
(which are Restricted Securities) to its (US Crude's) Shareholders of record as
of that same date also on a 1-for 1 basis, as follows:
<TABLE>
<CAPTION>
<S> <C>
Class of USCR Preferred Held Class of USCU Preferred to be Received
4,000,000 Shares with 10:1 Voting Rights 4,000,000 Shares with 10:1 Voting Rights
4,000,000 Shares with 100:1 Voting Rights 4,000,000 Shares with 100:1 Voting Rights
</TABLE>
so that the Shareholders of US Crude received a total of 8,000,000 shares of the
USCU Preferred Stock, Par Value $0.001per share, with the right to cast a total
of 440,000,000 votes.
As a result of the stock dividend of the shares of USCU Common Stock,
effective at the Close of Business on June 6, 2002, trading in shares of Common
Stock of USCU began, and trading in shares of U.S. Crude, Ltd.'s Common Stock
will ceased, and U.S. Crude, Ltd. will be dormant for the foreseeable future.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
EXHIBIT NO. ITEM
3(i) Articles of Incorporation of United States Crude
International, Inc.
4.1 Asset and Liability Transfer Agreement between U.S.
Crude, Ltd. and United States Crude International,
Inc.
4.2 Assignment and Assumption Agreement between U.S. Crude,
Ltd., Equity Planners, LLC, Sea Lion Investors, LLC,
and Myrtle Holdings, LLC, and United States Crude
International, Inc.
4.3 Asset Pledge Agreement between United States Crude
International, Inc. and Equity Planners, LLC, Sea Lion
Investors, LLC, and Myrtle Holdings, LLC.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed below by the following person on behalf
of the Registrant and in the capacities and on the dates indicated.
By: /s/ Tony Miller Dated:____________________
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Tony Miller, President and Director