8-K 1 m1191118k.htm m1191118k.htm


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): January 18, 2011
 

UNITED STATES OIL AND GAS CORP
(Exact Name of Registrant as Specified in Charter)
 

 
 
Delaware
 
000-53971
 
26-0231090
(State or Other Jurisdiction of
Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

11782 Jollyville Road, Suite 211B
Austin, Texas 78759
 (Address of Principal Executive Offices)
 

(512) 464-1225
(Registrant’s telephone number, including area code)
 

Not applicable
(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:
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 

Item 3.02.
  Unregistered Sale of Equity Securities.
 
Between November 4, 2009 and July 9, 2010, United States Oil and Gas Corp (the “Company”) sold an aggregate of $159,800 of principal amount Convertible Promissory Notes (the “Notes”) to two accredited investors. The Notes allowed for conversion into shares of the Company’s common stock (the “Common Stock”) following a six month holding period.
 
Between January 4, 2011 and January 18, 2011, all outstanding principal and interest owed pursuant to the Notes was converted by the Company into an aggregate 86,392,434 shares of the Common Stock, at an average conversion price of $0.002 per share. The conversion was done from time to time over the dates set forth above but the issuance of Common Stock that required the filing of this Current Report on Form 8-K exceeded 5% of the aggregate shares outstanding on January 18, 2011.
 
On January 13, 2011, the Company entered into a Wrap Around Agreement with Magna Group, LLC (“Magna”) that allowed Magna to convert $40,000 of Company debt held by Magna into shares of the Common Stock at a 40% discount on the average of the average trading prices in each of the five days prior to the day of requested conversion. On January 18, 2011, Magna converted the debt into 22,222,222 shares of the Common Stock.

The issuance and sale of the Common Stock is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated under the Securities Act of 1933, as amended.

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: January 19, 2011
 
 UNITED STATES OIL AND GAS CORP
   
   
 By:
 
 /S/  Alex Tawse
   
 Name:
 
 Alex Tawse
   
 Its:
 
 Chief Executive Officer
 
 
 
 
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