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: July 25, 2007
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.)
2300 West Sahara Avenue, Suite 800
Las Vegas, NV 89102
(Address of principal executive offices) (Zip Codes)
(702) 664-0039
(Registrant's telephone number, including area code)
TRILLIANT, INC.
5046 East Boulevard, Northwest
Canton, Ohio 44718
(330) 966-8120
(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 2.01 COMPLETION OF ACQUSITIONS OR DISPOSITION OF ASSETS.
On May 23, 2007, the Corporation entered into three separate agreements for the
purchase of mineral claims in the State of Utah. The details involving each of
these agreements are as follows:
1. The Corporation purchased from Mr. Jack Day and Mr. Bob Shupe eight
unpatented lode mining claims in Wayne County, Utah. These claims are
referred to as DS 1, 2 and 8 and BS 3, 4, 5, 6 and 7, BLM Serial
Numbers UMC391180 through UMC391187. The Sellers of these claims are
unrelated Sellers and there are no material relationships between the
Sellers and the Company or any of its affiliates, Directors or
Officers, or any associate of any such Director or Officer. The total
purchase price of the claims was $1,000,000 plus 200,000 restricted
shares of the Company's $0.001 par value common stock. The terms of
the agreement require that the Corporation pay $25,000 and issue the
restricted stock at the time of closing. The balance of the funds are
paid in installments, bearing no interest over the next 60 months. The
Purchase Agreement also requires the Corporation to expend at least
$500,000 within the next 35 months in exploration expenditures on
these claims.
2. The Corporation has entered into an agreement with Mr. Jack Day and
Mr. Bob Shupe to purchase 100% interest in thirty-six unpatented lode
mining claims in Emory County, Utah known as the I-70 claims numbered
1 through 36, BLM Serial Numbers UMC391188 through UMC391223. The
Sellers of these claims are unrelated Sellers and there are no
material relationships between the Sellers and the Company or any of
its affiliates, Directors or Officers, or any associate of any such
Director or Officer. The purchase price for these claims are in the
nature of royalty payments. The Company will pay advanced royalty
payments of $15,000 plus 100,000 restricted shares of its $0.001 par
value common stock. There will be additional advanced royalty payments
of $15,000 in six months and $20,000 in twelve months from the date of
closing. The monetary payments are to be credited against future
royalties to which the Seller shall be entitled. The royalties should
be valued at 2% of net smelter revenue as defined in the agreement.
3. The Company has entered into an agreement with Mr. Bob Shupe, Nugget
Shupe and Gary Vancil to purchase a 100% interest in sixty-three
unpatented load mining claims in San Juan, Utah known as Fawn 1
through 12, S.B.B. 1 through 33 and the Blue Jay 1 through 18. The
Sellers of these claims are unrelated Sellers and there are no
material relationships between the Sellers and the Company or any of
its affiliates, Directors or Officers, or any associate of any such
Director or Officer. The purchase price for these claims are in the
nature of royalty payments. The Company will pay advanced royalty
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payments of $40,000 plus 100,000 restricted shares of its $0.001 par
value common stock. The Company is responsible to pay an additional
$210,000 in advanced royalty payments in installments commencing
twelve months from the date of closing in six month intervals over the
subsequent twenty-four months. The monetary payments are to be
credited against future royalties to which the Seller shall be
entitled. The royalties should be valued at 3% of net smelter revenue
as defined in the agreement.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Company is currently issuing 1,564,236 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 authorized for three specific situations. The first
situation involves the sale of shares for cash to accredit investors in order to
fund the Company's recent acquisitions. The second type of transaction involved
the issuance of shares in conjunction of the acquisitions set forth in Item 2.01
of this Form 8-K. The third authorization for issuance of shares relate to
agreements with creditors of the Company to capitalize debts owed to the Company
in exchange for the Company's $0.001 par value common stock. The details of
these transactions are as follows:
1. Between March 14, 2007 and April 30, 2007 the Company received
subscriptions for 380,000 shares of the Corporation's $0.001 par value
common stock for the price of $0.50 per share. The shares to be issued
are restricted shares to be governed by the terms and conditions
contained in Rule 144 as promulgated under the Securities Act of 1933.
2. The Company is issuing 400,000 shares of its $0.001 par value common
stock in conjunction with the purchase of mining claims that the
Company intends to exploit in the near future. All shares issued are
restricted shares pursuant to the terms and conditions contained in
Rule 144 as promulgated under the Securities Act of 1933.
3. The Company has received subscriptions for 550,000 shares of the
Corporation's $0.001 par value common stock at a price of $0.70 per
share on June 11, 2007. In conjunction with this sale, the Company
issued $55,000 as a sales commission. All shares issued pursuant to
subscriptions should be issued pursuant to the terms and conditions
contained in Rule 144 as promulgated under the Securities Act of 1933.
4. The Company has agreed to issue 179,236 shares to current Shareholders
or their affiliates in order to satisfy funds loaned to the Company
totaling $89,779. On June 18, 2007, the Directors of the Company agree
to issue the shares in order to capitalize the indebtedness. The
shares being issued shall be restricted shares pursuant to the terms
and conditions contained in Rule 144 as promulgated under the
Securities Act of 1933.
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5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On June 18, 2007, the Board of Directors, pursuant to the powers granted to it
in the Corporation's By-laws, amended the By-laws to increase the number of
Directors to five. Also, pursuant to the powers vested in the Board of Directors
by the Company's By-laws, the Directors elected two individuals to fill the
vacancies in the newly designated Directorship positions. The newly elected
Directors to the Corporation, who shall serve until the next annual meeting, are
Mr. Stephen Spalding and Mr. Earl Abbott.
8.01 OTHER EVENTS
The Company has entered into an agreement to retain Lippert/Heilshorn &
Associates, Inc. ("LHA") to implement the company's financial communications
program. The initial term to retain LHA is for a period of twelve months with a
monthly fee of $15,000. A copy of the terms of the agreement is attached to this
report and marked Exhibit "10".
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10 - Agreement with Lippert/Heilshorn & Associates, Inc.
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: July 25, 2007
USA Uranium Corp.
By: /s/ Edward A. Barth
---------------------------------
Edward A. Barth, Chief Executive
Officer, Chief Financial Officer
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