SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 2002
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USCORP
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(Exact name of registrant as specified in its charter)
Nevada 0-19061 87-0403330
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
4535 W. SAHARA AVE. SUITE 204 LAS VEGAS NV 89102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 933-4030
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Fantasticon, Inc.
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Former name or former address, if changed since last report
Item 1. Changes in Control of Registrant.
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See response to Item 2.
Item 2. Acquisition or Disposition of Properties.
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On October 12, 2000, Fantasticon.com, Inc., a Nevada corporation (formerly
Santa Maria Resources, Inc. ("Santa Maria")) (the "Registrant"), consummated a
merger pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated as of September 1, 2000 by and among Santa Maria and Fantasticon.com,
Inc., a Nevada corporation ("Merger Sub"), and Fantasticon.com, Inc., a Delaware
corporation ("Fantasticon.com"), Madman Backstage Productions, Inc., a Michigan
corporation ("Madman"), and Impact Interactive, Inc., a Michigan corporation
("Impact"). Pursuant to the Merger Agreement, Fantasticon.com, Madman and Impact
merged with and into Merger Sub (the "Merger"), with Merger Sub surviving as the
wholly-owned subsidiary of Santa Maria. Pursuant to the Merger Agreement, Santa
Maria changed its name to Fantasticon, Inc., and effected a 1:2 reverse split of
its outstanding capital stock that became effective October 18, 2000.
Pursuant to the terms and conditions of the Merger Agreement, all
outstanding shares of capital stock of each of Fantasticon.com, Madman and
Impact (the "FM&I Capital Stock") were converted into an aggregate of 6,025,000
shares (post 1:2 split) of common stock of Registrant which were held in escrow
by the registrant's transfer agent. The FM&I Capital Stock was then canceled.
Upon consummation of the Merger, Registrant had 9,500,291 shares outstanding,
and was obligated to issue up to an additional 1.5 million shares, plus warrants
to be exercised within one year for up to an additional 500,000 shares, upon
consummation of a private placement to be effected in connection with the Merger
according to the terms of an Earn Out Agreement between the FM&I shareholders,
the registrant and Michael Lee.
In July 2001 the Company terminated all business operations and
remained inactive until January 14, 2002.
On January 14, 2002 at a Special meeting of the Shareholders of the
corporation the merger of FANTASTICON.COM, INC., (Delaware), MADMAN BACKSTAGE
PRODUCTIONS, INC. and IMPACT INTERACTIVE, INC. (collectively "FM&I") into
FANTASTICON.COM, INC., (Nevada), and that certain Earn Out Agreement between the
Company, Michael Lee, the Management of the Company and the Shareholders of FM&I
was rescinded and unwound in its entirety by majority vote of the Shareholders.
The Shareholders determined that the terms and conditions of said merger and
said Earn Out Agreement had not been met by the parties. It was the consensus of
the Shareholders that the then current officers and directors of the Company had
abandoned the Corporation and its business as evidenced by the fact that they
have been evicted from the corporate offices and the corporate telephone numbers
had been disconnected; they have abandoned their corporate responsibilities and
failed to prepare and file corporate diligence documents with state, federal and
securities regulatory agencies; and they have failed to perform their fiduciary
duties and responsibilities.
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It was the consensus of the Shareholders that the business of the Company
is financially unviable. The Shareholders agreed it was therefore incumbent upon
them to take the actions necessary to preserve the legal status of the
Corporation, the trading status of the common stock of the corporation and to
locate a viable business for the Company to pursue. 6,025,000 of the shares
issued and held in escrow under the Merger Agreement and Earn Out Agreement were
canceled and returned to the treasury stock of the Corporation by vote of a
majority of the Shareholders of the then issued and outstanding stock of the
Corporation and resolution of the Board of Directors.
Item 4 Changes in Registrant's Certifying Accountant
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For the fiscal year ended September 30, 2000 and the interim period
subsequent to September 30, 2000, the firm of Brian Donahue, CPA ("Donahue")
served as the Company's auditors. Effective January 23, 2002, the Board of
Directors of the Company approved the change of accountants. On January 23,
2002, management of the Company dismissed Donahue and engaged Henry Schiffer,
CPA, of Beverly Hills, California as its independent public accountants to audit
its financial statements for the fiscal year ended September 30, 2001.
During the period of engagement of Donahue, there were no disagreements
between the Company and Donahue on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements (if not resolved to the satisfaction of Donahue) would have caused
Donahue to make reference in connection with their report to the subject matter
of the disagreements. The accountants' report on the financial statements of the
Company for the fiscal years ended September 30, 2000 and 1999 did not contain
any adverse opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty or audit scope or accounting principles.
The Company has requested Donahue to furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether Donahue
agrees with the above statements, which letter is attached to this filing as
Exhibit 16.1.
Item 5. Other Events.
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In connection with the rescission of the Merger, Fantasticon changed its
name to USCorp, pursuant to the Articles of Amendment to the Articles of
Incorporation of the Company filed on January 23, 2002 with the Secretary of
State of the State of Nevada. Effective from January 15, 2002, the Company's
temporary executive offices are located at 4535 W. Sahara Ave. Suite 204 Las
Vegas NV 89102, and its telephone number is (702) 933-4030.
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Also in connection with the rescission of the Merger, by majority vote of
the Shareholders the former officers and directors of the Registrant have been
replaced and Interim Officers and Board members have been elected. Larry Dietz
has been elected a director and President, Spencer Eubank has been elected a
director and Secretary-Treasurer, and Carl W. O'Baugh has been elected Vice
President and a director of USCorp. Mr. Dietz and Mr. O'Baugh are former
officers and directors of a predecessor of the Company.
The Company has entered into a letter of intent to acquire a mining
exploration and development company currently holding leases to mining claims in
Arizona. This acquisition has not been consummated as of the date of this
report.
Item 7. Financial Statements.
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(a) Financial Statements.
The financial statements required to be filed as part of this Current
Report on Form 8-K will be filed no later than March 30, 2002 (75 days from the
date of the change in management) as an amendment to this Report.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed as part of this
Current Report on Form 8-K will be filed no later than March 30, 2002 (75 days
from the date of the change in management) as an amendment to this Report.
(c) Exhibits.
Exhibit
Number Description of Document
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3.1(f) Certificate of Amendment to Articles of Incorporation of the Company
filed as of January 23, 2002.
16.1 Letter from Brian Donahue, CPA
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SIGNATURE
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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 thereunto duly authorized.
Dated: January 29, 2002 USCORP
By: \s\ Larry Dietz
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Name: Larry Dietz
Title: President
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EXHIBIT INDEX
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Exhibit
Number Description of Document
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3.1(f) Certificate of Amendment to Articles of Incorporation
of the Company filed as of January 23, 2002.
16.1 Letter from Brian Donahue, CPA
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