8-K 1 usn8kshhldrmtg080411.txt 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 Earliest Event Reported: July 25, 2011 USN CORPORATION ---------------------------- (Exact name of registrant as specified in its charter) Colorado 000-21119 84-1186026 -------- ---------- ---------- (State of Incorporation) Commission File No. (IRS Employer ID Number) 2460 West 26th Avenue, Suite 380-C, Denver, Colorado 80211 ---------------------------------------------------------- (Address of principal executive offices) 303-704-4623 ---------------- (Registrant's Telephone number) 5215 North O'Connor, Suite 200, Irving, Texas 76039 --------------------------------------------- (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 (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4) SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 25, 2011, USN Corporation (the "Company") held its Annual Meeting of Stockholders (the "Meeting") pursuant to a Court Order. The details of the Meeting are discussed further in Item 5.07 below. At the Meeting, David J. Cutler was appointed the Company's sole director and sole officer, effective immediately. Mr. Cutler has more than 30 years of experience in international finance, accounting and business administration. Mr. Cutler was Chief Financial Officer and subsequently Chief Executive Officer of Multi-Link Telecommunications, Inc., a publicly quoted voice messaging business, from 1999 to 2005, Chief Executive Officer, Chief Financial Officer and a director of Aspeon, Inc. (nka Aspi, Inc.), a publicly listed shell company from April 2005 until October 2009, Chief Executive Officer, Chief Financial Officer and a director of Golden Dragon Holding Co. (formerly Concord Ventures, Inc.), a publicly listed shell company from March 2006 to date, Chief Executive Officer, Chief Financial Officer and a director of Atomic Paintball, Inc., a development stage owner and operator of paintball parks from August 2006 until December 2009 and was appointed as the sole director of Southwestern Water Exploration Co., a public shell company, in March 2011. Atomic Paintball filed for Chapter 7 in 2009. Mr. Cutler has a Masters degree from St. Catherine College in Cambridge, England and qualified as a British Chartered Accountant and as Chartered Tax Advisor with Arthur Andersen & Co. in London. He was subsequently admitted as a Fellow of the UK Institute of Chartered Accountants. Since arriving in the United States, Mr. Cutler has qualified as a Certified Public Accountant, a Certified Valuation Analyst of the National Association of Certified Valuation Analysts and obtained an executive MBA from Colorado State University Item 5.07 Submission of Matters to a Vote of Security Holders Effective June 8, 2011, District Court, City and County of Denver Colorado, in response to a complaint filed by a shareholder of the Company under Case Number 2011CV4063, authorized a shareholders' meeting of the Company to be held on July 25, 2011 for the sole purpose of enabling shareholders of the Company to elect a new Board of Directors. At the Meeting held on July 25, 2011, as authorized by the Court, the votes present represented a quorum and were sufficient to pass the sole proposal presented at the meeting. The breakdown of the voting is as follows. For Against Withheld Proposal 1: To elect David J Cutler as a director of the Company to hold office until a represent- ative succesor has been elected. 20,000 0 0 No other proposals were submitted to the meeting for a vote. 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. USN CORPORATION By: /s/ David Cutler ---------------------------------- David Cutler, Chief Executive Officer

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 Act of 1934

Date of Report (Date of earliest event reported) February 5, 2007

USN CORPORATION

(Exact name of registrant as specified in its charter)

Colorado		33-42701		84-1186026
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

5215 North O’Connor, Suite 200 Irving, Texas		76039
(Address of principal executive offices)		(Zip code)

(972) 686-9102

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, 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 240.14a-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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective February 5, 2007, Gary Wolff resigned as a director of USN Corporation due to time constraints related to other commitments.

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.

	USN CORPORATION
Date: February 5,2007	By:	/s/ Mark J. Miller
		Name:	Mark J. Miller
		Title:	Chief Executive Officer

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