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: December 2827, 2011

(Date of earliest event reported)

NATURAL RESOURCES USA CORPORATION

(Exact name of registrant as specified in its charter)

000-15474

(Commission File Number)

Utah		87-0403973
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

3200 County Road 31, Rifle, Colorado 81650

(Address of principal executive offices, including zip code)

(214) 253-2556

(Registrant’s telephone number, including area code)

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 5.0102 ~~Changes~~Departure inof ~~Control~~Directors or Certain Officers; Election of ~~Registrant~~Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers.

On December 29, 2011, the sole shareholder of Natural Resources USA Corporation (the “Company”), Green SEA Resources Inc. (the “Sole Shareholder”), removed all members of the Company’s board of directors. The Sole Shareholder then appointed Alan De’ath, Wayne Richardson and Alan You Lee to serve as the Company’s directors.

Item 8.01

Other Events

On As ~~December~~disclosed ~~28,~~in ~~2011~~the atCompany’s ~~12:01~~prior ~~a.m.~~filings (with the ~~“Effective~~Securities ~~Time”)~~and Exchange Commission, ~~GSR~~the ~~Acquisition~~Company ~~Corp.,~~filed a ~~Utah~~statement ~~corporation~~of opposition in Case No. 2004CW110 pending in the District Court in and afor ~~wholly-owned~~Water ~~subsidiary~~Division No. 5, State of ~~Green~~Colorado ~~SEA~~(the ~~Resources~~“Water ~~Inc~~Court”)., This ~~merged~~case ~~with~~involves ~~and~~Shell ~~into~~Frontier ~~NRUC~~Oil in& ~~accordance~~Gas, ~~with~~Inc.’s ~~the~~(“Shell”) ~~short-form~~application ~~merger~~to ~~provisions~~move ofa ~~Section~~water ~~1104~~right from a tributary of the ~~Utah~~White ~~Revised~~River ~~Business~~to ~~Corporations~~a ~~Act~~point ~~and~~on ~~Articles~~the ofWhite ~~Merger~~River ~~previously~~lower ~~filed~~down ~~with~~river than the ~~Secretary~~diversion ofpoint ~~State~~for Natural Soda Inc.’s, a subsidiary of the ~~State~~Company, ofWhite ~~Utah~~River direct pumping rights.

~~Immediately~~On ~~prior~~December to27, 2011, the ~~Effective~~Water ~~Time,~~Court ~~GSR~~issued ~~Acquisition~~(i) ~~Corp.~~a ~~owned~~Judgment ~~more~~and ~~than~~(ii) ~~90%~~Findings of Fact, Conclusions of Law, Judgment and Decree in the ~~outstanding~~case ~~shares~~(collectively ofreferred ~~common~~to ~~stock~~as ofthe ~~NRUC~~“Decree”). ~~Accordingly,~~Shell ~~under~~had ~~applicable~~requested ~~Utah~~the ~~law~~right to divert 50,590 noacre ~~action~~feet byof ~~NRUC’s~~water ~~shareholders~~per ~~(other~~year ~~than~~at ~~GSR~~the ~~Acquisition~~new ~~Corp~~points of diversion.) ~~was~~The ~~required~~Water ~~for~~Court ~~the~~Decree ~~short-form~~allows ~~merger~~Shell to ~~become~~divert ~~effective.~~the ~~Green~~water ~~SEA~~at ~~Resources~~the ~~Inc.~~new ~~and~~points ~~GSR~~of ~~Acquisition~~diversion; ~~Corp.~~however, ~~had~~the ~~previously~~Water ~~disclosed~~Court ~~their~~has ~~intention~~restricted Shell to ~~effect~~diverting ~~the~~31,491 ~~going-private~~acre ~~transaction~~feet inof awater ~~Schedule~~per ~~13E-3~~year ~~initially~~at ~~filed~~such ~~with~~new ~~the~~points ~~Securities~~of ~~and~~diversion. The ~~Exchange~~Decree ~~Commission~~is onsubject ~~August~~to 8,modification ~~2011,~~by ~~and~~the ~~subsequently~~Water ~~amended~~Court on ~~October~~its ~~21,~~own ~~2011,~~motion ~~November~~or ~~17,~~pursuant ~~2011~~to ~~and~~a ~~December~~motion 1,filed ~~2011~~by any party to the case. In Asaddition, athe ~~result~~Decree ofis subject to appeal to the ~~going-private~~Colorado ~~transaction~~Supreme Court, ~~Green~~and ~~SEA~~may ~~Resources~~be ~~Inc.~~modified ~~owns~~by ~~100%~~order of the ~~capital~~Colorado ~~stock~~Supreme ~~of NRUC~~Court.

Pursuant to the terms of the going-private transaction, at the Effective Time, each outstanding share of common stock, other than shares owned by GSR Acquisition Corp. and other than shares as to which dissent rights are exercised, held immediately prior to the Effective Time now represents only the right to receive $0.57 per share in cash, without interest. Further, each outstanding stock option not exercised prior to the Effective Time was canceled and exchanged into the right to receive $0.57 per share, without interest and less the option exercise price (and any applicable withholding taxes).

NRUC issued a press release on December 28, 2011 with respect to closing of the going-private transaction, which press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

99.1 Press Release dated December 28, 2011

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	NATURAL RESOURCES USA CORPORATION (Registrant)
	NATURAL RESOURCES USA CORPORATION
Date: December 28, 2011	By:	/s/ Robert van Mourik
	(Registrant)
	Name:	Robert van Mourik
Date: January 3, 2012	By:	/s/ Robert van Mourik
	Title:	Chief Financial Officer
	Name:	Robert van Mourik
	Title:	Chief Financial Officer

Filing Compare · Natural Resources USA Corp