8-K

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 19, 2011

USD ENERGY CORP.

(Name of small business issuer specified in its charter)

Nevada	000-53558	80-0214005
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

9880 Magnolia Ave. Suite 176

Santee, CA  92071

(Address of principal executive offices)

 (former name or former address, if changed since last report)

619-717-8047

(Registrant’s telephone number)

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(c))

ITEM 1.01                      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 19, 2011, USD Energy Corp., (the “Company”) entered into a Stock Purchase Agreement with WealthMakers, Ltd. (“WealthMakers”) whereby WealthMakers purchased 800,000 shares of common stock of the Company (the “Common Stock”) for a purchase price of $800,000.

Angelique de Maison, who prior to the issuance of the shares as set forth above, beneficially owned 14.1% of the Company’s Common Stock, is Chief Executive Officer,  Chairman of the board of directors and majority shareholder of WealthMakers and Trisha Malone, who is Chief Financial Officer and a director of the Company, is a director of WealthMakers.  Ms. de Maison may be considered a related party to Zirk Engelbrecht, who is President and a director and of the Company, under the rules of the Securities Exchange Act of 1934.  Ms. de Maison, and any entity controlled by Ms. de Maison, disclaim beneficial ownership of any securities beneficially owned by Mr. Engelbrecht or any entity controlled by Mr. Engelbrecht, and Mr. Engelbrecht, and any entity controlled by Mr. Engelbrecht, disclaim beneficial ownership of any securities beneficially owned by Ms. de Maison or any entity controlled by Ms. de Maison.

 The preceding discussion is qualified in its entirety by the full text of the Stock Purchase Agreement which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 5.02                      DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS

Effective January 20, 2010:

●   Zirk Engelbrecht was appointed as President of the Company,

●   Trisha Malone resigned as Chief Executive Officer of the Company and Juan Carlos Camus Villegas was appointed Chief Executive Officer of the Company,

 ●   The size of the board of directors was increased to four directors, and

●   Mr. Engelbrecht, Mr. Villegas and Thomas Ronk were appointed to the board of directors to fill the vacancies created by the increase in size of the board of directors.

Ms. Malone will continue as a director and Chief Financial Officer of the Company.  Also, on January 20, 2011, Bethanny Tebbe resigned as Chief Operating Officer of the Company.

In addition, on January 17, 2011, Suprafin, Ltd. (“ Suprafin”) converted the full amount of principal and accrued interest outstanding pursuant to that certain Convertible Promissory Note, dated February 7, 2009, issued by the Company in favor of Suprafin, as amended on February 5, 2010 (the “Suprafin Note”), into641,111 shares of Common Stock.  The amount of principal and accrued interest at the time of conversion was approximately $14,425, and the conversion price pursuant to the Suprafin Note was $.0225. Prior to this conversion, no payments had been made to Suprafin pursuant to the Suprafin Note, but as previously disclosed, on July 27, 2010, Suprafin had elected to convert the $45,312 of outstanding principal and interest under the Suprafin Note into 2,013,867 shares of Common Stock. Mr. Engelbrecht, a director and President of the Company, is the Chief Executive Officer, sole director and sole shareholder of Suprafin. Ms. Malone is the corporate secretary of Suprafin.
 

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The changes set forth above were discussed in greater detail in the Company’s Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 filed with the Securities and Exchange Commission on January 10, 2011, which is incorporated herein by this reference.  Reference is also made to the information provided under item 1.01 of this Report, which is incorporated herein by this reference.

ITEM 5.03                      AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On January 19, 2011, the Company’s board of directors adopted an amendment to the Bylaws for the Company.  The amendment adds Article XII to the Bylaws to provide details regarding the Company’s right to indemnify its directors, officers and other agents against judgments, settlements and other expenses incurred by them in connection with their service to the Company.  The Bylaw amendment provides that the Company may indemnify any person in connection with any threatened, pending or completed action or proceeding (including an action by or in the right of the Company) to which such person is made a party as a result of the fact that the indemnitee was a director, officer, employee or agent of the Company, in accordance with applicable law.  Additionally, the Bylaw amendment explicitly empowers the board of directors to expand upon these provisions through entering into agreements with the Company’s directors and officers or purchasing insurance on behalf of any director, officer, employee or agent.

The preceding discussion is qualified in its entirety by the full text of the amendment to the Bylaws of the Company that is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01                      FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits:

Exhibit	Description
3.1	Amendment to the Bylaws of the Company
10.1	Stock Purchase Agreement, dated January 19, 2011, between USD Energy Corp. and WealthMakers, Ltd.

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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 25, 2011	USD ENERGY CORP.
	By:	/s/ Trisha Malone
		Trisha Malone
		Chief Financial Officer

EX-3.1

Exhibit 3.1

BYLAW AMENDMENT

Article XII – Indemnification

  1.              Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person of whom that person is the legal representative is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation or for its benefit as a director, officer, employee or agent of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, may be indemnified and held harmless in accordance with the Nevada Revised Statutes from time to time against all expenses, liability and loss (including attorneys’ fees, judgments , fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith.  The Corporation may also provide for the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding to be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding in accordance with the Nevada Revised Statutes.  Such rights shall not be exclusive of any other right which such directors, officers, employees or agents may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article XII.

2.           The Board of Directors may authorize the corporation to enter into a contract with any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another partnership, joint venture, trust or other enterprise providing for indemnification rights equivalent to or greater than those provided for in this Article XII.

3.           The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

4.           For the purposes of this Article XII, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

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EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 19th day of January, 2011 by and between USD ENERGY CORP., a Nevada corporation (“USD”), and WealthMakers, Ltd., a Wyoming Corporation,(“Purchaser”).  USD and Purchaser shall be individually referred to herein as a “Party” and collectively as the “Parties”.

NOW, THEREFORE, in consideration of the premises, and of the promises, covenants and conditions contained herein, the Parties intending to be legally bound, hereby agree as follows:

ARTICLE 1

PURCHASE OF SHARES

1.1USD hereby issues and sells to Purchaser, and Purchaser hereby purchases from USD, 800,000 shares of USD’s Common Stock, $.001 par value (the “USD Shares”), in consideration for $800,000 (the “Purchase Price”).

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges that:

(a)Purchaser has the authority to enter into this Agreement and when this Agreement is executed and delivered, it shall constitute a legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms.

(b)The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which it is a party, or by which it or any of its properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over it or its properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which it is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory author ity is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by it of its obligations hereunder.

(c)Purchaser understands and acknowledges that (i) the USD Shares being offered and sold to it hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that USD will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance.

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(d)Purchaser is acquiring the USD Shares for its own account for investment purposes only and not with a view to or for distributing or reselling such USD Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such USD Shares in compliance with applicable United States securities laws.

(e)Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the USD Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the USD Shares involves a “high degree” of risk.

(f)Purchaser is able to bear the economic risk of an investment in the USD Shares and, at the present time, is able to afford a complete loss of such investment.

(g)Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of USD concerning the terms and conditions of the USD Shares and the merits and risks of investing in the USD Shares; (ii) access to information about USD and USD’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the USD Shares; and (iii) the opportunity to obtain such additional information which USD possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the inv estment and to verify the accuracy and completeness of the information that he, she or it has received about USD.

(h)Purchaser acknowledges that all of the certificates for the USD Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such USD Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom.

(i)Purchaser acknowledges and agrees that USD may place stop transfer orders with its transfer agent with respect to the USD Shares.

2.2Representations by USD. USD hereby represents, warrants, covenants and acknowledges that as of the date hereof:

(a)USD is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the legal capacity and all necessary corporate authority to carry on its business, to own its properties and assets, and to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

(b)This Agreement has been duly authorized, executed and delivered by USD and constitutes a legal, valid and binding obligation of USD, enforceable against USD in accordance with its terms.

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(c)The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by USD of, any of the terms or provisions of, or constitute a default under the certificate of incorporation or bylaws of USD, or any material agreement or instrument to which USD is a party, or by which it or any of its properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over USD or USD’s properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which USD is a party or is otherwise b ound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by USD of its obligations hereunder.

(d)The USD Shares will, when issued, be duly authorized, validly issued, fully paid, and non-assessable.

ARTICLE 3

NOTICES

All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given when sent if sent by fax or e-mail, or the date received if sent by overnight courier, and if mailed shall be deemed to have been given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

To Purchaser:	WealthMakers, Ltd. 1005 S. Center Street Redlands, CA 92373 Attn:  Angelique de Maison, CEO Telephone:  (310) 595-6900 Fax: Email:  angelique@wealthmakers.com
To USD:	USD Energy Corp. 9880 N. Magnolia Ave., #176 Santee, CA, USA 92071 Attn: Trisha Malone, CEO Telephone: (619) 717-8047 Facsimile: (619) 568-3148 Email: trish@usdenergy.com

ARTICLE 4

MISCELLANEOUS

4.1Additional Undertakings. Each of the Parties agrees to take such actions as are reasonably necessary to carry out the intentions of the parties under this Agreement, including but not limited to the prompt execution and delivery of any documents reasonably necessary to carry out and perform the terms or intention of this Agreement.

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4.2Costs and Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs or expenses, unless otherwise agreed.

4.3Governing Law; Venue; Choice of Language. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA, without regard to conflicts of laws of principles, and each Party hereby agrees that all performances due and transactions undertaken pursuant to this Agreement shall be deemed to be due or have occurred in California, and the exclusive venue and place of jurisdiction for any litigation arising from or related to this Agreement shall be the state or federal courts located in Orange County, State of California, USA. To the extent of any inconsistency between this English language version and the Span ish language translation of this Agreement, the Agreement shall be construed in accordance with English.

4.4Headings.  The headings used in this Agreement are for convenience only, do not form a part of this Agreement, and shall not affect in any way the meaning or interpretation of this Agreement.

4.5Counterparts.  This Agreement may be executed in one or more counterparts which when taken together shall constitute one agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “pdf” signature page were an original thereof.

4.6Enforcement of Agreement. This Agreement is intended for the benefit of the Parties hereto and is not for the benefit of, nor may any provisions hereof be enforced by any other person, firm or entity.

4.7Modification and Amendments. This Agreement may be amended, modified and supplemented in writing only by the mutual consent of the Parties hereto.

4.8Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other parties, and any attempts to do so without the consent of the other Parties shall be void and of no effect.

4.9Attorneys Fees and Costs. In the event any Party breaches the terms of this Agreement, the non-breaching Parties shall be entitled to the recovery of their reasonable attorney’s fees and other professional costs and fees incurred in enforcing their rights hereunder.

4.10Entire Agreement. This writing constitutes the entire agreement and understanding between the Parties hereto with respect to the subject matter contained herein. No Party is relying on any representation or statement not contained in this writing. This Agreement supersedes and cancels any prior agreements relating to the subject matter contained herein.

4.11Severability.  Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be or become prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(signature page follows)

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.

USD ENERGY CORP.
By:	/s/ Trisha Malone
Name: Trisha Malone
Title: Chief Executive Officer
PURCHASER:
/s/ Angelique de Maison
WealthMakers, Ltd.
Name:  Angelique de Maison
Title:  Chief Executive Officer

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