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)

April 11, 2012

USA GRAPHITE INC.

(Exact name of registrant as specified in its charter)

Nevada

000-52044

26-2940624

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

848 N. Rainbow Blvd., #3550, Las Vegas, Nevada

89107

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(603) 525-3380

Magnum Oil Inc.

(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(c))



                
             

  Item 5.03

Amendments to Articles of Incorporation or Bylaws

Item 7.01

Regulation FD Disclosure

On April 11, 2012, Magnum Oil Inc. (the “Company”, “we”, “us”) filed Articles of Merger with the Nevada Secretary of State to change the name of the Company to “USA Graphite Inc.”, to be effected by way of a merger with its wholly-owned subsidiary USA Graphite Inc., which was created solely for the name change.

Also on April 11, 2012, the Company filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of the Company’s authorized and issued and outstanding shares of common stock on a 3.5 new for one (1) old basis and, consequently, the Company’s authorized capital increased from 50,000,000 to 175,000,000 shares of common stock and the Company’s issued and outstanding shares of common stock increased from 48,400,000 to 169,400,000 shares of common stock, all with a par value of $0.001.

These amendments became effective on April 17, 2012 upon approval from the Financial Industry Regulatory Authority (“FINRA”).

The forward split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on April 17, 2012 under the symbol “ MGNID ”.  The “D” will be placed on our ticker symbol for 20 business days.  A new symbol will be issued by FINRA after 30 business days to reflect the Company’s new name. We will announce the new symbol provided by FINRA by filing a Current Report on Form 8-K.  Our new CUSIP number is 90290L103.


Item 9.01

Financial Statements and Exhibits

3.1

Articles of Merger

3.2

Certificate of Change

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.


 

 

USA GRAPHITE INC.

/s/ Patrick DeBlois

Patrick DeBlois

President and Director

 

                                                                                       

Date:

April 18, 2012




 

 







 2               

             



 

[MAGNUMOILARTICLESOFMERGER002.GIF]

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

 

 

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

 

Articles of Merger

(Pursuant to NRS Chapter 92A - excluding 92A.200(4b))


1)

Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more
than four merging entities, check box
¨ and attach an 81/2" x 11'' blank sheet containing the
required information for each additional entity.


USA Graphite Inc.

 

Name of merging entity


Nevada

 

Corporation

Jurisdiction

 

Entity type *


Magnum Oil Inc.

 

Name of merging entity


Nevada

 

Corporation

Jurisdiction

 

Entity type *


 

 

Name of merging entity


 

 

 

Jurisdiction

 

Entity type *


 

 

Name of merging entity


 

 

 

Jurisdiction

 

Entity type *


and,


Magnum Oil Inc.

 

Name of surviving entity


Nevada

 

Corporation

Jurisdiction

 

Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.


Filing Fee:  $350.00
This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 1
Revised on: 7-1-08


                
             

 

[MAGNUMOILARTICLESOFMERGER004.GIF]

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov


Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

 

 

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

 


2)

Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):


Attn:

 


c/o:




3)

(Choose one)


ý

The undersigned declares that a plan of merger has been adopted by each constituent
entity (NRS 92A.200).

 

 

¨

The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180)


4)

Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if
there are more than four merging entities, check box
¨ and attach an 8 1/2" x 11'' blank sheet
containing the required information for each additional entity):


 

(a)

Owner’s approval was not required from


 

 

USA Graphite Inc.

 

 

Name of merging entity, if applicable

 

 

Magnum Oil Inc.

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

and, or;

 

 

Magnum Oil Inc.

 

 

Name of surviving entity, if applicable


This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 2
Revised on: 7-1-08

 


                
             


[MAGNUMOILARTICLESOFMERGER006.GIF]

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov


Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

 

 

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY


 

(b)

The plan was approved by the required consent of the owners of *:


 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

and, or;

 

 

 

 

 

Name of surviving entity, if applicable



* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.


 



This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 3
Revised on: 7-1-08

                
             

 

[MAGNUMOILARTICLESOFMERGER008.GIF]

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov


Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

 

 

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY



 

(c)

Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

 

 

 

 

 

The plan of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the
articles of incorporation of the domestic corporation.


 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

and, or;

 

 

 

 

 

Name of surviving entity, if applicable

 


This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 4
Revised on: 7-1-08


                
             

 


[MAGNUMOILARTICLESOFMERGER010.GIF]

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov


Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

 

 

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY


5)

Amendments, if any, to the articles or certificate of the surviving entity.  Provide
article numbers, if available. (NRS 92A.200)*:

 

Article One of the Articles of Incorporation of Magnum Oil Inc. is hereby amended to change the name of Magnum Oil Inc. to USA Graphite Inc.


6)

Location of Plan of Merger (check a or b):


ý

(a) The entire plan of merger is attached;

or,

 

¨

(b) The entire plan of merger is on file at the registered office of the surviving
corporation, limited-liability company or business trust, or at the records office
address if a limited partnership, or other place of business of the surviving entity
(NRS 92A.200).


7)

Effective date (optional)**:

April 5, 2012

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please
entitle them ''Restated'' or ''Amended and Restated,'' accordingly. The form to accompany restated articles
prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS
92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of
merger may not contain amendments to the constituent documents of the surviving entity except that the name of
the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which
must not be more than 90 days after the articles are filed (NRS 92A.240).


This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 5
Revised on: 7-1-08


                
             

 


[MAGNUMOILARTICLESOFMERGER012.GIF]

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

 

 

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY


8)

Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of
each Nevada limited partnership; All general partners of each Nevada limited-liability limited
partnership; A manager of each Nevada limited-liability company with managers or one
member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

 

(if there are more than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.):


USA Graphite Inc.

Name of merging entity


/s/ Authorized Signatory

 

President

 

March 26, 2012

Signature

 

Title

 

Date


Magnum Oil Inc.

Name of merging entity


/s/ Authorized Signatory

 

President

 

March 26, 2012

Signature

 

Title

 

Date


 

Name of merging entity


 

 

 

 

 

Signature

 

Title

 

Date


 

Name of merging entity


 

 

 

 

 

Signature

 

Title

 

Date


Magnum Oil Inc.

Name of surviving entity


/s/ Authorized Signatory

 

President

 

March 26, 2012

Signature

 

Title

 

Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law
governing it (NRS 92A.230).  Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT :  Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 6
Revised on: 7-1-08


                
             

 

[MAGNUMOILCERTIFICATEOFCHA002.GIF] [MAGNUMOILCERTIFICATEOFCHA004.GIF] [MAGNUMOILCERTIFICATEOFCHA006.GIF]