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): December 6,
2007
US
ENERGY INITIATIVES CORPORATION
(Exact
name of registrant as specified in its charter)
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Georgia
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000-51789
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58-2267238
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(State or other jurisdiction
of
incorporation)
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(Commission File
Number)
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(IRS
Employer
Identification
No.)
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12812
Dupont Circle, Tampa, Florida 33626
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (813) 287-5787
Copies
to:
Darrin
M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Fl.
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 (see General Instruction A.2. below):
[
]
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
8.01 Other Events.
On
December 6, 2007 US Energy
Initiatives Corporation (the "Company") received a letter from Dutchess Private
Equities Fund LP and Dutchess Private Equities Fund II LP (collectively
“Dutchess”) whereby Dutchess claimed that the Company and its subsidiaries are
in default with respect to a series of loan agreements by and between the
Company and Dutchess. In addition to any remedy available to Dutchess
under the loan agreements, Dutchess has proposed to forgive a portion of the
debt if the Company agrees to sell Dutchess the assets of its subsidiary,
Advanced Aerosol Technologies, Inc. f/k/a Sea Spray Aerosol, Inc. The
Company has not had the opportunity to make an independent investigation of
the
claims made by Dutchess. It is not possible at this time to
reasonably assess the outcome of any claim asserted by Dutchess or its impact
on
the Company or any of its subsidiaries.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not
applicable.
(b)
PRO
FORMA FINANCIAL INFORMATION.
Not
applicable.
(c)
EXHIBITS.
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 thereunto
duly authorized.
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US
ENERGY INITIATIVES CORPORATION
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Date: December
12, 2007
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By:
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/s/ PHILIP
RAPPA
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Philip
Rappa
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Chief
Executive Officer
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