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): August 27,
2010
U.S.
Aerospace, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-09459
|
06-1034587
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
10291
Trademark Street
Rancho
Cucamonga, California 91730
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (909) 477-6504
(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 (see General Instruction A.2. below):
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
2.01 Completion of Acquisition or Disposition of Assets.
As
previously announced, effective August 27, 2010, we sold our unprofitable
remanufacturing subsidiary, New Century Remanufacturing, Inc. (“NCR”), to our
former directors, David Duquette and Josef Czikmantori, for $1 and an indemnity
from all of NCR’s liabilities. As such, we are no longer in the
machine tool business and are focused solely on aerospace and
defense.
We expect
to record a gain of approximately $1.2 million based on the sale of the net
liabilities of NCR. The operations associated with NCR and the gain
on sale will be classified as income (loss) from discontinued operations
subsequent to the date of sale. Prior to reclassification, the
operations associated with this transaction were classified into our “CNC
machine tool remanufacturing” segment. Summarized balance sheet
information for NCR as of August 16, 2010 is set forth below:
|
NCR
Disposition
|
||||
|
Cash
|
0 | |||
|
Inventories
|
262,462 | |||
|
Other
current assets
|
49,041 | |||
|
Total
current assets
|
311,503 | |||
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Property
and equipment, net
|
69,619 | |||
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Other
non-current assets
|
234,451 | |||
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Total
Assets of NCR
|
615,573 | |||
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Accounts
payable and accrued expenses
|
(2,373,060 | ) | ||
|
Total
liabilities of NCR
|
(2,373,060 | ) | ||
|
Shareholder
Note Receivable
|
584,691 | |||
|
Net
Gain from Disposition
|
(1,172,796 | ) | ||
Item
7.01 Regulation FD Disclosure.
On
September 15, 2010, we issued a press release regarding the disposition of NCR,
a copy of which is attached hereto as Exhibit 99.1.
We
undertake no obligation to update any information or forward looking statements
except to the extent required by applicable law.
Item
9.01 Financial Statements and Exhibits.
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Exh.
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Description
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99.1
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Press release dated September 15, 2010 |
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.
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U.S.
AEROSPACE, INC.
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|||
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Date:
September 15, 2010
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By:
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/s/ Michael C. Cabral | |
| Michael C. Cabral | |||
|
President
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