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

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))

On March 26, 2012, our board of directors approved an agreement and plan of merger to merge with and into our wholly-owned subsidiary USA Graphite Inc., a Nevada corporation, to effect a name change from Magnum Oil Inc. to USA Graphite Inc.  USA Graphite Inc. was formed solely for the change of name.  

In addition to the name change, our board of directors approved to effect a 3.5 new for one (1) old forward stock split of our authorized and issued and outstanding shares of common stock.  Upon effect of the forward stock split, our authorized capital will be increased from 50,000,000 to 175,000,000 shares of common stock and correspondingly, our issued and outstanding shares of common stock will be increased from 48,400,000 to 169,400,000 shares of common stock, all with a par value of $0.001.

These amendments are currently under review with the Financial Industry Regulatory Authority (“FINRA”).  We will announce the completion of FINRA review and the effectiveness of these changes on the market by filing a Current Report on Form 8-K.

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.