(Date of
Event which Requires Filing of this Statement
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. o
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
ITEM
1. SECURITY
AND ISSUER
This
Schedule 13D relates to shares of Series E Convertible Preferred Stock, par
value $1.00 per share, of U.S. Aerospace, Inc., a Delaware corporation (the
“Issuer”), each share of which is convertible into 500 shares of common stock,
par value $0.10 per share, of the Issuer, CUSIP No. 90345G109.* The
principal executive office of the Issuer is located at 10291 Trademark Street,
Suite C, Rancho Cucamonga, California91730.
ITEM
2. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE
ISSUER
Effective
August 11, 2010, TUSA Acquisition Corporation (“TUSA”) entered into a letter
agreement with the Issuer agreeing not to vote any shares of preferred stock or
common stock convertible therefrom or take other actions to influence control
over the Issuer.
ITEM
3. MATERIAL
TO BE FILED AS EXHIBITS
3.
Letter
agreement dated August 11, 2010, between TUSA and the
Issuer.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
The
undersigned is an owner of record or beneficially of certain shares of preferred
stock of the Company. The undersigned acknowledges that the Company and the
Purchasers are relying on the representations and agreements of the undersigned
contained in this letter agreement.
The
undersigned hereby agrees that the undersigned will not (and will cause any
affiliate or any immediate family member of (i) the undersigned or
(ii) the undersigned’s spouse, living in the undersigned's household not
to) at any time prior to July 31, 2011, (i) vote any shares of common stock or
preferred stock of Company owned or controlled by it, solicit any proxies, or
seek to advise or influence any person with respect to any voting securities of
the Company; (ii) engage or participate in any actions, plans or proposals which
relate to or would result in (a) acquiring additional securities of the Company,
alone or together with any other person, which would result in exceeding the
Holder Ownership Limit, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Company or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the present capitalization or dividend policy
of the Company, (f) any other material change in the Company’s business or
corporate structure, including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of
the Investment Company Act of 1940, (g) changes in the Company’s charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act, or (j) any action,
intention, plan or arrangement similar to any of those enumerated above; or
(iii) request the Company or its directors, officers, employees, agents or
representatives to amend or waive any provision of this letter
agreement.
[Remainder
of page intentionally left blank]
This
letter agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives and assigns of the
undersigned. This letter agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to any
conflict of laws principles.
TUSA
Acquisition Corporation
Printed
Name of Holder
By:
Signature
Daisy
Rodriguez, President
Printed
Name of Person Signing
(and
indicate capacity of person signing, if signing as custodian, trustee, or
on behalf of an entity)
Dates Referenced Herein and Documents Incorporated by Reference
