UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): June 28, 2019~~1934

Date of Report (Date of earliest event reported): January 20, 2020

U.S. LITHIUM CORP.

(Exact name of registrant as specified in its charter)

Nevada	~~333-144944~~	98333-~~0514250~~144944	98-0514250
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction		(Commission File Number)	(IRS Employer
of Incorporation)			Identification Number)
		12340 Seal Beach Blvd. Suite B-190 Seal Beach, CA 90740
		(Address of principal executive offices)
		(702) 866-2500
		(Registrant’s Telephone Number)

12340 Seal Beach Blvd. Suite B-190

Seal Beach, CA 90740

(Address of principal executive offices, including zip code)

(702) 866-2500

(Registrant’s telephone number, including area code)

(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):

☐ . Written ~~communications~~communication 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))

~~Securities~~ . Soliciting ~~registered~~material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

~~Title~~ . Pre-commencement ofcommunication ~~each~~pursuant ~~class~~to ~~Trading~~Rule ~~Symbol~~14d-2(sb) ~~Name~~under ofthe ~~exchange~~Exchange onAct ~~which~~(17 ~~registered~~CFR ~~Common Shares LITH N/A~~240.14d-2(b))

☐	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

. Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ 1~~.01 Entry into a Material Definitive Agreement.~~

OnItem ~~June 28, 2019 U~~1.01 S.Entry Lithium Corp. (the “Company”) concluded agreements (the “Agreements”) with certain individuals and/or entities holding debt (the “Debt”) of the Company (the “Debt Holders”). The Debt converted was previously reported in the Company’s Quarterly Report for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on May 20, 2019. Pursuant to the Agreements, the Debt Holders agreed to convert the amounts currently owed to them by the Company into ~~shares of the Company’s Common Stock at~~ a ~~price~~Material ~~per~~Definitive ~~share equal to $0~~Agreement.~~195. A total of $406,357.02 in principal and interest due to the Debt Holders was converted into 2,083,884 shares of Common Stock.~~

~~Item~~On 3January 20, 2020 U.02 ~~Unregistered~~S. ~~Sales~~Lithium Corp. (the “Company”) concluded an agreement (the “Agreement”) to acquire four contracts providing for the production, processing, marketing, and sales of ~~Equity~~hemp ~~Securities~~and CBD products. The contracts were purchased from Hemp Cloud 9 LLC, a Texas company for total consideration of 4,700,000 shares of common stock in U. S. Lithium. The four contracts purchased were between Hemp Cloud 9 and (a) Hemp Heaven Farms Inc., (b) CBD Gummy King LLC, (c) Validus Healthcare Network Inc., and (d) Mykline LLC.

The ~~information~~contract ~~provided~~with inHemp ~~Item~~Heaven 1Farms allows the Company to purchase and resell hemp and certain cannabinoid products produced by the farm.01 The agreement with CBD Gummy King (“King”) allows the Company to sell raw hemp material and CBD products to King and to purchase gummy products from King for resale. The agreement with Validus Healthcare Network allows the Company to sell CBD products to Validus for resale to its network of ~~this~~healthcare ~~Current~~practitioners. Mykline ~~Report~~sells onproducts ~~Form~~to ~~8-K~~chiropractors isand ~~incorporated~~the ~~herein~~contract byallows ~~reference~~that group to market and sell the Company’s cannabinoid products into that market.

The ~~issuance~~foregoing summary of the ~~Common~~purchase ~~Stock~~agreement ~~described~~between inHemp ~~Item~~Cloud ~~1.01~~9 ~~was~~and ~~completed in accordance with~~ the ~~exemption~~Company ~~from registration~~is ~~provided~~qualified by ~~Section~~reference ~~4(a)(2)~~to of the ~~Securities~~full ~~Act~~text of ~~1933, as amended. The Company’s reliance upon Section 4(a)(2) of~~ the ~~Securities~~agreement, ~~Act~~which inis ~~issuing~~filed ~~the~~as ~~securities~~Exhibit ~~was~~1.01 ~~based~~hereto ~~upon~~and ~~the~~incorporated ~~following~~herein ~~factors: (a) the issuance of the securities was a private transaction~~ by usreference. ~~which~~For ~~did~~additional ~~not~~information, ~~involve~~reference ais ~~public~~made ~~offering;~~to ~~(b) there were only a few recipients; (c) there were no subsequent or contemporaneous public offerings of~~ the ~~securities~~press byrelease ~~the~~issued ~~Company;~~on ~~(d)~~January ~~the~~21, ~~securities~~2020 ~~were not~~which ~~broken~~is ~~down~~attached ~~into~~as ~~smaller~~Exhibit ~~denominations;~~hereto and ~~(e)~~incorporated ~~the~~herein ~~negotiations~~by ~~for the issuance of the securities took place directly between the Debt Holders and the Company~~reference.

Item 93.0102 ~~Financial~~Unregistered ~~Statements~~Sales ~~and~~of ~~Exhibits~~Equity Securities.

~~(d)~~The ~~Exhibits~~information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Exhibit Number		Exhibit Description
10.1		Form of Debt Conversion Agreement

The issuance of the Common Stock described in Item 1.01 was completed in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was a private transaction by us which did not involve a public offering; (b) there were only a few recipients; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; and (d) the negotiations for the issuance of the securities took place directly between the Hemp Cloud 9 and the Company.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits

~~Pursuant~~(d) ~~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.~~Exhibits

Date: July 3, 2019	U.S. Lithium Corp.
ExhibitNumber		Exhibit Description
	By: /s/ Gregory Rotelli
1.01		Asset Purchase Agreement with Hemp Cloud 9
	Gregory Rotelli
	President & CEO

2 99.1 Press Release dated January 21, 2020

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.



Date: January 23, 2020	U.S. Lithium Corp.

	By: /s/ Gregory Rotelli
	Gregory Rotelli
	President & CEO
		Other Events.

Filing Compare · U.S. Lithium Corp.