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: June 21, 2002


                     United States Crude International, Inc.
             (Exact Name of Registrant as Specified in its Charter)


                                     Nevada
           (State or Other Jurisdiction of Registrant or Organization)


              02-8567                                  84-1521101
     (Commission File Number)             (I.R.S. Employer Identification No.)



         25809  Business  Center  Drive
                   Suite  D
             Redland,  California                                92374
(Address  of  Principal  Executive  Offices)                   (Zip Code)


                                (888) 872 - 7833
              (Registrant's Telephone Number, Including Area Code)

                                        1
<PAGE>

ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS.

     This  Form 8-K is being filed by United States Crude International, Inc. as
the  Successor  to  U.S.  Crude,  Ltd. pursuant to Rule 12g-3, of the Securities
Exchange  Act  of  1934,  as  amended.

     Effective June 6, 2002, and pursuant to NRS 78.565 2. (a), the Registrant's
predecessor,  U.S.  Crude, Ltd., transferred its assets and liabilities to a new
wholly-owned  Subsidiary, called United States Crude International, Inc. ("USCU"
or  the "Registrant"). USCU is, like U.S. Crude, Ltd., a Nevada corporation, and
its  capital consists of 20,000,000,000 shares of Common Stock, Par Value $0.001
per share, and 40,000,000 shares of Preferred Stock, Par Value $0.001 per share.
Following  the  organization  of  USCU,  and  pursuant to an Asset and Liability
Transfer  Agreement,  USCU  issued  745,000,000  shares of its Common Stock, Par
Value  $0.001 per share, and 40,000,000 shares of its Preferred Stock, Par Value
$0.001  per  share,  to  U.S.  Crude,  Ltd.,  and, in exchange, U.S. Crude, Ltd.
transferred  all  of  its assets and liabilities to USCU. Thus, by virtue of the
ownership  by  U.S.  Crude,  Ltd. of all of the issued and outstanding shares of
USCU,  USCU became a wholly-owned Subsidiary of U.S. Crude, Ltd., and USCU owned
all  the assets, and became responsible for the liabilities of, U.S. Crude, Ltd.

     Thereafter, and further pursuant to the statute, the Registrant pledged its
all  of  its  assets  to  certain creditors of U. S. Crude, Ltd., to wit, Equity
Planners, LLC, Sea Lion Investors, LLC, and Myrtle Holdings, LLC (the Accredited
Investors  ") in order to further secure the indebtedness owed to the Accredited
Investors on account of that certain Subscription Agreement dated August 1, 2001
(the  "Subscription  Agreement")  with  respect  to  a  series  of  Convertible
Debentures  issued  by  U.S.  Crude, Ltd. to the Accredited Investors. Since NRS
78.565  2.  (a)  permits  transfer, without shareholder approval, of assets of a
Nevada  corporation to a wholly-owned Subsidiary by way of mortgage, or in trust
or  in  pledge  to secure indebtedness of such a corporation, since the transfer
was  to a wholly-owned Subsidiary of U.S.Crude, Ltd., and since the transfer was
in  pledge  to  secure  the  indebtedness  of  U.S.Crude, Ltd. to the Accredited
Investors,  no  shareholder approval by the shareholders of U.S. Crude, Ltd. was
necessary  to  effect  the  transfer  and  the  pledge.

     Following  the  transfer  of  assets,  and  as  noted  above,  USCU  issued
745,000,000  shares  of  its  Common  Stock,  Par  Value  $0.001  Per share, and
40,000,000  shares  of  its  Preferred  Stock,  Par  Value  $0.001per  share, to
U.S.Crude, Ltd. which, did, thereafter, declare a dividend of these (new) shares
of  USCU  to the Common and Preferred shareholders, respectively, of U.S. Crude.

     The transfer of assets and liabilities followed by a declaration of a stock
dividend  by  U.  S.  Crude.  Ltd. of its shares of USCU was taken for following
business  reasons:

      First,  the  transfer  would give some degree of comfort to the Accredited
Investors and would reduce the potential for a of default under the Subscription
Agreement.  Secondly,  since  theas  a new entity, USCU would have no history of
operations  and,  therefore, relatively less complex Financial Statements. Thus,
transferring  the  assets  to  a  new  entity,  with its relatively less complex
Financial  Statements,  would  tend  to make the value of the assets more easily
ascertainable.  This, in turn, means that in the event of a default and judicial
sale,  since  the  value  of the assets would be more easily ascertainable, this
fact would tend to reduce the potential for litigation engendered by uncertainty
over  asset  valuation.  Thus, since the transfer would avoid a possible default
under  the  Convertible  Debentures,  and,  if  there were to be a default after
transfer,  since  the potential for costly litigation over asset valuation would
be  reduced,  the  transfer would be in the best interests of the Registrant and
its  Shareholders.

                                        2
<PAGE>

     Concurrently,  the  Accredited  Investors,  as  holders  of the Convertible
Debentures  entered  into  an  Assignment  and  Assumption  Agreement  with  the
Registrant  and  USCU  pursuant  to which U.S. Crude, Ltd. assigned Subscription
Agreement  dated  August  1, 2001, with respect to the Convertible Debenture, to
USCU.  Also  concurrently,  USCU entered into an Asset Pledge Agreement with the
Accredited  Investors, pursuant to which USCU pledged its assets (those formerly
belonging  to  U.S.  Crude,  Ltd.)  to  the  Accredited  Investors as additional
security  for  the  debt  evidenced  by  the  Convertible  Debentures.

     In  that  connection, the Registrant, as the successor to U.S. Crude, Ltd.,
is  presently  obligated  to  re-pay  approximately  $ 100,000.00 in debt to the
Accredited  Investors,  and  the  Registrant,  as  successor to U.S. Crude, Ltd.
anticipates  receiving  additional funds pursuant to the Subscription Agreement.
Pursuant  to  the  Assignment  and  Assumption  Agreement,  these  rights  and
obligations of U.S. Crude, Ltd. with respect to the Subscription Agreement would
enure  to  the benefit of and be binding upon USCU and the Accredited Investors.

     So that the public shareholders of U.S. Crude, Ltd. would continue to enjoy
ownership  rights  in  the  business and assets of U.S. Crude, Ltd., U.S. Crude,
Ltd. declared a stock dividend of the shares of USCU Common Stock which it owned
to  its  own shareholders on a basis of one share of USCU for each one shares of
U.S. Crude, Ltd. held. Thus, effective at the Close of Business on June 6, 2002,
U.S. Crude, Ltd declared a stock dividend of its 745,000,000,000  shares of USCU
Common  Stock to its (U.S. Crude, Ltd.'s) shareholders of record as of that same
date  on  a 1-for-1 basis, and, also, effective at the Close of Business on June
6, 2002, US Crude also declared a stock dividend of its Preferred Shares of USCU
(which  are Restricted Securities) to its (US Crude's) Shareholders of record as
of  that  same  date  also  on  a  1-for  1  basis,  as  follows:

<TABLE>
<CAPTION>
<S>                                                 <C>

Class  of  USCR  Preferred Held                    Class of USCU  Preferred  to  be  Received

4,000,000  Shares with 10:1 Voting Rights          4,000,000 Shares with 10:1  Voting  Rights
4,000,000  Shares  with 100:1 Voting Rights        4,000,000 Shares with  100:1  Voting  Rights

</TABLE>

so that the Shareholders of US Crude received a total of 8,000,000 shares of the
USCU  Preferred Stock, Par Value $0.001per share, with the right to cast a total
of  440,000,000  votes.

     As  a  result  of  the  stock  dividend of the shares of USCU Common Stock,
effective  at the Close of Business on June 6, 2002, trading in shares of Common
Stock  of  USCU  began, and trading in shares of U.S. Crude, Ltd.'s Common Stock
will  ceased,  and  U.S. Crude, Ltd. will be dormant for the foreseeable future.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.


          (c)     Exhibits:

               EXHIBIT  NO.                             ITEM

               3(i)    Articles  of  Incorporation  of  United  States  Crude
                       International,  Inc.

               4.1     Asset  and  Liability  Transfer  Agreement  between  U.S.
                       Crude,  Ltd.  and  United  States  Crude  International,
                       Inc.

               4.2     Assignment  and  Assumption Agreement between U.S. Crude,
                       Ltd., Equity Planners,  LLC,  Sea Lion Investors, LLC,
                       and Myrtle Holdings,  LLC,  and United  States  Crude
                       International,  Inc.

               4.3     Asset  Pledge  Agreement  between  United  States  Crude
                       International,  Inc. and  Equity Planners, LLC, Sea Lion
                       Investors, LLC, and Myrtle Holdings,  LLC.

                                        3
<PAGE>

                                    SIGNATURES

          Pursuant  to  the requirements of the Securities Exchange Act of 1934,
as  amended, this report has been signed below by the following person on behalf
of  the  Registrant  and  in  the  capacities  and  on  the  dates  indicated.


By:  /s/  Tony  Miller                              Dated:____________________
     -----------------
     Tony  Miller,  President  and  Director

                                        4
<PAGE>
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{"company-data": {"conformed-name": "UNITED STATES CRUDE INTERNATIONAL INC", "cik": "0001101217", "assigned-sic": "1381", "irs-number": "841521101", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28567", "film-number": "02701119"}, "business-address": {"street1": "25809 BUSINESS CENTER DRIVE", "street2": "SUITE D", "city": "REDLANDS", "state": "CA", "zip": "92374", "phone": "8888727833"}, "former-company": [{"former-conformed-name": "CYPRESS CAPITAL INC/NV", "date-changed": "19991217"}, {"former-conformed-name": "US CRUDE LTD", "date-changed": "20000801"}]}
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: June 21, 2002

                     United States Crude International, Inc.
             (Exact Name of Registrant as Specified in its Charter)

                                     Nevada
           (State or Other Jurisdiction of Registrant or Organization)

              02-8567                                  84-1521101
     (Commission File Number)             (I.R.S. Employer Identification No.)

         25809  Business  Center  Drive
                   Suite  D
             Redland,  California                                92374
(Address  of  Principal  Executive  Offices)                   (Zip Code)

                                (888) 872 - 7833
              (Registrant's Telephone Number, Including Area Code)

                                        1
ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS.

     This  Form 8-K is being filed by United States Crude International, Inc. as
the  Successor  to  U.S.  Crude,  Ltd. pursuant to Rule 12g-3, of the Securities
Exchange  Act  of  1934,  as  amended.

     Effective June 6, 2002, and pursuant to NRS 78.565 2. (a), the Registrant's
predecessor,  U.S.  Crude, Ltd., transferred its assets and liabilities to a new
wholly-owned  Subsidiary, called United States Crude International, Inc. ("USCU"
or  the "Registrant"). USCU is, like U.S. Crude, Ltd., a Nevada corporation, and
its  capital consists of 20,000,000,000 shares of Common Stock, Par Value $0.001
per share, and 40,000,000 shares of Preferred Stock, Par Value $0.001 per share.
Following  the  organization  of  USCU,  and  pursuant to an Asset and Liability
Transfer  Agreement,  USCU  issued  745,000,000  shares of its Common Stock, Par
Value  $0.001 per share, and 40,000,000 shares of its Preferred Stock, Par Value
$0.001  per  share,  to  U.S.  Crude,  Ltd.,  and, in exchange, U.S. Crude, Ltd.
transferred  all  of  its assets and liabilities to USCU. Thus, by virtue of the
ownership  by  U.S.  Crude,  Ltd. of all of the issued and outstanding shares of
USCU,  USCU became a wholly-owned Subsidiary of U.S. Crude, Ltd., and USCU owned
all  the assets, and became responsible for the liabilities of, U.S. Crude, Ltd.

     Thereafter, and further pursuant to the statute, the Registrant pledged its
all  of  its  assets  to  certain creditors of U. S. Crude, Ltd., to wit, Equity
Planners, LLC, Sea Lion Investors, LLC, and Myrtle Holdings, LLC (the Accredited
Investors  ") in order to further secure the indebtedness owed to the Accredited
Investors on account of that certain Subscription Agreement dated August 1, 2001
(the  "Subscription  Agreement")  with  respect  to  a  series  of  Convertible
Debentures  issued  by  U.S.  Crude, Ltd. to the Accredited Investors. Since NRS
78.565  2.  (a)  permits  transfer, without shareholder approval, of assets of a
Nevada  corporation to a wholly-owned Subsidiary by way of mortgage, or in trust
or  in  pledge  to secure indebtedness of such a corporation, since the transfer
was  to a wholly-owned Subsidiary of U.S.Crude, Ltd., and since the transfer was
in  pledge  to  secure  the  indebtedness  of  U.S.Crude, Ltd. to the Accredited
Investors,  no  shareholder approval by the shareholders of U.S. Crude, Ltd. was
necessary  to  effect  the  transfer  and  the  pledge.

     Following  the  transfer  of  assets,  and  as  noted  above,  USCU  issued
745,000,000  shares  of  its  Common  Stock,  Par  Value  $0.001  Per share, and
40,000,000  shares  of  its  Preferred  Stock,  Par  Value  $0.001per  share, to
U.S.Crude, Ltd. which, did, thereafter, declare a dividend of these (new) shares
of  USCU  to the Common and Preferred shareholders, respectively, of U.S. Crude.

     The transfer of assets and liabilities followed by a declaration of a stock
dividend  by  U.  S.  Crude.  Ltd. of its shares of USCU was taken for following
business  reasons:

      First,  the  transfer  would give some degree of comfort to the Accredited
Investors and would reduce the potential for a of default under the Subscription
Agreement.  Secondly,  since  theas  a new entity, USCU would have no history of
operations  and,  therefore, relatively less complex Financial Statements. Thus,
transferring  the  assets  to  a  new  entity,  with its relatively less complex
Financial  Statements,  would  tend  to make the value of the assets more easily
ascertainable.  This, in turn, means that in the event of a default and judicial
sale,  since  the  value  of the assets would be more easily ascertainable, this
fact would tend to reduce the potential for litigation engendered by uncertainty
over  asset  valuation.  Thus, since the transfer would avoid a possible default
under  the  Convertible  Debentures,  and,  if  there were to be a default after
transfer,  since  the potential for costly litigation over asset valuation would
be  reduced,  the  transfer would be in the best interests of the Registrant and
its  Shareholders.

                                        2
Concurrently,  the  Accredited  Investors,  as  holders  of the Convertible
Debentures  entered  into  an  Assignment  and  Assumption  Agreement  with  the
Registrant  and  USCU  pursuant  to which U.S. Crude, Ltd. assigned Subscription
Agreement  dated  August  1, 2001, with respect to the Convertible Debenture, to
USCU.  Also  concurrently,  USCU entered into an Asset Pledge Agreement with the
Accredited  Investors, pursuant to which USCU pledged its assets (those formerly
belonging  to  U.S.  Crude,  Ltd.)  to  the  Accredited  Investors as additional
security  for  the  debt  evidenced  by  the  Convertible  Debentures.

     In  that  connection, the Registrant, as the successor to U.S. Crude, Ltd.,
is  presently  obligated  to  re-pay  approximately  $ 100,000.00 in debt to the
Accredited  Investors,  and  the  Registrant,  as  successor to U.S. Crude, Ltd.
anticipates  receiving  additional funds pursuant to the Subscription Agreement.
Pursuant  to  the  Assignment  and  Assumption  Agreement,  these  rights  and
obligations of U.S. Crude, Ltd. with respect to the Subscription Agreement would
enure  to  the benefit of and be binding upon USCU and the Accredited Investors.

     So that the public shareholders of U.S. Crude, Ltd. would continue to enjoy
ownership  rights  in  the  business and assets of U.S. Crude, Ltd., U.S. Crude,
Ltd. declared a stock dividend of the shares of USCU Common Stock which it owned
to  its  own shareholders on a basis of one share of USCU for each one shares of
U.S. Crude, Ltd. held. Thus, effective at the Close of Business on June 6, 2002,
U.S. Crude, Ltd declared a stock dividend of its 745,000,000,000  shares of USCU
Common  Stock to its (U.S. Crude, Ltd.'s) shareholders of record as of that same
date  on  a 1-for-1 basis, and, also, effective at the Close of Business on June
6, 2002, US Crude also declared a stock dividend of its Preferred Shares of USCU
(which  are Restricted Securities) to its (US Crude's) Shareholders of record as
of  that  same  date  also  on  a  1-for  1  basis,  as  follows:
Class  of  USCR  Preferred Held                    Class of USCU  Preferred  to  be  Received

4,000,000  Shares with 10:1 Voting Rights          4,000,000 Shares with 10:1  Voting  Rights
4,000,000  Shares  with 100:1 Voting Rights        4,000,000 Shares with  100:1  Voting  Rights
so that the Shareholders of US Crude received a total of 8,000,000 shares of the
USCU  Preferred Stock, Par Value $0.001per share, with the right to cast a total
of  440,000,000  votes.

     As  a  result  of  the  stock  dividend of the shares of USCU Common Stock,
effective  at the Close of Business on June 6, 2002, trading in shares of Common
Stock  of  USCU  began, and trading in shares of U.S. Crude, Ltd.'s Common Stock
will  ceased,  and  U.S. Crude, Ltd. will be dormant for the foreseeable future.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.

          (c)     Exhibits:

               EXHIBIT  NO.                             ITEM

               3(i)    Articles  of  Incorporation  of  United  States  Crude
                       International,  Inc.

               4.1     Asset  and  Liability  Transfer  Agreement  between  U.S.
                       Crude,  Ltd.  and  United  States  Crude  International,
                       Inc.

               4.2     Assignment  and  Assumption Agreement between U.S. Crude,
                       Ltd., Equity Planners,  LLC,  Sea Lion Investors, LLC,
                       and Myrtle Holdings,  LLC,  and United  States  Crude
                       International,  Inc.

               4.3     Asset  Pledge  Agreement  between  United  States  Crude
                       International,  Inc. and  Equity Planners, LLC, Sea Lion
                       Investors, LLC, and Myrtle Holdings,  LLC.

                                        3
SIGNATURES

          Pursuant  to  the requirements of the Securities Exchange Act of 1934,
as  amended, this report has been signed below by the following person on behalf
of  the  Registrant  and  in  the  capacities  and  on  the  dates  indicated.

By:  /s/  Tony  Miller                              Dated:____________________
     -----------------
     Tony  Miller,  President  and  Director

                                        4