SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-K
 (Mark
One)
 
 x
              Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the fiscal year ended September 30,
  2010
 
 OR
 
  ̈
              Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the transition period from ___ to
___
 
 Commission
File Number: 000-19061
 
 USCORP
 (Exact
name of the Company as specified in its charter)
 
 Nevada
                
                87-0403330(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (I.R.S.
      Employer
                  Identification
      No.)
 
 4535 W. Sahara Ave, Suite
200, Las Vegas, NV 89102
 (Address
of principal executive offices)
 
 (702)
933-4034
 (The
Company’s telephone number, including area code)
  
 Securities
registered pursuant to Section 12(b) of the Act:
 
 Title of Each Class
                
                Names of each exchange
                  on which registeredNone
                
                None
 
 Securities
registered pursuant to Section 12(g) of the Act:
 
 Common
Shares, $0.01 Par Value
 
 
   Indicate
by check mark whether the Company (l) has filed all reports required to be filed
by section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes xNo  ̈
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of The Company’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. x
 
 Indicate
by check mark whether the Registrant is a large accelerated filer, accelerated
filer, a non-accelerated filer or a small departing company.
 
 Large
      Accelerated Filer  ̈
                Accelerated
      Filer  ̈Non-Accelerated
      Filer  ̈
                Small
      Reporting Company x
 Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2
of the Act).    Yes  ̈No x
 
 State the
issuer’s revenues for its most recent fiscal year. $0.0
 
 State the
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
price of such stock, as of a specified date within the past 60 days. As of
December 22, 2010, the value of such stock was $5,786,312. Shares of common
stock held by each executive officer and director and by certain persons who own
5% or more of the outstanding common stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
 
 Number of
shares outstanding of Issuer’s class A common stock, $0.01 par value,
outstanding on September 30, 2010: 135,955,389 shares. Number of shares
outstanding of Issuer’s class B common stock, $0.001 par value, outstanding on
September 30, 2010: 5,060,500 shares.
 
 Documents
Incorporated by Reference: NONE
 
 Transitional
Small Business Disclosure Format (Check one): Yes  ̈; No x
  
 
 FORM
10-K
 September
30, 2008
 USCORP
 
 TABLE
OF CONTENTS
 
 FORWARD
      LOOKING STATEMENTS
                        
                        3PART
      IITEM
      1
                        Description
      of Business
                        
                        3Item
      1A
                        Risk
      Factors
                        
                        20Item
      1B
                        Unresolved
      Staff Comments
                        
                        23ITEM
      2
                        Properties
                        
                        23ITEM
      3
                        Legal
      Proceedings
                        
                        23ITEM
      4
                        Submission
      of Matters to a Vote of Security Holders
                        
                        23PART
      IIITEM
      5
                        Market
      for The Company’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                        
                        24Item
      6
                        Selected
      Financial Data
                        
                        25ITEM
      7
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                        
                        25Item
      7A
                        Qualitative
      and Quantitative Disclosure about Market Risk
                        
                        29ITEM
      8
                        Financial
      Statements
                        
                        29ITEM
      9
                        Changes
      in and Disagreements with Accountants
                        
                        47ITEM
      9A(T)
                        Controls
      and Procedures
                        
                        47ITEM
      9B
                        Other
      Information
                        
                        47PART
      IIIITEM
      10
                        Directors,
      Executive Officers, and Corporate Governance
                        
                        47ITEM
      11
                        Executive
      Compensation
                        
                        49ITEM
      12
                        Security
      Ownership of Certain Beneficial Owners and Management
                        
                        49ITEM
      13
                        Certain
      Relationships and Related Transactions
                        
                        50ITEM
      14
                        Principal
      Accountant Fees and Services
                        
                        50ITEM
      15
                        Exhibits
                        
                        51Signatures
                        
                        
                        51
  Page2 of 51
 
 FORWARD
LOOKING STATEMENTS
 
 Some of
the information contained in this Annual Report may constitute forward-looking
statements or statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on current
expectations and projections about future events. The words “estimate”, “plan”,
“intend”, “expect”, “anticipate” and similar expressions are intended to
identify forward-looking statements which involve, and are subject to, known and
unknown risks, uncertainties and other factors which could cause the Company’s
actual results, financial or operating performance, or achievements to differ
from future results, financial or operating performance, or achievements
expressed or implied by such forward-looking statements. Projections and
assumptions contained and expressed herein were reasonably based on information
available to the Company at the time so furnished and as of the date of this
filing. All such projections and assumptions are subject to significant
uncertainties and contingencies, many of which are beyond the Company’s control,
and no assurance can be given that the projections will be realized. Potential
investors are cautioned not to place undue reliance on any such forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
 
 PART
I
 
 ITEM
1. DESCRIPTION OF BUSINESS
 
 BACKGROUND
 
 USCorp
(hereafter, the “Company”, “we” and “our” refer to USCorp) was formed in May
1989 in the state of Nevada as The Movie Greats Network, Inc. In August 1992,
the Company changed its name to The Program Entertainment Group, Inc. In August
1997, the Company changed its name to Santa Maria Resources, Inc. In September
2000, the Company changed its name to Fantasticon, Inc. and in January 2002 the
Company changed its name to USCorp.
 
 In April
2002, the Company acquired USMetals, Inc. (“USMetals”), a Nevada corporation,
and holder of 141 unpatented lode mining claims by issuing 24,200,000 shares of
Company Common Stock in exchange for all of the then issued and outstanding
shares of USMetals. USMetals became a wholly owned subsidiary of the Company.
Since being acquired by USCorp USMetals has added lode and placer claims for a
total of 172 claims that we refer to as the Twin Peaks Project.
 
 Southwest
Resource Development, Inc. (“Southwest”) was formed and organized under the laws
of the State of Nevada on April 3, 2004 as a wholly owned subsidiary of USCorp.
On or about May 29, 2004, Southwest acquired 8 lode and 21 placer mining claims
(the “Mining Claims”) in Imperial County, California. Since being formed by
USCorp Southwest has added additional claims for a total of 124 claims that we
refer to as the Picacho Salton Project.
 
 Both
USMetals and Southwest have acquired additional mining claims and USCorp has
performed significant exploration work, including the completion of feasibility
studies, environmental, ecological and biological reports and performed drilling
as described more fully below (See “USMETALS - Summary of Organization and
Business” and “SOUTHWEST RESOURCE DEVELOPMENT, INC. - Summary of Organization
and Business”).
   Page3 of 51
    USCorp is
an “exploration stage” company. All of the Company’s mining claims are held in
the names of its wholly owned subsidiaries, USMetals, Inc. (“USMetals”) and
Southwest Resource Development, Inc. (“Southwest”). The Company’s operations
center on completing exploration and beginning development of USMetals’ mining
property known as the Twin Peaks Project, and Southwest’s mining properties
which the Company refers to as the Picacho Salton Project. The Company has
realized no revenues from operations to date.
 
 The
Company, through its wholly-owned subsidiary, USMetals, owns 172 mining claims
in the Eureka Mining District of Yavapai County, Arizona, called the Twin Peaks
Project; and through its wholly-owned subsidiary, Southwest, owns a total of 124
mining claims in the Mesquite Mining District of Imperial County, California,
called the Picacho Salton Project.
 
 A.
RECENT DEVELOPMENTS.
 
 We have
included in this discussion of Recent Developments quotes from recent press
releases, without providing updating or clarifying statements within the
quotations. Additional information, including updates and clarifications, if
any, follow in subsequent paragraphs and in other sections of this
Report.
 
 In
October 2009 we reported that, in order to facilitate ongoing negotiations with
a number of mining companies, we had uploaded proprietary technical data to a
secure website operated by Pandesa ShareVault for viewing by industry
professionals. This data is now available on USCorp’s web site at uscorpnv.com.
Access to the proprietary data is by invitation only after signing a
confidentiality agreement and it is password protected. The information
includes:
 
 ·
              Feasibility Studies and Technical
      Reports for Twin Peaks in Arizona, USA and Picacho Salton in California,
      USA, Historical Assays, Drill Logs and other documents from the late 1800s
      through 2009
 
 ·
              Maps and photographs of our
      properties
 
 ·
              Corporate Information and SEC
      filings
 
 Also in
October 2009 our former President, Secretary and Treasurer, Larry Dietz, passed
away. Larry was a friend and business associate for over 25 years. His knowledge
of mineralization occurrences throughout the Southwest was unparalleled. He was
a Vietnam veteran. Most importantly, Larry was a truly good man and we miss
him.
 
 In
December, 2009 members of management, representatives of Geological Support
Services, Wondjina Research and Laguna Mountain Environmental along with
representatives from the El Centro Office of the Bureau of Land Management (BLM)
participated in a conference regarding our application to conduct exploratory
drilling on our Picacho Salton Project in Imperial County, California. All
remaining issues were thoroughly discussed along with the steps needed to
address those issues in order for the BLM to approve the company’s mining plan
of operations. It is USCorp’s belief, assuming no additional comments from the
BLM, that the approval may be granted during 2011.
 
 In
January 2010 we announced the reelection of Robert Dultz as Chairman of the
Board of Directors and a Director, Carl O’Baugh and Spencer Eubank to the Board
of Directors and the election of Michelle Seibel and B. K. Simerson as
directors. We also announced officers as follows: Robert Dultz, President CEO
and Acting CFO; and Spencer Eubank as Secretary-Treasurer.
 
 Also in
January we released general information about contacts with principals regarding
potential financing, joint-venture, merger, acquisition or other business
combinations whose purpose is development of the Company’s California and
Arizona properties by or with well-financed and highly experienced
miners.
 
 In
February we began advanced negotiations with two entities. Those communications
had as their object one or more of the following: equity and/or debt financing
in the US and Europe with our Class A and/or Class B Common, joint-venture,
merger, acquisition or other combinations whose purpose is development of
USCorp’s California and Arizona properties and public markets by or with
well-financed and highly experienced miners and financial
entities.
  Page4 of 51
 
 In July
we reported that in January, USCorp entered into discussions with a European
entity, and some progress was made regarding a private placement of our Common
Class B shares in Europe. USCorp was not able to release any information
publically or privately regarding this transaction due to the ongoing nature of
the discussions. During a spike up to 24 cents per share in March of our Class A
shares in the U.S. they were not able to complete their commitment,leading to a mutually
agreed termination of contract.
  Recently
the Proprietary Information about USCorp and technical information about our
properties was moved to our web site and is now available, upon request at uscorpnv.com. This is
the same body of information that was previously available on the Sharevault web
site. Access to the proprietary data is by invitation only after signing a
confidentiality agreement and it is password protected. The information
includes:
 ·
                  Feasibility
      Studies and Technical Reports for Twin Peaks in Arizona, USA and Picacho
      Salton in California, USA, Historical Assays, Drill Logs and other
      documents from the late 1800s through
2009
 ·
                  Maps
      and photographs of our properties
 ·
                  Corporate
      Information and SEC filings
 This
information is technical in nature; it is intended for mining industry
professionals and not the general public. Summaries and reports based on the
proprietary information are available to the general public on our web site and
in our filings with the Securities and Exchange Commission.
 Meanwhile,
in California we are in the final stages of obtaining approvals necessary to
conduct our planned drilling program on our Picacho Salton Project. The Bureau
of Land Management (BLM) has determined that all necessary studies and reports
have been submitted and are complete. USCorp has entered the final step before
the BLM grants approval of our Mining Plan of Operations for the Picacho
site.
 During
the 30 day Comment Period, during which the public was offered an opportunity to
voice concerns, the Quechan Tribe of Fort Yuma did object to our proposed
drilling program in a letter dated 8 June 2010. The California BLM is currently
working with the Quechan Tribe to resolve those objections. We have been assured
by the BLM that resolution is progressing, although when resolution will come is
not known.
 The
following are excerpts from an email received by USCorp from the California
Desert District BLM Office:
 "...In the
process of writing the decision record we will have to respond to every issue
brought up by the tribe...From the look of things we might also amend some
portions of the E.A. [Environmental Assessment] while resolving some of these
issues. ... I believe we will be through with this process soon..."
 USCorp
has addressed the concerns of the Quechan Tribe and expects that approval of our
California drilling program will attract the financing necessary to allow USCorp
to complete the planned drilling program at the Picacho Salton Project in
California.
 In August
we released and update that discussed Earlier in the month we filed our Report
on Form 10-Q with the U.S. Securities and Exchange Commission (SEC) with
financial statements for the period ending June 30, 2010, our fiscal third
quarter. A link to the filing is on our web site: http://uscorpnv.com.We also paid
the annual maintenance fee for our California and Arizona Claims. We filed 172
claims in Arizona and 124claims in California.
We reduced the number of claims filed in California and therefore our cost
basis, by eliminating duplicate lode and placer claims that covered the same
ground and correcting or eliminating overlapping claims. Our total acreage
remains the same.
   In
California we are very close to obtaining approvals necessary to initiate our
planned drilling program for our Picacho Salton Project. In Arizona the third
and final phase of the Twin Peaks drilling program is designed and necessary to
generate a report that meets industry measurement reporting standards. Without
the third phase completed we cannot say much regarding the results of the first
two phases, except to release assay results as we have done previously. Our
current projections were made without including the results from the first two
phases of the drilling program because of the need for the completion of the
third phase.
   We
continue to discuss financing options with individuals and entities regarding
potential acquisition, direct investment, joint-venture, and other business
combinations. We have also begun discussions concerning expanding and
strengthening our mining management team.
   In
September we announced that USCorp had signed a non-binding Letter of Intent
(LOI) with a multinational Chinese agricultural conglomerate with over USD$700
million in annual revenues. The next step was to complete a definitive agreement
spelling out terms and conditions including major financing for USCorp, which we
reported in October, see below.
   Page5 of 51
 
 “We
believe USCorp has shown itself to be a survivor in an era of economic
difficulties that have left many investors whose investments in ‘safe’ or
‘conservative’ companies left them holding the bag, in some cases an empty bag.
And in an era of disappearing juniors, forced out of business by the effects of
the economy, USCorp is still around, kept alive by the efforts of our management
team, working hard and spending frugally, as well as the efforts of our loyal
shareholders and investors. USCorp has done what it said it would do, limited
only by finances available to fulfill our business plan,” stated Robert Dultz,
CEO of USCorp.
   On
September 29, 2010 a meeting of the shareholders was held without notice
pursuant to the applicable provisions of the Nevada corporate statues and the
bylaws of the corporation at which meeting a majority of the shares of the
company were voted in person and by proxy. A summary of the matters submitted to
the security holders follow. All items were approved by majority
vote:
  The terms
and conditions of the Company’s Series A and Series B Preferred stock were
amended to read as follows: that all issued and outstanding USCorp Preferred
stock, when converted to Common A Stock shall be returned to the Treasury of
Preferred Stock of the Company;
 
 The
nominations for fiscal 2011 directors by the shareholders were Robert Dultz,
Director and Chairman, Spencer Eubank, Director, Michelle Seibel Director, and
as outside directors Carl O’Baugh, and B. K. Simerson were approved and the
individuals accepted their election to their respective positions;
 
 The
Officers of the corporation for fiscal 2011 were elected by the Board of
Directors: Robert Dultz CEO, President and acting CFO; Spencer Eubank
Secretary-Treasurer; and Michelle Siebel Assistant Secretary;
   The
purchase of Series A Preferred stock by Officers and Directors of the
corporation at par value was authorized by the shareholders as follows: Robert
Dultz 1.5 million; Spencer Eubank 500 thousand shares; Michelle Seibel 250
thousand shares; Carl O’Baugh 50 thousand shares and B. K. Simerson 50 thousand
shares;
   The
release of proprietary corporate information, including information regarding
the corporation’s properties, to select individuals and entities after
acknowledging the confidentiality of that information for the purpose of fund
raising, property development, joint-ventures, mergers and acquisitions, loans
and other deal making activities was approved by the shareholders;
   The
re-negotiation of the “Gold Bullion Loan” and Convertible Debentures to gain an
extension of time to repay these from the lenders was approved;
  The Board
was authorized to take whatever actions are deemed necessary by the Board to
protect the corporation’s rights, through its subsidiaries to explore, develop
and extract the minerals at the Twin Peaks Project property and the Picacho
Salton Project property;
   Spinning
off the corporation’s subsidiaries, USMetals, Inc., and Southwest Resource
Development, Inc. when and if deemed appropriate by the Board of Directors was
authorized by the Shareholders;
   The
Shareholders authorized distribution to the corporation’s shareholders as a
dividend of shares in USMetals, Inc., and Southwest Resource Development, Inc.,
at a rate of 1 subsidiary share for each 10 USCorp Common A, Common B,
(Regulation S share which trade only offshore, at this time in Europe), and
Series A and B Preferred shares (based on conversion rate) owned, or such other
rate as may be determined by the Board, and to issue USMetals, Inc., and
Southwest Resource Development, Inc. shares to warrant holders of USCorp
warrants when they exercise their warrants, fractions to be rounded to the next
highest full share;
 
 The
determination to implement or to not implement such spin-offs, at the discretion
of the Board, when and if necessary, in order to protect the investments and
rights of the shareholders as well as the ownership of said properties by
USMetals, Inc., and Southwest Resource Development, Inc, was authorized by the
shareholders;
 
 Page6 of 51
 The
Shareholders authorized the Board to raise funds by selling stock via private
placement or public offering in a manner, for prices and at times to be
determined by the Board;
  The
formation of a joint venture entity and/or a joint venture with “the Chinese
Conglomerate (“TCC“) according to the Joint Venture Agreement signed by USCorp
and TCC when and if TCC fulfills the conditional terms and conditions of said
agreement, namely funding of the joint venture was approved by the
shareholders;
   The
shareholders authorized the Board to extend the final cut-off date of January
15, 2011 of the Joint Venture Agreement with TCC if it is deemed by the Board to
be in the best interest of the Company and its shareholders to do so;
and
   The
shareholders approved all prior actions of the Board of Directors during fiscal
2010.
  In
October we signed an Agreement to form a Joint Venture that will initially
provide USD$25 million in loans and loan guarantees for development of USCorp’s
mining properties. The Agreement also calls for raising USD$100 million publicly
or privately.
   In
November we provided further details with regard to USCorp’s recently announced
agreement to form a joint venture to fund up to $125 million to develop gold and
silver properties.
   USCorp
has signed an agreement with a fully reporting public US company, which is the
holding company of a major Chinese-based conglomerate with revenues in excess of
$700 million (USD) annually, to form a joint venture to complete exploration and
begin development of USCorp’s mining properties. The US company, holding Chinese
assets, has requested confidentiality until the joint venture is funded with an
initial $25 million, which must take place on or before January 15,
2011.
   The
agreement calls for USCorp to contribute to the joint venture the claims it
presently owns in Arizona and California once the $25 million has been received
by the joint venture. It is the responsibility of the US company, holding
Chinese assets, to secure the $25 million in funding for the joint venture. If
it does, then each entity will own 50 percent of the joint venture.In
the event that the necessary initial funding is unable to be raised, the
agreement provides that it will be cancelled and neither USCorp nor the Chinese
partner will be obligated to perform under the Agreement. Initially the joint
venture is expected to carry out the following:
   *
Completion of the drilling program at Twin Peaks in Arizona
 *
Initiating and completing of the drilling program at Picacho Salton in
California
 *
Updating the mineralization estimates in the Company’s Technical Reports on both
properties
 *
Completion of all engineering and permitting on the two projects
 *
Retirement of all existing debt
 *
Commencement of mining operations.
  This
newly-formed joint venture entity will seek to raise an additional $100 million
(USD) to expand its asset base but no assurance can be given that either funding
will be successful.
   Upon the
completion of the funding the claims will be transferred to the joint venture
and the joint venture is expected to complete the drilling and development of
the properties. Reports from previous drilling show significant gold and silver
mineralization on the properties. This joint venture should enable completion of
the drilling programs in Arizona and California and commercial development of
these properties. USCorp’s Twin Peaks property in Yavapai County, Arizona is
near to, and on the same fault zone as the world famous Freeport-McMoRan mine in
Arizona. USCorp’s Picacho Salton Property, in California, is adjacent to both
NewGold’s open pit gold mine and the Goldcorp claims group in Imperial County
California.
   Page7 of 51
 
 This
newly-formed joint venture entity will seek to raise an additional $100 million
(USD) to expand its asset base but no assurance can be given that either funding
will be successful.
   As of the
date of this report we are awaiting further information from the Chinese
Conglomerate.
   B.
DESCRIPTION OF CURRENT BUSINESS OPERATIONS.
 
 The
Company’s plan of operation and business objectives are to engage in (a) the
precious metals exploration, mining, and refining business, and (b) the
acquisition of qualified candidates engaged in businesses that would complement
the Company’s existing or proposed operations. All of the Company’s mining
claims are held by its wholly owned subsidiaries.
 
 USMETALS
- Summary of Organization and Business.
 
 USMetals
(“USMetals”) was formed and organized under the laws of the State of Nevada on
May 3, 2000. On or about April 2, 2002, the Company acquired USMetals and its
141 lode mining claims (the “Mining Claims”). The purpose of USMetals is to
engage in the business of acquiring and developing mineral properties, exploring
for gold, silver, and other non-ferrous metals and minerals within the
contiguous United States. It is the further intention of USMetals to mine and to
process any commercially-proven reserves developed at its properties. The
company has recently expanded the Twin Peaks Project to a total of 172 Lode and
Placer claims.
 
 The
Mining Claims of USMetals are located in West-Central Arizona, in the Eureka
Mining District of Yavapai County, Arizona, approximately 42 miles west of
Prescott, Arizona. Within the boundaries of USMetals’ Mining Claims, more
commonly referred to as the “Twin Peaks Project”, are the historic sites of the
Crosby, Hayes, Swiss Belle and Gloryhole Mines, past producers of gold and
silver. The Twin Peaks Project claims are geographically located in the
southwestern division of the Eureka Mining District, which includes many
significant mines and prospects. There are tungsten mines in the Camp Wood area,
to the northeast, the existing historic gold mines and prospects which abut
USMetals’ property to the southeast along the Santa Maria River, and tungsten,
copper, and zinc mines to the south and southeast. The area has a long history
of mining activities. Mining companies can obtain experienced labor, affordable
housing, equipment repair, and mining services within the district.
 
 The Santa
Maria River traverses the Mining Claims and USMetals is the only company that
holds water rights to that section of the river, a valuable asset for a mining
company in this arid country.
 
 All of
USMetals’ mining properties are unpatented mining claims; consequently, the
Company has only possessory title with respect to such properties. The claims
were duly transferred by official deed from the prior owner to USMetals on March
22, 2002. The real property upon which USMetals’ claims are located is subject
to a paramount lien by the United States of America; all of USMetals’ claims are
subject to the applicable rules and regulations of the United States Department
of the Interior, Bureau of Land Management, which administers USMetals’ use and
activities on said Mining Claims. The Company has paid all of the required fees
in order to maintain the Company’s Mining Claims, for the current periods. All
of the necessary documents and affidavits have been filed with the Yavapai
County Recorder.
 
 The
Company and USMetals have had a number of strategic working relationships with
various independent contractors in order to develop its Mining Claims. USMetals
further relies on the declarations and valuations formed and given in past
geological exploration and geochemical studies. USMetals has had consulting
and/or independent contractor relationships with Boart Longyear, LLC, Geological
Support Services, LLC, Harris Drilling Company, ALS Chemex, SGS Labs, Country
Chemist, and the 129-year-old Jacobs Assay 1880 with offices in Tucson, AZ., is
recognized by the Bureau of Land Management; Laguna Mountain Environmental,
Biozone, Inc. and Wondjina Research Institute. It should be noted that if
USMetals was forced to disassociate itself with one or more of the
abovementioned independent contractors, it could readily secure the services of
other individuals or entities to perform the work or services of equal or
greater quality; the loss of any one or all of the abovementioned contractors
would not cause USMetals material adverse effects; however, each of these firms
has demonstrated its capability and reliability in assisting the Company and
USMetals to develop the Mining Claims, and, to date, the abovementioned
companies have provided invaluable assistance to The Company’s senior executive
management in evaluating the potential represented by USMetals’ Mining
Claims.
  Page8 of 51
 
 Geological
Support Services, LLC in 2007 completed a feasibility study on the Twin Peaks
Project that identified mineralized material on the property and Geological
Support Services, LLC also completed a feasibility study on of the Picacho
Salton Project that identified mineralized material on that property. During
fiscal 2009 we completed Phase 1, Phase 2 and Phase 2.5 of a 3-phase drilling
program. For a summary of the results of that drilling program please see
“Recent Developments” in our Form 10-K for period ending September 30,
2009.
 
 SOUTHWEST
RESOURCE DEVELOPMENT, INC. - Summary of Organization and Business
 
 Southwest
Resource Development, Inc. (“Southwest”) was formed and organized under the laws
of the State of Nevada on April 3, 2004 as a wholly owned subsidiary of USCorp.
On or about May 29, 2004, Southwest acquired 8 lode and 21 placer mining claims
(the “Mining Claims”) formerly known as the Chocolate Mountain Region Claims and
the Picacho Area Claims. In 2007 this claims group was expanded to a total of
106 claims consisting of 22 placers and 84 lodes, on 4,600 acres, and in August
2008 it was again expanded to a total of 235 lode and placer claims called the
Picacho Salton Project. In August 2010 the claims were consolidated in order to
minimize overlapping claims to 124 lode and placer claims. The purpose of
Southwest is to engage in the business of acquiring and developing mineral
properties, exploring for gold, silver, and other non-ferrous metals and
minerals within the contiguous United States. It is the further intention of
Southwest to mine and to process any commercially-proven reserves developed at
its properties.
 
 In lieu
of cash payment for the original 8 lode and 21 placer claims acquired in 2004
the Company entered into what is essentially a joint venture with the former
owners whereby the former owners are entitled to receive 20% of all net smelter
returns of gold after expenses, whether paid in cash or in kind. All of the
remaining claims are wholly owned by USCorp’s subsidiary,
Southwest.
 
 The
Company has spent the last 8 years developing and implementing a plan that would
bring multiple properties under Company ownership. Through its wholly owned
subsidiary, Southwest, the Company has now acquired for development of a total
of 124 lode and placer claims of precious metal properties located in the
Chocolate Mountain region of the Mesquite Mining District in Imperial County,
California: Geological testing has successfully recovered gold and silver from
dry washes and feeder rills. Laboratory analysis indicates these findings
warrant continued development. Geological Support Services, LLC has completed a
feasibility study that identified mineralized material on the Picacho Salton
Project, The Company has completed archeological and environmental and
ecological reports and submitted a Mining Plan of Operations to drill to the
Bureau of Land Management who completed their review of the Plan.
 
 The
Chocolate Mountains region, located in southeastern Imperial county of
California, includes the Picacho State Park and surrounding areas that has a
rich history of gold mining activities dating back to 1775. This property is in
a district that has been producing gold since the 1800s. In 1890 a large stamp
mill was built beside the Colorado River at the town of Picacho. The Picacho
Mine was opened in the Picacho Basin area and a narrow gauge railroad began
hauling ore from the mine to the mill. By 1904, the town of Picacho had a
population of 2,500 people. The ruins of the mill are in the Picacho State
Recreation Area a few miles east of the Picacho Salton Project claims. Thousands
of people visit the old mill ruins each year. To the south and west of the
Picacho Salton Project claims there are ruins of many old placer and lode
workings as well as recently producing major mining operations.
 
 Numerous
discoveries of placer gold throughout Imperial County have remained undeveloped
due to a common problem encountered by small miners. Due to the lack of an
adequate water supply to support placer gold recovery operations in the region,
scores of small and medium size mining operations have failed to successfully
recover precious metals known to exist throughout the region. Southwest believes
it has located a potentially adequate water source. Southwest intends to use a
state of the art gold recovery system designed and developed for the specific
conditions found on these properties. Based on the recent reports of geologists
and engineers, Southwest believes this property has the potential to develop
into a significant gold producing operation.
 
 Historically,
mining has been carried out in the Mesquite Mining District of Imperial County
using old hard rock mining and placer methods. However, in 1984, new mining
methods (“heap leaching”) were used to develop and mine low-grade ore bodies,
with an economically viable cut-off grade as low as .01 to .02 ounces of gold
per ton. Geological Support Services, LLC recently completed a feasibility study
that has identified mineralized material on the Picacho Salton Project.
Southwest intends to go into production as soon as possible after approvals and
financing are obtained.
   Page9 of 51
 
 In 2008
we submitted a Mining Plan of Operations (MPO) to the Bureau of Land Management
(BLM) to conduct a 3-phase drilling program. During fiscal 2010 we made progress
toward gaining approval for our MPO (see “Recent Developments”)
 
 Property
descriptions, locations and nature of ownership.
 
 Picacho
Salton Project consisting of 124 Lode and Placer Claims in the Mesquite Mining
District of Imperial County, California, U.S.A. The Claims group is situated on
approximately 4,600 acres consisting of 124 lode and placer mining claims of
precious metal properties and located in the Mesquite Mining District of
Imperial County, California (see maps below). Some of the most recently added
property has common borders to Southwest’s other gold properties. Means of
access to the property is by an unmarked private dirt road, south of Picacho
State Park.
 
 In
Arizona the 172 unpatented lode and placer mining claims, covers 3,440 acres,
which the Company refers to as the “Twin Peaks Project”. These claims are
located in the Eureka Mining District of Yavapai County, Arizona, U.S.A. Access
to the property from the west is by county maintained and private dirt roads
from Highway 93 (connecting Phoenix, Arizona with Las Vegas,
Nevada).
 
 The
Company, through its wholly owned subsidiaries, owns unpatented mining claims
and pays an annual Maintenance Fee payment to the Bureau of Land Management
(“BLM”) for each of its claims. Maintenance Fee payments of $140 per claim are
due on or before August 31 each year.
 
 Maps
indicating the locations of our properties.
 
 In the
Map below the boxed areas represent the approximate locations of the company’s
Picacho Salton Project properties in the Mesquite Mining District of Imperial
County, California.
  Page10 of 51
   
 
 The
Picacho Salton claims are represented by the number “2” in the map
below. The number “1” in the map below is the approximate location of our
Twin Peaks Project claims.
  Page11 of 51
 
 
  Page12 of 51
 
 
  Page13 of 51
  History
of previous operations.
 
 Twin
Peaks Project claims group, in the Eureka Mining District of Yavapai County,
Arizona: From a historical perspective, Spaniards arrived in the area over 400
years ago and used the Santa Maria River to gain access to the claims area.
According to historical sources, the local Native Americans were used by the
Spaniards to mine gold and silver in the area, which was refined and shipped to
Spain. More recently, in the 1800s, John Lawler and Charles Crosby pioneered the
Eureka Mining District. In 1883, John Lawler discovered the area was rich in
gold, silver, lead, and zinc.
 
 Charles
Crosby first discovered the Crosby Mine and worked his claims from 1906 to 1933.
His works are on a mineralized structure and flat zone. When the Crosby Mine
opened in 1906, it processed 120 ounces of gold per day. It operated a 40-stamp
amolotion mill until World War II. The Crosby group of claims are in the
northeast corner of the Twin Peaks claims group.
 
 From the
mid-1920s to the mid-1930s, a prospector worked the Gloryhole claim, in the
southwest quadrant of the Company’s Twin Peaks claims group. The ore he mined
ran over 8 ounces of gold per ton. In 1941 and 1942, the claim was yielding 2.6
ounces of gold per ton. At that time, the ore was shipped to the railhead at
Hillside and then by train to a smelter in El Paso, Texas.
 
 In 1885,
the Hayes Silver Mine opened. The deposit at the mine was so rich - over 300
ounces of gold and silver per ton - that the owners shipped the ore directly to
England for smelting and refining. The Hayes claims group is part of the
Company’s Twin Peaks claims group and located in the western quadrant of the
property.
 
 Picacho
Salton Project Claims in the Mesquite Mining District of Imperial County,
California: There has been no commercial scale mining on any of the Company’s
claims in this region.
 
 The
present condition of the property, the work we have completed on the property,
our proposed program of exploration and development, and the current state of
exploration and development of the property.
 
 Twin
Peaks Project Claims Group: The Company has conducted exploration work on the
property, including drilling 3,000 feet of core samples in 2002 (in addition to
10,000 feet drilled by prior owners) and road improvements to repair and create
dirt road accesses to the property, and re-stake all claims using GPS. The
Company relies on geological work of experts performed by us and under prior
ownership in support of our reports of the presence of gold, silver, uranium and
other mineralization on the property. Geological Support Services, LLC in 2007
completed a feasibility study on the Twin Peaks Project that identified
mineralized material. In December 2007, we received a Cultural Resource Survey
(an archeological report) for proposed drill sites as part of the Company’s
application filed in August 2007 with the BLM to conduct additional drilling to
prove up reserves. In August and September and October of 2008 5,000 feet of
holes were drilled using reverse circulation drilling, completing Phase One,
Phase Two and Phase 2.5 of our current drilling program. During the Phase 1
drilling program the Company participated in a multi-agency test program of the
NITON pXRF. The handheld device is purportedly capable of analyzing an ore
sample and providing an immediate analysis of all minerals present above an
atomic weight of 12. Certified assay results from the labs of samples taken
during the Phase 1 and 2 drilling program and the preliminary results produced
by the NITON pXRF were compared. The comparison was inconclusive regarding the
usefulness of the device in exploration activities. The Company is not
conducting mineral extraction operations on this property yet.
 
 Regarding
the Picacho Salton Project Claims Groups in the Mesquite Mining District of
Imperial County: On November 1, 2006 USCorp announced the acquisition of what we
then referred to as the “Picacho Salton Mining Property”, through its wholly
owned subsidiary Southwest. Situated on approximately 4,600 acres covering 124
mining claims of precious metal properties and located in the Mesquite Mining
District of Imperial County, California, some of these newly acquired claims
have common borders to USCorp’s Picacho Gold Property. The Company’s California
properties are now collectively known as the Picacho Salton Project. The Company
has performed exploration work on the property. The Company relies on geological
work of experts performed by us and work performed by experts under prior
ownership in support of our early reports of the presence of gold and silver on
the property. Geological Support Services, LLC recently completed a feasibility
study that has mineralized material on the Picacho Salton Project. The Company
has completed archeological, environmental and ecological reports and submitted
a mining plan of operations to the Bureau of Land Management who is currently
reviewing the plan (see “Recent Developments”). There are no current mineral
extraction operations on this property. The proposed program is exploratory in
nature.
  Page14 of 51
  The
physical condition of the plant and equipment and the source of power utilized
with respect to each property.
 
 At this
time there are no physical plants on any of the Company’s properties. The
Company owns rights to water on the Santa Maria River which traverses the Twin
Peaks Project property. Power is available on properties adjacent to the Twin
Peaks Project and portable generators can be used as necessary. Power is also
available on properties adjacent to our placer claims in California and portable
generators can be used when necessary. There are natural wells located in
several places on our California claims. We will supplement well water with
trucked water if necessary.
 
 Adequate
roads exist to each of our claims groups. Some existing roads have been repaired
or extended.
 
 A
brief description of the rock formations and mineralization of existing or
potential economic significance on the properties, including the identity of the
principal metallic or other constituents.
 
 In
regards to the Twin Peaks Project, past geologic valuations have been confirmed
by recent geological work as reported in Geological Support Services’
feasibility study on the project indicating mineralized material on claims
within the boundaries of the Twin Peaks on the Crosby claims, Hayes claims and
Gloryhole claims. The Company uses these historical and current reports in
support of its determination that economically viable mineralization is present
on the properties.
 
 According
to past geologic valuations the Crosby claims are within an area of banded gray
schist that is surrounded by light-colored granite and intruded by pegmatite,
rhyolite-porphyry, and basic dikes. The vein strikes N10E, and dips 25 to 30
degrees E, and attains a width of up to 18 inches in the old workings. Rich ore
from the oxidized zone shows brecciated quartz with abundant cellular limonite.
The gold is usually found associated with the oxidized iron minerals. The Hayes
and Gloryhole claims are geologically similar to the Crosby claims, and the gold
is also found in association with the oxidized iron minerals. Several structural
zones appear to control the mineralization within the claim group. It can be
considered that an alignment of a structural trend exists, with a bearing of
about N2OE between the Hayes Mine and the Crosby Mine, with the Swiss Belle Mine
at midway along the trend. Another structural zone which is expressed by a dike
and is reported to run from the Santa Maria River to the base of Hayes Peak, has
an average bearing of about N53W. The Hayes Shaft was sunk within this dike. The
dike probably passes slightly west of the Gloryhole Mine and then intersects a
N2OE structural zone near the base of Hayes Peak. A sample taken at this
intersection assayed 1.167 oz/ton gold and 66.37 oz/ton silver. The structural
zones seem to influence wide areas adjacent to them, which is confirmed by the
voluminous number of favorable assays and also by the Very Low Frequency
Electromagnetic survey. Cut off grade valuations were not
performed.
 
 Picacho
Salton Project Claims Groups in the Mesquite Mining District of Imperial County:
A past geochemical sampling program has indicated mineralized material at the
Goldstar placer claims; tonnage and grade valuations were not performed. The
Company used such reports in support of its determination that economically
viable mineralization may be present on the properties as stated in various
historical reports. Geological Support Services, LLC recently completed a
feasibility study that has identified mineralized material on the Picacho Salton
Project.
 
 Geological
Support Services, LLC completed a feasibility study in 2007 on the Twin Peaks
Project that identified mineralized material. We have submitted a Mining Plan of
Operations to the Bureau of Land Management, and progress has been toward
approving our MPO. (See “Recent Developments”).
 
 The
phased nature of the exploration process, and the place in the process our
current exploration activities occupy.
 
 Phase 1
of the exploration process has been completed on a portion of the Hayes group of
claims within the Twin Peaks Project. Phase I supplemented the previous
exploration effort with additional geological, geochemical and geophysical
surveys, drilling, excavations and road building. We also completed a scoping
study. Phase I was designed to furnish pertinent data for the design of Phase II
Mining Operation Plan.
  Page15 of 51
  Phase II
has been completed as of the date of this Annual Report. We have done further
exploration on our property, and designed a Test Production program on selected
claims within the Twin Peaks claims group which we plan to initiate as soon as
approvals and financing have been obtained. This will include an electromagnetic
flyover of the entire claim group and completion of a geochemical survey using
the boundaries of individual claims to establish a base grid. This sample grid
would be tightened in select areas. Simultaneously, the geology will be mapped
in order to determine the overall extent of pathfinder mineralization for use in
planning additional drilling, gaining a more detailed understanding of the
potential of the entire site, and solidifying the mineral land
position.
 
 In August
2008 we commenced with drilling and assaying in the areas previously targeted in
prior geological reports. The drilling program was designed to confirm the
geology and mineralization in the target areas; a broad program is not necessary
due to prior geological work. Extra samples have been retained for metallurgical
testing on promising zones.
 
 The
results of testing the samples has allowed us to plan the conceptual mine and
milling plans, including flow-sheets that were used in the feasibility study
process along with the on-going economic and cost modeling evaluation of the
project. While the results were being evaluated we completed the collection of
the archeological and environmental data necessary for further exploration, We
submitted the Mining Plans of Operations and we received approvals. Phases 1, 2
and 2.5 of the 3-phase drilling plan have been completed. (see “Recent
Developments”). We are seeking additional funding in order to complete the third
phase of the drilling program that will allow new resource estimates to be
formed based on new measurements.
 
 Test
Production Program Budget and Plan
 
 We have
plans for Test Production in order to perfect the methods to be used in
commercial scale heap leach mining. We have received a Test Production plan and
budget for the Picacho Salton Project Claims in the Mesquite Mining District of
Imperial County from one of our Consulting Geologists that is summarized as
follows:
 
 “To start
placer testing operations we must first purchase and modify a wash plant. The
pad and setup of the wash plant is next.
 
 The dirt
access road from the Highway to the site (approximately 2 miles) must be
reworked or repaired. We will also need a Front End Loader (“F.E.L.”) with
Back-Hoe attachment. For continuous hard work excavating trenches, digging test
pits and carrying alluvial material back to the wash plant for processing on a
daily basis. It would be used for the duration of the test production
program.
 
 The
sampling method is standard in geological exploration and is confined to dry
arroyo drainages and rills. Grab samples taken outside of the dry river beds and
rills will be by prospectors pick or regular pick and shovel. Instruments to be
used will be a VLF unit, an EM unit, microscopes, spectrometer, GPS unit,
possibly an I.R. unit, a magnetometer and miscellaneous sieves. A 10 or 12 kW
generator set will independently power the night lights and camper unit. We need
to determine if the present wells go down a minimum of 400 feet to reach
adequate water supply to support test production wash plant.
 
 We will
make a decision whether to proceed with each successive phase of the exploration
program upon completion of the previous phase and upon analysis of the results
of that program.
 
 We will
follow QA/QC protocols provided by the Society for Mining, Metallurgy and
Exploration Guidance on best practices for Exploration
www.smenet.org.”
 
 Recent
Initial Exploration and Exploitation
 
 Although
many companies and individuals are engaged in the mining business, including
large established mining companies, there is a limited supply of desirable
mineral lands available for claim staking, lease, or other acquisition in the
United States and other areas where USCorp contemplates conducting its
exploration and/or production activities. However, it has been determined by
qualified geologists and mining companies that USCorp’s Arizona properties have
mineralization of a variety of precious and non-precious minerals. Historically,
the specific geographic region in which USCorp intends to conduct its
exploratory and mining activities has been the subject of various general
samplings, which were performed by the State of Arizona, the United States
Department of the Interior Bureau of Mines, and the United States Department of
the Interior Bureau of Land Management.
  Page16 of 51
  The
Company has relied upon a number of studies by companies that are not presently
affiliated or associated with USCorp to determine the feasibility and valuation
of USCorp’s pursuit to develop the Mining Claims. These studies are comprised of
several exploration techniques, such as geological and geophysical surveys,
drilling, and excavations, in order to determine the economic potential, and
subsequent exploration and mining, of the Claims. These different firms have
utilized varied means to calculate the potential of the exploration and
development of the Twin Peaks Project’s Mining Claims.
 
 Early
Exploration Conducted and Valuations.
 
 The Twin
Peaks Project: Past geological studies indicate that beginning in 1981 a
geologist performed certain exploratory drillings in order to obtain samples of
the contents from the Crosby Mine Site No. 6, located Yavapai County, Arizona
(one of the claims in USMetals’ Twin Peaks Project). The geologist drilled 28
core drill holes on the Crosby Mine site. His report was based on 200-foot depth
cores. This area was 18,519 cubic yards, or approximately 20,000 tons of
mineralized material. The total area that was drilled was 1,500’ x 600’ x 200’.
A total of 744 core samples were taken from the 6,000-foot of core hole
drillings. The samples were assayed for gold and silver.
 
 The
results indicated the presence of mineralization of gold and silver. The core
samples also revealed quartz monzonite porphyry formations throughout the area
of sampling. The many faults located in this area were of considerable
importance in controlling supergene enrichment; the largest quantity and highest
grade of ore occurs when these faults intersect or are closely spaced. There was
significant evidence of this enrichment recorded from the samples taken from the
Crosby Mine site area. And, the gold and silver that was found is natural to the
formations of the enrichment zone.
 
 Recent
Exploration and Samplings
 
 The 2008
geological surveys, provided by Geological Support Services, LLC, one of
USMetals’ principal advisors have confirmed prior geological reports. It was
verified that the Twin Peaks Project is on a mineralized structure and flat zone
with gold and silver carrying mineralization.
 
 Historically,
over 10,000 feet of core drillings were performed and over 1,500 fire assays
were conducted. These assays showed an overall average of .14 ounces of gold per
ton and .595 ounces of silver per ton, on one area covering 3
claims.
 
 The
geological, geophysical, and geochemical studies stated above were reviewed and
evaluated by an independent mining, consulting, and geologic firm that was
engaged to evaluate the commercial feasibility of the claims. The report and
economic study recommended the continuation of exploration and the start of
production.
 
 The
geological justification for the exploration project at the Twin Peaks Project
is that numerous past geological studies have found gold and silver
mineralization in economically viable quantities at various locations within the
boundaries of the claims group. There are also areas within the claims group
that contain uranium and areas containing polymetals.
 
 The
geological justification for the exploration project at the Picacho Salton
Project claims is that there is visible gold in the ground and past geological
studies have found gold and silver in economically viable quantities at various
locations within the boundaries of the claims groups.
  Page17 of 51
  In 2007
we conducted additional exploration, testing; GPS locating, surveying and
re-staking of all claims; adding a total of 77 significant claims to the group
of which 70 claims are primarily gold bearing and seven claims, approximately
140 acres, are Pink Rhyolite (decorative rock) and construction grade aggregate.
Geological Support Services LLC completed a feasibility study covering the gold
claims, it says: “The feasibility study operating plan assumes an open caste
quarry type operation containing [mineralized material]. The plan anticipates
conventional truck and shovel mining techniques. Processing to be phased
according to ore type and permit approvals. Phase 1 testing being a wash and
sedimentation gravity system with initial production capacity of 1000 tons per
day ramping to 6000 tons per day. This type of operation has been proven to
achieve .02 ounce per ton recovery, in the targeted placers. With approval of
cyanide leach permits, the implementation of leaching facilities will increase
recovery to the 87% target. Also along with the construction of the leaching
facilities, the milling circuit for processing the hard rock lode ore will be
constructed. This grinding circuit will be designed to crush incoming hard rock
down to 150- prior to gravity Separation and leaching. Although this study is
based upon production of 6000 tons a day it is anticipated that if additional
water resources are developed production could be increased to greater levels.
Mine life has been estimated to be in excess of 20 years. The feasibility study
assumes an economic base case utilizing a $600 per ounce gold price. At current
fuel and labor prices, cash operating costs, including operating cost and
sustaining capital are estimated to be $260 dollars per ounce of gold produced.
Initial capital costs are anticipated to be $13,790,300 all amounts are in U.S.
Dollars.”
 
 A
breakdown of the exploration timetable and budget, including estimated amounts
that will be required for each exploration activity.
 
 The
exploration timetable and budget for the Twin Peaks Project is as
follows:
 
 Initial
capital costs are currently estimated to be $12,974,728. All amounts are in US
dollars to complete a comprehensive drilling program, road repair and
extensions, design and building of a test mill of 50 to 1,000 tons per day
capacity. The estimate of six month time period is an estimate of time need to
perform tasks only and does not take into account delays for governmental review
and approval of our mining plan.
 
 The
exploration timetable and budget for the Picacho Salton Project claims is as
follows:
 
 Initial
capital costs are anticipated to be $13,790,300 all amounts are in U.S. Dollars
to complete an electromagnetic flyover, comprehensive road repair and
extensions, design and purchase of a wash plant of 10 tons per hour capacity.
The estimate of twelve week time period is an estimate of time needed to perform
tasks only and does not take into account delays for governmental review and
approval of our mining plan. At current fuel and labor prices, cash operating
costs, including operating cost and sustaining capital are estimated to be $260
dollars per ounce of gold produced.
 
 How
the exploration program will be funded.
 
 The
Company anticipates that funding will be by equity or debt financing in the form
of private placements, working interest joint venture, farm outs, sale or
mergers, and/or gold bullion loans in the United States, Europe and Asia. To
date we have received the proceeds from a gold bullion loan in the amount of
$635,000 as previously reported in Current Report on Form 8-K dated September
27, 2005, in addition to proceeds from a private placement and $1,200,000 in
proceeds from convertible debentures. At the beginning of fiscal 2009 we
received a commitment in the amount of $2.19 million to finance fiscal 2009
operations. During fiscal 2009 the Company received $400,000 of the $2.19
million in commitments for 2009. The December 2008 payment was not received. We
believe that due to the 2008 global financial meltdown the Company did not
receive the rest of the committed funds for 2009. We continue to pursue
additional sources of financing. (see “Recent Developments”)
 
 Identification
of who will be conducting any proposed exploration work, and a discussion of
their qualifications.
 
 The
Company is utilizing the services of Geological Support Services, LLC, and
Wondjina Research Institute and Biozone, Inc., for exploration and geological
work on the Company’s properties. Given adequate financing we intend to use
additional qualified mining consultants and engineers subject to their
availability and willingness and our need, but we have not contracted with any
other vendors as of the date of this Annual Report. A summary of the
qualifications of Geological Support Services, LLC follows:
 
 Geological
Support Services, LLC, Robert A. Cameron, Ph.D. managing partner, is consulting
exploration geologist to the Company. Cameron has a Ph.D. in Geophysics from
Canterbury University. Since 1987 Cameron has consulted in the mining industry
as a geologist in various capacities for companies and projects in the private
sector in the United States, Mexico, Australia, New Zealand, West Germany,
Poland and Canada. In addition to private consulting, he was a professor of
geology and geosciences.
  Page18 of 51
  Specific
Environmental Regulation.
 
 Mining is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Environmental liability may result from mining
activities conducted by others prior to USMetals’ ownership of a property.
Insurance for environmental risks (including potential liability for pollution
or other hazards as a result of the disposal of waste products occurring from
exploration and production) is not generally available at a reasonable price to
companies within the industry. To the extent USMetals is subject to
environmental liabilities, the payment of such liabilities would reduce funds
otherwise available to USMetals and could have a material adverse effect on
USMetals.
 
 In the
context of environmental compliance and permitting, including the approval of
reclamation plans, USMetals must comply with standards, laws and regulations
which may entail greater or lesser costs and delays depending on the nature of
the activity to be permitted, constructed and operated and how stringently the
regulations are implemented by the applicable regulatory authority. It is
possible that the costs and delays associated with compliance with such laws,
regulations and permits could become such that a company would not proceed with
the development of a project or the operation or further development of a mine.
Laws, regulations and regulatory policies involving the protection and
remediation of the environment are constantly changing at all levels of
government and are generally becoming more restrictive and the costs imposed on
the development and operation of mineral properties are increasing as a result
of such changes. USMetals has made, and expects to make in the future,
significant expenditures to comply with such laws and regulations.
 
 The
Environmental Protection Agency (“EPA”) continues the
development of a solid waste regulatory program specific to mining operations
under the Resource Conservation and Recovery Act (“RCRA”). The difficulty is
that many Federal laws duplicate existing state regulations.
 
 Mining
companies in the United States are also subject to regulations under (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(“CERCLA”) which
regulates and establishes liability for the release of hazardous substances and
(ii) the Endangered Species Act (“ESA”) which identifies
endangered species of plants and animals and regulates activities to protect
these species and their habitats. Revisions to CERCLA and ESA are being
considered by Congress; the impact on USMetals and Southwest of these revisions
is not clear at this time. Environmental laws and regulations enacted and
adopted in the future may have a significant impact upon USMetals’ future
operations.
 
 Reclamation
plans which are approved by various environmental regulatory authorities are
subject to on-going review and modification. Although USMetals’ and Southwest’s
management believes that the reclamation plans developed and implemented for its
mine sites are reasonable under current conditions, any future re-determination
of reclamation conditions or requirements could significantly increase USMetals’
and Southwest’s costs of implementation of such plans.
 
 USCorp
expects to utilize “green” methods as much as possible beyond those required by
existing environmental rules and regulations. We are exploring using wind and
solar power to supplement our energy requirements; captured rainwater in order
to reduce use of ground water and water that may have to be trucked in; solar
powered conveyor belts to transport ore for processing, green fuels for
vehicles, and other environment-friendly technologies that have been recently
developed. USCorp principals have had preliminary discussions with international
providers of such services that have been field testing the latest “green”
technologies in African mines and other locations.
 
 Competition.
 
 There is
aggressive competition within the minerals industry to discover and acquire
properties considered to have commercial potential. USMetals will compete for
promising gold exploration projects with other entities, many of which have
greater financial and other resources than USMetals. In addition, USMetals will
compete with other firms in its efforts to obtain financing to explore and
develop mineral properties including the claims it already owns. Further, the
mining industry is typified by companies with significantly greater financial
resources and market recognition than the Company. At present, the Company is
not a significant factor within this industry.
  Page19 of 51
  Employees
and Independent Contractors.
 
 As of the
date of this Annual Report, the Company did not employ any persons other than
its executive officers an Administrative Assistant, and occasional clerical
help. Administrative and clerical employees were laid off at the beginning of
May, 2009 and have not been re-hired.
 
 As of the
date of this Annual Report, the Company and its wholly owned subsidiaries have
utilized as principal consultant and advisor: Geological Support Services, LLC
under Robert Cameron, PhD; which, in turn, may work with subcontractors that
perform work indirectly for the Company and its subsidiaries; and a secondary
consultant and advisor, Wondjina Research Institute under Rich Lundin which, in
turn, may work with subcontractors that perform work indirectly for the Company
and its subsidiaries. Independent contractors include Harris Drilling and Boart
Longyear Drilling.
 
 Item
1A. Risk Factors
 
 Lack of Operating History and
Earnings. The Company has no operating history or revenues. The Company
expects to incur further losses in the foreseeable future due to significant
costs associated with its business development, and the business development of
its subsidiaries, including costs associated with its acquisition of new mining
claims and/or operations. There can be no assurance that The Company’s
operations will ever generate sufficient revenues to fund its continuing
operations that The Company will ever generate positive cash flow from its
operations, or that The Company will attain or thereafter sustain profitability
in any future period.
 
 Speculative Nature of The Company’s
Proposed Operations; Dependence Upon Management.The success of The
Company’s operations, independently and through its subsidiaries, and its
proposed plan of operation will depend largely on the operations, financial
condition, and management of The Company. While management intends to engage in
the business purposes stated herein, there can be no assurance that it, or any
of its subsidiaries, will be successful in conducting such business. Presently,
the Company is totally dependent upon the personal efforts of its current
management. The loss of any officer or director of The Company could have a
material adverse effect upon its business and future prospects. The Company does
not presently have key-man life insurance upon the life of any of its officers
or directors. None of our management are chemists, metallurgists, mining
engineers or geologists and as such do not have the technical experience in
exploring for, starting, and/or operating a mine. Upon adequate funding
management intends to hire qualified and experienced personnel, including
additional officers and directors, and mining specialists, professionals and
consulting firms to advise management as needed; however there can be no
assurance that management will be successful in raising the necessary funds,
recruiting, hiring and retaining such qualified individuals. Such consultants
have no fiduciary duty to The Company or its shareholders, and may not perform
as expected. The success of The Company will, in significant part, depend upon
the efforts and abilities of management, including such consultants as are or
may be engaged in the future.
 
 Risks Inherent In Exploration and
Mining Operations.Mineral exploration is highly speculative and capital
intensive. Most exploration efforts are not successful, in that they do not
result in the discovery of mineralization of sufficient quantity or quality to
be profitably mined. The Company’s Mining Claims are also indirectly subject to
all hazards and risks normally incidental to developing and operating mining
properties. These risks include insufficient ore reserves, fluctuations in
production costs that may make mining of reserves uneconomic; significant
environmental and other regulatory restrictions; and the risks of injury to
persons, property or the environment. In particular, the profitability of gold
mining operations is directly related to the price of gold. The price of gold
fluctuates widely and is affected by numerous factors that are beyond the
control of any mining company. These factors include expectations with respect
to the rate of inflation, the exchange rates of the dollar and other currencies,
interest rates, global or regional political, economic or banking crises, and a
number of other factors. If the price of gold should drop dramatically, the
value of the Mining Claims could also drop dramatically, and the Company might
then be unable to recover its investment in those interests or properties.
Selection of a property for exploration or development; the determination to
construct a mine and to place it into production, and the dedication of funds
necessary to achieve such purposes, are decisions that must be made long before
the first revenues from production will be received. Price fluctuations between
the time that such decisions are made and the commencement of production can
drastically affect the economics of a mine. The volatility of gold prices
represents a substantial risk, generally, which no amount of planning or
technical expertise can eliminate.
  Page20 of 51
  Uncertainty of Reserves and
Mineralization Estimates.There are numerous uncertainties inherent in
estimating proven and probable reserves and mineralization, including many
factors beyond The Company’s control. The estimation of reserves and
mineralization is a subjective process and the accuracy of any such estimates is
a function of the quality of available data and of engineering and geological
interpretation and judgment. Results of drilling, metallurgical testing and
production and the evaluation of mine plans subsequent to the date of any
estimate may justify revision of such estimates. No assurances can be given that
the volume and grade of reserves recovered and rates of production will not be
less than anticipated. Assumptions about prices are subject to great uncertainty
and gold prices have fluctuated widely in the past. Declines in the market price
of gold or other precious metals also may render reserves or mineralization
containing relatively lower grades of ore uneconomic to exploit. Changes in
operating and capital costs and other factors including, but not limited to,
short-term operating factors such as the need for sequential development of ore
bodies and the processing of new or different ore grades, may materially and
adversely affect reserves.
 
 Environmental Risks.Mining is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Insurance against environmental risks (including
potential liability for pollution or other hazards as a result of the disposal
of waste products occurring from exploration and production) is not generally
available to The Company (or to other companies within the gold industry) at a
reasonable price. To the extent The Company becomes subject to environmental
liabilities, the satisfaction of any such liabilities would reduce funds
otherwise available and could have a material adverse effect on The Company.
Laws and regulations intended to ensure the protection of the environment are
constantly changing, and are generally becoming more restrictive.
 
 Proposed Federal Legislation.Beginning in the 1990s, the U.S. Congress adopted revisions of the
General Mining Law of 1872, which governs the creation of mining claims and
related activities on Federal public lands in the United States. Similarly, the
U. S. Congress and the Clinton Administration eliminated the U.S. Bureau of
Mines, which was the agency responsible for gathering and maintaining data on
mines throughout the United States. Beyond changes to the existing laws, the
Congress or the Bush Administration, or the incoming Obama Administration may
propose or adopt new laws; any such revisions could also impair USMetals’ and
Southwest’s ability to develop, in the future, any mineral prospects that are
located on unpatented mining claims on Federal lands.
 
 Title to Properties.The
validity of unpatented mining claims, which constitute all of The Company’s
property holdings, is often uncertain and such validity is always subject to
contest. Unpatented mining claims are unique property interests and are
generally considered subject to greater title risks than patented mining claims,
or other real property interests that are owned in fee simple. The Company has
not filed any patent applications for any of its properties that are located on
Federal public lands in the United States, (specifically, in the States of
Arizona and California), and, under changes to the General Mining Law, patents
may not be available for such properties. Although management believes it has
taken requisite action to acquire satisfactory title to its undeveloped
properties, it does not intend to go to the expense to obtain title opinions
until financing is secured to develop the property, with the attendant risk that
title to some properties, particularly title to undeveloped properties, may be
defective.
 
 Competition.There is
aggressive competition within the minerals industry to discover and acquire
properties considered to have commercial potential. The Company will compete for
promising gold exploration projects with other entities, many of which have
greater financial and other resources than The Company. In addition, the Company
will compete with other firms in its efforts to obtain financing to explore and
develop mineral properties.
 
 The Company’s Financial Statements
Contain a “Going Concern Qualification.” The Company may not be able to
operate as a going concern. The independent auditors’ report accompanying its
financial statements contains an explanation that The Company’s financial
statements have been prepared assuming that it will continue as a going concern.
Note 1 to these financial statements indicates that The Company is in the
exploration stage and needs additional funds to implement its plan of
operations. This condition raises substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. The
Company’s audit report and financial statements are included herein as “PART II,
Item 7”.
  Page21 of 51
  Uncertainty As To Management’s
Ability To Control Costs And Expenses.With respect to The Company’s
development of its mining properties and the implementation of commercial
operations, management cannot accurately project or give any assurance, with
respect to its ability to control development and operating costs and/or
expenses. Consequently, if management is not able to adequately control costs
and expenses, such operations may not generate any profit or may result in
operating losses.
 
 No Dividends. The Company has
not paid any dividends nor, by reason of its present financial status and
contemplated financial requirements, does it anticipate paying any dividends in
the foreseeable future.
 
 Risks of Low-Priced Stocks And
Possible Effect of “Penny Stock” Rules on Liquidity. Currently the
Company’s stock is defined as a “penny stock” under Rule 3a51-1 adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended. In general, a “penny stock” includes securities of companies which are
not listed on the principal stock exchanges or the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”) or National Market
System (“NASDAQ NMS”) and have a bid price in the market of less than $5.00; and
companies with net tangible assets of less than $2,000,000 ($5,000,000 if the
issuer has been in continuous operation for less than three years), or which has
recorded revenues of less than $6,000,000 in the last three years. “Penny
stocks” are subject to rule 15g-9, which imposes additional sales practice
requirements on broker-dealers that sell such securities to persons other than
established customers and “accredited investors” (generally, individuals with
net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or
$300,000 together with their spouses, or individuals who are officers or
directors of the issuer of the securities). For transactions covered by Rule
15g-9, a broker-dealer must make a special suitability determination for the
purchaser and have received the purchaser’s written consent to the transaction
prior to sale. Consequently, this rule may adversely affect the ability of
broker-dealers to sell The Company’s stock, and therefore, may adversely affect
the ability of The Company’s stockholders to sell stock in the public
market.
 
 Shares Eligible for Future
Sale. A total of 135,955,389shares of Voting Class A Common Stock are issued and outstanding as of
the date of this Annual Report, of which approximately 107,328,571
shares thereof are “restricted securities” as that term is defined under the
Securities Act. Therefore, all such restricted shares must be held indefinitely
unless subsequently registered under the Securities Act or an exemption from
registration becomes available. One exemption that may be available in the
future is Rule 144 adopted under the Securities Act. Generally, under Rule 144
any person holding restricted securities for at least one year may publicly sell
in ordinary brokerage transactions, within a 3 month period, the greater of one
(1%) percent of the total number of a company’s shares outstanding or the
average weekly reported volume during the four weeks preceding the sale, if
certain conditions of Rule 144 are satisfied by the company and the seller.
Furthermore, with respect to sellers who are “non-affiliates” of the company, as
that term is defined in Rule 144, the volume sale limitation does not apply and
an unlimited number of shares may be sold, provided the seller meets a holding
period of 2 years. However, the SEC revised Rule 144, effective February 15,
2008, which shortens the holding period to six months in some cases and remove
the volume restrictions for any such sales. Sales under Rule 144 may have a
depressive effect on the market price of The Company’s securities, should a
public market be available for The Company’s shares.
 
 Safe Harbor Statement: Under
the United States Private Securities Litigation Reform Act of 1995, except for
the statements of historical fact contained herein, the information presented
constitutes “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements,
including but not limited to those with respect to the price of gold, the timing
of the exploration of the Company’s properties, the timing of the development of
the Company’s properties, the timing and amount of estimated future production,
costs of production, mineralization and “reserve” determination involve known
and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the actual
results of current exploration and development activities, conclusions of
economic evaluations, changes in project parameters as plans continue to be
refined, future prices of gold, silver or other metals and minerals. Although
the Company has attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements.
  Page22 of 51
  (See “Forward Looking Statements”,
PART I).
 
 (D)
Reports to Security Holders
 
 The
public may read and copy any materials filed with the SEC at the SEC’s Public
Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The address of that SEC internet site is http://www.sec.gov.
 
 ITEM
1B. UNRESOLVED STAFF COMMENTS
 
 Not
Applicable.
 
 ITEM
2. PROPERTIES
 
 The
Company’s principal executive offices are located at 4535 W. Sahara Ave, Suite
200, Las Vegas, NV 89102 and its telephone number is (702)
933-4034.
 
 ITEM
3. LEGAL PROCEEDINGS
 
 Not
Applicable.
 
 ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 On
September 29, 2010 a meeting of the shareholders was held without notice
pursuant to the applicable provisions of the Nevada corporate statues and the
bylaws of the corporation at which meeting a majority of the shares of the
company were voted in person and by proxy. A summary of the matters submitted to
the security holders follow. All items were approved by majority
vote:
  The terms
and conditions of the Company’s Series A and Series B Preferred stock were
amended to read as follows: that all issued and outstanding USCorp Preferred
stock, when converted to Common A Stock shall be returned to the Treasury of
Preferred Stock of the Company;
  The
nominations for fiscal 2011 directors by the shareholders were Robert Dultz,
Director and Chairman, Spencer Eubank, Director, Michelle Seibel Director, and
as outside directors Carl O’Baugh, and B. K. Simerson were approved and the
individuals accepted their election to their respective positions;
  The
Officers of the corporation for fiscal 2011 were elected by the Board of
Directors: Robert Dultz CEO, President and acting CFO; Spencer Eubank
Secretary-Treasurer; and Michelle Siebel Assistant Secretary;
  The
purchase of Series A Preferred stock by Officers and Directors of the
corporation at par value was authorized by the shareholders as follows: Robert
Dultz 1.5 million; Spencer Eubank 500 thousand shares; Michelle Seibel 250
thousand shares; Carl O’Baugh 50 thousand shares and B. K. Simerson 50 thousand
shares;
  The
release of proprietary corporate information, including information regarding
the corporation’s properties, to select individuals and entities after
acknowledging the confidentiality of that information for the purpose of fund
raising, property development, joint-ventures, mergers and acquisitions, loans
and other deal making activities was approved by the
shareholders;
  Page23 of 51
  The
re-negotiation of the “Gold Bullion Loan” and Convertible Debentures to gain an
extension of time to repay these from the lenders was approved;
  The Board
was authorized to take whatever actions are deemed necessary by the Board to
protect the corporation’s rights, through its subsidiaries to explore, develop
and extract the minerals at the Twin Peaks Project property and the Picacho
Salton Project property;
  Spinning
off the corporation’s subsidiaries, USMetals, Inc., and Southwest Resource
Development, Inc. when and if deemed appropriate by the Board of Directors was
authorized by the Shareholders;
  The
Shareholders authorized distribution to the corporation’s shareholders of shares
in USMetals, Inc., and Southwest Resource Development, Inc., at a rate of 1
subsidiary share for each 10 USCorp Common A, Common B, (Regulation S shares
which can trade anywhere outside of the U.S. and trade at this time in Europe),
and Series A and B Preferred shares (our Preferred shares are not traded
publically) (based on conversion rate) owned, or such other rate as may be
determined by the Board, and to issue USMetals, Inc., and Southwest Resource
Development, Inc. shares to warrant holders of USCorp warrants when they
exercise their warrants, fractions to be rounded to the next highest full
share;
  The
determination to implement or to not implement such spin-offs, at the discretion
of the Board, when and if necessary, in order to protect the investments and
rights of the shareholders as well as the ownership of said properties by
USMetals, Inc., and Southwest Resource Development, Inc., was authorized by the
shareholders;
  The
Shareholders authorized the Board to raise funds by selling stock via private
placement or public offering in a manner, for prices and at times to be
determined by the Board;
  The
formation of a joint venture entity and/or a joint venture with “the Chinese
Conglomerate (“TCC“) according to the Joint Venture Agreement signed by USCorp
and TCC when and if TCC fulfills the conditional terms and conditions of said
agreement, namely funding of the joint venture was approved by the
shareholders;
  The
shareholders authorized the Board to extend the final cut-off date of January
15, 2011 of the Joint Venture Agreement with TCC if it is deemed by the Board to
be in the best interest of the Company and its shareholders to do so;
and
  The
shareholders approved all prior actions of the Board of Directors during fiscal
2010.
  PART
II
 
 ITEM
5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
 
 The
Company’s securities are quoted on the OTC Bulletin Board and as of December 27,
2003 the Company’s shares are also traded on the Third Segment of the Berlin
Stock Exchange under symbol UCP.BER, WKN # A0BLBB. As of May 11, 2006 USCorp’s
Class B Non-Voting Common Shares have been included in the Deutche Borse
Exchange trading within the Open Market (Freiverkehr) under the Symbol “U9C.F”
and the WKN# is A0JEQQ.
 
 The
following table sets forth for the periods indicated the range of high and low
closing price quotations for the Company’s common stock during the past two
fiscal years. These quotations represent inter-dealer prices without retail
mark-up, mark-down or commission and may not represent actual
transactions:
  Page24 of 51
 
 PERIOD
                        
                        HIGH
                        
                        
                        LOWQuarter
      ended December 31, 2008
                        
                        
                        0.11
                        
                        
                        
                        0.05Quarter
      ended March 31, 2009
                        
                        
                        0.09
                        
                        
                        
                        0.04Quarter
      ended June 30, 2009
                        
                        
                        0.08
                        
                        
                        
                        0.04Quarter
      ended September 30, 2009
                        
                        
                        0.08
                        
                        
                        
                        0.04Quarter
      ended December 31, 2009
                        
                        
                        0.07
                        
                        
                        
                        0.03Quarter
      ended March 31, 2010
                        
                        
                        0.22
                        
                        
                        
                        0.02Quarter
      ended June 30, 2010
                        
                        
                        0.07
                        
                        
                        
                        0.03Quarter
      ended September 30, 2010
                        
                        
                        0.07
                        
                        
                        
                        0.02
 
 On
December 22, 2010 the reported closing price for the Company’s common stock was
$0.05 per share; there were approximately 1,200 record holders of the Company’s
shares.
 
 The
Company has not paid any dividends and there are presently no plans to pay any
such dividends in the foreseeable future. The declaration and payment of
dividends in the future will be determined by the Board of Directors in light of
conditions then existing, including earnings, financial condition, capital
requirements and other factors. There are no contractual restrictions on the
Company’s present or future ability to pay dividends. Further, there are no
restrictions on any of the Company’s subsidiaries which would, in the future,
adversely affect the Company’s ability to pay dividends to its shareholders. The
Company desires to pay a dividend when in production, paid in gold out of
profits from production.
 
 Recent
Sales of registered and unregistered securities.
 
 During
fiscal year 2010, the Company issued an aggregate of 8,778,566 shares of Class A
common stock for services rendered.
 
 During
fiscal year 2010, the Company issued 31,680,386 shares of common stock and
received proceeds of $743,494. Purchasers of the common stock also received the
option to purchase an additional 104,244,579 shares of common stock at a
weighted average price of $0.06 per share expiring in fiscal years 2011 and
2012.
 
 During
fiscal year 2010, the Company issued 8,778,566 shares of common stock to
consultants for services received valued at $292,291.
 
 During
fiscal year 2010, 11,776,975 warrants were exercised and the Company issued
11,776,975 shares of common stock and received proceeds of
$257,875.
 
 During
fiscal year 2010, holders of the preferred A convertible stock converted
1,175,000 shares of preferred A into 9,400,000 shares of common
stock.
 
 ITEM
6. SELECTED FINANCIAL DATA.
 
 Not
Applicable.
 
 ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 You
should read the following discussion and analysis in conjunction with the
Consolidated Financial Statements and Notes thereto, and the other financial
data appearing elsewhere in this Annual Report.
  Page25 of 51
  The
information set forth in Management’s Discussion and Analysis of Financial
Condition and Results of Operations (“MD&A”) contains certain
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21 E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, including,
among others (i) expected changes in the Company’s revenues and profitability,
(ii) prospective business opportunities and (iii) the Company’s strategy for
financing its business. Forward-looking statements are statements other than
historical information or statements of current condition. Some forward-looking
statements may be identified by use of terms such as “believes”, “anticipates”,
“intends” or “expects”. These forward-looking statements relate to the plans,
objectives and expectations of the Company for future operations. Although the
Company believes that its expectations with respect to the forward-looking
statements are based upon reasonable assumptions within the bounds of its
knowledge of its business and operations, in light of the risks and
uncertainties inherent in all future projections, the inclusion of
forward-looking statements in this Annual Report should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved.
 
 The
Company’s revenues and results of operations could differ materially from those
projected in the forward-looking statements as a result of numerous factors,
including, but not limited to, the following: (i) changes in external
competitive market factors, (ii) termination of certain operating agreements or
inability to enter into additional operating agreements, (iii) inability to
satisfy anticipated working capital or other cash requirements, (iv) changes in
or developments under domestic or foreign laws, regulations, governmental
requirements or in the mining industry, (v) changes in the Company’s business
strategy or an inability to execute its strategy due to unanticipated changes in
the market, (vi) various competitive factors that may prevent the Company from
competing successfully in the marketplace, and (ix) the Company’s lack of
liquidity and its ability to raise additional capital. In light of these risks
and uncertainties, there can be no assurance that actual results, performance or
achievements of the Company will not differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The foregoing review of important factors should not be construed as
exhaustive. The Company undertakes no obligation to release publicly the results
of any future revisions it may make to forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
 
 OVERVIEW
 
 The
Company is an “exploration stage” company. During fiscal year ended September
30, 2010, the Company’s activities centered on the exploration of USMetals’
mining property known as the Twin Peaks Project in the Eureka Mining District of
Yavapai County, Arizona, the exploration of the Picacho Salton Project Claims in
the Mesquite Mining District of Imperial County, California. During the fiscal
year, the Company did not engage in any commercially viable operations and
realized no revenues from its activities. The annual costs incurred to date were
primarily for the continued exploration of the Company’s mining properties,
expansion and maintenance of the Company’s website, legal and accounting costs
in conjunction with the Company’s general and administrative expenses in
anticipation of completing exploration and commencing a test production program
on the Company’s mining properties. The annual maintenance fee payment for the
296 claims owned by the Company is $140 per claim for a total annual cost of
$41,440.
 
 All of
the Company’s mining claims are owned by its subsidiaries, USMetals, Inc. and
Southwest Resource Development, Inc. Geological Support Services, LLC, has
agreed to continue to supervise and direct the work of the Twin Peaks Project
Team through completion of permitting.
 
 The
Company, through its wholly owned subsidiary, USMetals, owns 172 unpatented
contiguous mining claims totaling 3,440 acres in the Eureka Mining District of
Yavapai County, Arizona. These claims have a history of mining activity from the
middle of the 19th century to the beginning of World War II. Gold, silver,
copper and other minerals were recovered. The previous owners started
acquisition of this claim group in the early 1940s and by the mid-1980s the
claims group totaled 134 claims. Exploration, drilling and assessment work was
done and several geological reports were completed indicating the presence of
economically viable deposits of precious metals and complex ores.
 
 In 2007
and 2008 we conducted exploration, testing, GPS surveying and re-staking of all
claims, and completed Phases 1, 2 and 2.5 of a 3-phase drilling program; and in
2009 we added 36 claims to the group (see “Recent Developments”). In 2007 a
feasibility study and technical report were prepared by Geological Support
Services, LLC, which stated in part: “The feasibility study operating plan
assumes an open cast quarry type operation containing [mineralized material].
The project anticipates utilizing conventional truck and shovel mining methods
with the processing of ore at full production of 800 tons per day for the first
year, yielding an annual production of 34,748 oz. of gold and 126,000 oz. of
silver the first year. Estimated mine life is 12.9 years. Production levels (and
mine life) will increase as proven reserve amounts increase. The feasibility
study assumes an economic base case, utilizing $600 per ounce gold and $12 per
ounce silver. At such prices cash operating costs, including operating costs and
initial sustaining capital are estimated at $250 dollars per ounce of gold.
Initial capital costs are currently estimated to be $12,974,728. All amounts are
in US dollars.” As of December 22, 2010 gold is $1,390 per ounce and silver is
$29.33 per ounce. We believe the production 2007 cost estimates are still
valid.
  Page26 of 51
  The
Company, through its wholly owned subsidiary Southwest Resource development,
Inc., (“Southwest”) owns 124 unpatented lode and placer mining claims totaling
approximately 4,600 acres in the Mesquite Mining District of eastern Imperial
County, California which the Company refers to as the Picacho Salton Project
Claims. These claims and the surrounding Mesquite Mining District have a history
of mining activity going back almost 200 years. The majority or most of the
exploration, drilling and assessment work at the Picacho Salton Project Claims
in the Mesquite Mining District of Imperial County, was done and geological
reports were completed by prior owners in the 1980s and indicated at that time
the presence of economically viable deposits of precious metals.
 
 In 2008
we conducted additional exploration, testing, GPS surveying and re-staking of
all claims, and added a total of 77 claims to the group of which 70 claims are
primarily gold bearing and seven claims, approximately 140 acres, are Pink
Rhyolite (decorative rock) and construction grade aggregate. Geological Support
Services LLC completed a feasibility study covering the gold claims, it says in
part: “The feasibility study operating plan assumes an open caste quarry type
operation containing [mineralized material]. The plan anticipates conventional
truck and shovel mining techniques. Processing will be phased according to ore
type and permit approvals. Phase 1 being a wash and sedimentation gravity system
with initial production capacity of 1,000 tons per day ramping to 6,000 tons per
day. This type of operation has been proven to achieve .02 ounce per ton
recovery, in the targeted placers. With approval of cyanide leach permits, the
implementation of leaching facilities will increase recovery to the 87% target.
Also along with the construction of the leaching facilities, the milling circuit
for processing the hard rock lode ore will be constructed. This grinding circuit
will be designed to crush incoming hard rock down to 150- prior to gravity
separation and leaching. Although this study is based on production of 6,000
tons a day it is anticipated that if additional water resources are developed
production could be increased to greater levels. Mine life is estimated to be in
excess of 20 years. The feasibility study assumes an economic base case
utilizing a $600 per ounce gold price. At current fuel and labor prices, cash
operating costs, including operating cost and sustaining capital are estimated
to be $260 dollars per ounce of gold produced. Initial capital costs are
anticipated to be $13,790,300 all amounts are in U.S. Dollars.” Additional
reserves are expected to be developed, extending the maximum life of the mine.
As of late December 2010 gold is $1,390 per ounce and silver is $29.33 per
ounce. We believe the production 2008 cost estimates are still
valid.
 
 Impairment
Expense
 
 We
acquired the Twin Peaks Project asset in 2002 and have been conducting
exploration work on it, with the goal of commencing mineral production, for
seven years. Exploration activities have confirmed the presence of
mineralization on this property. However, we have not commenced mining
activities due to a lack of funding. Consequently, per our accounting policy
regarding impairment charges, we decided to impair this asset and take it off
the balance sheet. However, we are still aggressively pursuing the financing
necessary to proceed with our plans to commence mining activity now that we have
completed a feasibility study on the property and Phase One and Phase Two of our
drilling program. The feasibility study prepared by Geological Support Services,
LLC, stated in part: “The feasibility study operating plan assumes an open cast
quarry type operation containing [mineralized material].”
 
 I.
Results of Operations
 
 Comparison
of operating results.
 
 The
Company has not yet commenced commercial operations and has had no revenues from
operations.
  Page27 of 51
  General
and administrative expense for fiscal 2010 was $912,984 compared to $947,229 for
last year, a decrease of approximately 4%. The main area of decrease was in
administrative and professional fees, while consulting costs increased.
Administration expenses decreased ($237,174 for fiscal 2010 compared to $492,179
last year). The decrease in administrative expenses was due to the decrease in
salaries and space rental costs. Consulting costs increased from $342,847 in
fiscal 2009 to $638,400; the increase was due primarily to the cost of
developing funding sources and hiring clerical and professional help on an
as-needed basis.
 
 As a
result of general and administrative costs, the Company experienced a net loss
from operations of $912,984 for the year ended September 30, 2010 compared to
loss from operations of $1,293,237 for the year ended September 30,
2009.
 
 After
interest expense in fiscal 2010 of $116,593, compared to $209,937 in the prior
year, the Company realized a net loss for fiscal 2010 of $1,724,669 as compared
to a net loss of $1,291,843 for the prior fiscal year. This loss translated into
a loss of $.02 per share for fiscal 2010, compared to a loss of $.02 per share
for fiscal 2009.
 
 II.
Discussion of Financial Condition: Liquidity and Capital Resources
 
 At
September 30, 2010 cash on hand was $354,019 as compared with $18,527 at
September 30, 2009. The Company received services in the aggregate amount of
$292,291 through the
issuance of additional 8,778,566 shares of common stock. See, “Recent Sales of Unregistered
Securities” above.
 
 The
Company used these cash proceeds to pay for its business
operations.
 
 Total
assets at September 30, 2010 were $354,395 as compared to $19,557 at September
30, 2009.
 
 The
Company’s total stockholders’ equity changed to -$3,023,322 at September 30,
2010 from -$2,602,692 at September 30, 2009. The increase in the deficit of
total stockholders’ equity was due to the loss from operations and the issuance
of shares for services rendered.
 
 We may
consider a private placement for royalties or working interest to raise funds
for operations and continued exploration and development programs.
 
 Regarding
regulatory issues, the Company is subject to the following:
 1.
              The securities laws, regulations
      and rules of the United States because we are a public corporation and
      because our Class A Common stock trades on the over-the-counter bulletin
      board;
 2.
              Nevada corporation and business
      statues because we are a Nevada
  corporation;
 3.
              Bureau of Land Management
      policies, rules and regulations because our mining claims are located on
      U.S. Federal government Department of the Interior, Bureau of Land
      Management land;
 4.
              Federal Department of the
      Interior, Bureau of Land Management regulators in California
      and
 5.
              Federal Department of the
      Interior, Bureau of Land Management regulators in
      Arizona.
 
 As of the
date of this report the company intends to file its first quarter of fiscal 2011
report on form 10-Q for October 1, 2010 to December 31, 2010 with the SEC. In
the event that enough additional money for operations is not received the
Company may discontinue filing with the SEC due to the relatively high costs in
terms of money and legal, accounting, clerical and administrative man-hours of
preparing these reports and being a fully reporting company. In that event we
expect our Class A common stock to be disqualified from trading on the OTCBB,
and that in turn could disqualify our Class A and Class B shares from trading in
Germany on the Deutche Boerse exchanges. We expect our Class A common shares
would continue trading in the United States on the OTC MarketsPink Sheets.
 
 Impact
of Inflation
 
 The
general level of inflation has been relatively low during the last several
fiscal years and has not had a significant impact on the Company.
 
 Off
Balance Sheet Arrangements
 
 None
  Page28 of 51
  ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
 
 Not
Applicable.
 
 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 Management's
Report on Internal Control Over Financial Reporting
 
 The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the
Exchange Act as a process designed by, or under the supervision of, the
Company's principal executive and principal financial officers and effected by
the Company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles and includes those policies and
procedures that:
 
 * pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
Company;
 
 * provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorization of management and directors of
the Company; and
 
 * provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 Management
assessed the effectiveness of the Company's internal control over financial
reporting as of September 30, 2010. In making this assessment, management used
the criteria established in "Internal Control-Integrated Framework," issued by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
 
 Based on
this assessment, management believes that, as of September 30, 2010, the
Company's internal control over financial reporting is effective.
 
 There
have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial
reporting.
  Page29 of 51
 
 DONAHUE
ASSOCIATES, LLC
 Certified
Public Accountants
 27
Beach Road Suite CO5A
 Monmouth
Beach, NJ 07750
  Tel.
732-229-7723
  Report
of Independent Registered Public Accounting Firm
 
 To the
Board of Directors and Stockholders of USCorp.
  We have
completed the audit of the consolidated financial statements of USCorp as of
September 30, 2010 and September 30, 2009 in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes, examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of USCorp at September 30, 2010 and September
30, 2009, and the results of its operations, cash flows, and changes in
shareholders’ equity for the years then ended in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
  Page30 of 51
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to continue as a
going concern. Management’s plans in regard to these matters are also discussed
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
  Donahue
Associates LLC
 Monmouth
Beach, New Jersey
 December
27, 2010
  Page31 of 51
  USCorp
 (an
Exploration Stage Company)
 Balance
Sheet
 As
of September 30, 2010 and September 30, 2009
 
 30-Sep-10
                                    
                                    
                                    30-Sep-09ASSETSCurrent
      assets:Cash
                                    
                                    $
                                    354,019
                                    
                                    
                                    $
                                    18,527Total
      current assets
                                    
                                    $
                                    354,019
                                    
                                    
                                    $
                                    18,527Other
      assets:Equipment-
      net
                                    
                                    
                                    376
                                    
                                    
                                    
                                    1,030Total
      assets
                                    
                                    $
                                    354,395
                                    
                                    
                                    $
                                    19,557LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable & accrued expenses
                                    
                                    $
                                    25,298
                                    
                                    
                                    $
                                    8,953Gold
      bullion loan
                                    
                                    
                                    2,538,326
                                    
                                    
                                    
                                    1,786,025Convertible
      debenture payable
                                    
                                    
                                    700,000
                                    
                                    
                                    
                                    249,955Subscriptions
      payable
                                    
                                    
                                    0
                                    
                                    
                                    
                                    93,481Total
      current liabilities
                                    
                                    $
                                    3,263,624
                                    
                                    
                                    $
                                    2,138,414Convertible
      debenture payable
                                    
                                    
                                    0
                                    
                                    
                                    
                                    390,661Due
      to officer
                                    
                                    
                                    40,170
                                    
                                    
                                    
                                    16,349Shareholders'
      deficit:Series
      A preferred stock, one share convertible to eight shares of
      common;par
      value $0.001, 10,000,000 shares authorized,6,231,250
      shares issued and outstanding at September 30, 2009and
      5,056,250 at September 30, 2010
                                    
                                    
                                    5,365
                                    
                                    
                                    
                                    8,327Series
      B preferred stock, one share convertible to two shares of
      common;10%
      cumulative stated dividend, stated value $0.50, 50,000,000 shares
      authorized,141,687
      outstanding at September 30, 2009 and September 30, 2010, stated value;
      $0.50
                                    
                                    
                                    63,498
                                    
                                    
                                    
                                    63,498Common
      stock B- $.001 par value, authorized 250,000,000 shares,issued
      and outstanding, 5,000,000 shares at September 30, 2009and
      5,060,500 at September 30, 2010
                                    
                                    
                                    5,060
                                    
                                    
                                    
                                    5,000Common
      stock A- $.01 par value, authorized 550,000,000 shares
      authorized,issued
      and outstanding, 74,319,460 shares at September 30, 2009and
      135,955,389 at September 30, 2010
                                    
                                    $
                                    1,359,555
                                    
                                    
                                    $
                                    743,195Additional
      paid in capital
                                    
                                    
                                    12,870,994
                                    
                                    
                                    
                                    12,183,315Accumulated
      deficit - exploration stage
                                    
                                    
                                    (17,253,871
                                    )
                                    
                                    
                                    (15,529,202
                                    )Total
      shareholders' deficit
                                    
                                    
                                    (3,023,322
                                    )
                                    
                                    
                                    (2,602,692
                                    )Total
      Liabilities & Shareholders' Deficit
                                    
                                    $
                                    354,395
                                    
                                    
                                    $
                                    19,557
 
 See
the notes to the financial statements.
  Page32 of 51
  USCorp
 (an
Exploration Stage Company)
 Statements
of Operations
 For
the Years Ended September 30, 2010 and September 30, 2009
 and
from Inception, May 1989 through September 30, 2010
 
 Inception30-Sep-10
                  
                  
                  30-Sep-09
                  
                  
                  to DateGeneral
      and administrative expenses:Consulting
                  
                  $
                  638,400
                  
                  
                  $
                  342,847
                  
                  
                  $
                  7,397,903Administration
                  
                  
                  237,174
                  
                  
                  
                  492,179
                  
                  
                  
                  6,237,634License
      expense
                  
                  
                  0
                  
                  
                  
                  100
                  
                  
                  
                  247,559Professional
      fees
                  
                  
                  37,410
                  
                  
                  
                  112,103
                  
                  
                  
                  714,133Total
      general & administrative expenses
                  
                  
                  912,984
                  
                  
                  
                  947,229
                  
                  
                  
                  14,597,229Net
      loss from operations
                  
                  $
                  (912,984
                  )
                  
                  $
                  (947,229
                  )
                  
                  $
                  (14,597,229
                  )Other
      income (expenses):Interest
      income
                  
                  
                  0
                  
                  
                  
                  644
                  
                  
                  
                  7,908Interest
      expense
                  
                  
                  (116,593
                  )
                  
                  
                  (209,937
                  )
                  
                  
                  (1,048,562
                  )Gain
      (loss) on unhedged derivative
                  
                  
                  (695,092
                  )
                  
                  
                  (136,715
                  )
                  
                  
                  (1,615,988
                  )Net
      loss before provision for income taxes
                  
                  $
                  (1,724,669
                  )
                  
                  $
                  (1,293,237
                  )
                  
                  $
                  (17,253,871
                  )Provision
      for income taxes
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Net
      loss
                  
                  $
                  (1,724,669
                  )
                  
                  $
                  (1,293,237
                  )
                  
                  $
                  (17,253,871
                  )Basic
      & fully diluted net loss per common share
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.02
                  )Weighted
      average of common shares outstanding:Basic
      & fully diluted
                  
                  
                  92,355,392
                  
                  
                  
                  66,685,586
 
 See
the notes to the financial statements.
  Page33 of 51
  USCorp
 (an
Exploration Stage Company)
 Statements
of Cash Flows
 For
the Years Ended September 30, 2010 and September, 30, 2009
 and
from Inception, May 1989 through September 30, 2010
 
 Inception30-Sep-10
                    
                    
                    30-Sep-09
                    
                    
                    to DateOperating
      Activities:Net
      loss
                    
                    $
                    (1,724,669
                    )
                    
                    $
                    (1,293,237
                    )
                    
                    $
                    (17,253,871
                    )Adjustments
      to reconcile net income itemsnot
      requiring the use of cash:Consulting
      fees
                    
                    
                    302,670
                    
                    
                    
                    62,390
                    
                    
                    
                    4,887,463Depreciation
      expense
                    
                    
                    654
                    
                    
                    
                    2,160
                    
                    
                    
                    17,179Interest
      expense
                    
                    
                    116,593
                    
                    
                    
                    209,937
                    
                    
                    
                    984,989Impairment
      expense
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    3,049,465Loss
      on unhedged underlying derivative
                    
                    
                    695,092
                    
                    
                    
                    136,715
                    
                    
                    
                    1,615,988Changes
      in other operating assets and liabilities :Accounts
      payable and accrued expenses
                    
                    
                    16,345
                    
                    
                    
                    (166,070
                    )
                    
                    
                    25,298Net
      cash used by operations
                    
                    $
                    (593,315
                    )
                    
                    $
                    (1,048,105
                    )
                    
                    $
                    (6,673,489
                    )Investing
      activities:Purchase
      of office equipment
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    (17,555
                    )Net
      cash used by investing activities
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    (17,555
                    )Financing
      activities:Issuance
      of common stock
                    
                    $
                    1,001,369
                    
                    
                    $
                    427,463
                    
                    
                    $
                    5,225,945Issuance
      of preferred stock
                    
                    
                    0
                    
                    
                    
                    1,394
                    
                    
                    
                    68,863Issuance
      of common B stock
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    5,060Issuance
      of gold bullion note
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    648,282Capital
      contributed by shareholder
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    356,743Subscriptions
      received (transferred to common stock)
                    
                    
                    (96,383
                    )
                    
                    
                    93,481
                    
                    
                    
                    0Issuance
      of convertible notes
                    
                    
                    0
                    
                    
                    
                    200,000
                    
                    
                    
                    700,000Advances
      received (paid) shareholder
                    
                    
                    23,821
                    
                    
                    
                    16,349
                    
                    
                    
                    40,170Net
      cash provided by financing activities
                    
                    
                    928,807
                    
                    
                    
                    738,687
                    
                    
                    
                    7,045,063Net
      increase (decrease) in cash during the period
                    
                    $
                    335,492
                    
                    
                    $
                    (309,418
                    )
                    
                    $
                    354,019Cash
      balance at beginning of the fiscal year
                    
                    
                    18,527
                    
                    
                    
                    327,945
                    
                    
                    
                    0Cash
      balance at September 30th
                    
                    $
                    354,019
                    
                    
                    $
                    18,527
                    
                    
                    $
                    354,019Supplemental
      disclosures of cash flow information:Interest
      paid during the year
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0Income
      taxes paid during the year
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0
 
 See
the notes to the financial statements.
  Page34 of 51
 
 USCorp
 (an
Exploration Stage Company)
 Statement
of Changes in Shareholders’ Equity
 From
Inception in May 1989
  Common
                                                  
                                                  
                                                  Common
                                                  
                                                  
                                                  Paid in
                                                  
                                                  
                                                  Accumulated
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  StockShares
                                                  
                                                  
                                                  Par Value
                                                  
                                                  
                                                  Capital
                                                  
                                                  
                                                  Deficit
                                                  
                                                  
                                                  Total
                                                  
                                                  
                                                  Price *Inception
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  $
                                                  0
                                                  
                                                  
                                                  $
                                                  0
                                                  
                                                  
                                                  $
                                                  0
                                                  
                                                  
                                                  $
                                                  0Issuance
      of common stock
                                                  
                                                  
                                                  84,688
                                                  
                                                  
                                                  
                                                  847
                                                  
                                                  
                                                  
                                                  1,185,153
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  1,186,000
                                                  
                                                  
                                                  $
                                                  0.07Net
      income fiscal 1990
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  520,000
                                                  
                                                  
                                                  
                                                  520,000Balance
      at September 30, 1990-unaudited
                                                  
                                                  
                                                  84,688
                                                  
                                                  
                                                  $
                                                  847
                                                  
                                                  
                                                  $
                                                  1,185,153
                                                  
                                                  
                                                  $
                                                  520,000
                                                  
                                                  
                                                  $
                                                  1,706,000Net
      income fiscal 1991
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  1,108,000
                                                  
                                                  
                                                  
                                                  1,108,000Balance
      at September 30, 1991-unaudited
                                                  
                                                  
                                                  84,688
                                                  
                                                  
                                                  $
                                                  847
                                                  
                                                  
                                                  $
                                                  1,185,153
                                                  
                                                  
                                                  $
                                                  1,628,000
                                                  
                                                  
                                                  $
                                                  2,814,000Issuance
      of common stock
                                                  
                                                  
                                                  472
                                                  
                                                  
                                                  
                                                  5
                                                  
                                                  
                                                  
                                                  32,411
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  32,416
                                                  
                                                  
                                                  $
                                                  0.22Net
      income fiscal 1992
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  466,000
                                                  
                                                  
                                                  
                                                  466,000Balance
      at September 30, 1992-unaudited
                                                  
                                                  
                                                  85,160
                                                  
                                                  
                                                  $
                                                  852
                                                  
                                                  
                                                  $
                                                  1,217,564
                                                  
                                                  
                                                  $
                                                  2,094,000
                                                  
                                                  
                                                  $
                                                  3,312,416Net
      loss fiscal 1993
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (3,116,767
                                                  )
                                                  
                                                  
                                                  (3,116,767
                                                  )Balance
      at September 30, 1993-unaudited
                                                  
                                                  
                                                  85,160
                                                  
                                                  
                                                  $
                                                  852
                                                  
                                                  
                                                  $
                                                  1,217,564
                                                  
                                                  
                                                  $
                                                  (1,022,767
                                                  )
                                                  
                                                  $
                                                  195,649Net
      loss fiscal 1994
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (63,388
                                                  )
                                                  
                                                  
                                                  (63,388
                                                  )Balance
      at September 30, 1994-unaudited
                                                  
                                                  
                                                  85,160
                                                  
                                                  
                                                  $
                                                  852
                                                  
                                                  
                                                  $
                                                  1,217,564
                                                  
                                                  
                                                  $
                                                  (1,086,155
                                                  )
                                                  
                                                  $
                                                  132,261Net
      income fiscal 1995
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (132,261
                                                  )
                                                  
                                                  
                                                  (132,261
                                                  )Balance
      at September 30, 1995-unaudited
                                                  
                                                  
                                                  85,160
                                                  
                                                  
                                                  $
                                                  852
                                                  
                                                  
                                                  $
                                                  1,217,564
                                                  
                                                  
                                                  $
                                                  (1,218,416
                                                  )
                                                  
                                                  $
                                                  0Net
      loss fiscal 1996
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0Balance
      at September 30, 1996-unaudited
                                                  
                                                  
                                                  85,160
                                                  
                                                  
                                                  $
                                                  852
                                                  
                                                  
                                                  $
                                                  1,217,564
                                                  
                                                  
                                                  $
                                                  (1,218,416
                                                  )
                                                  
                                                  $
                                                  0
  Page35 of 51
 
 USCorp
 (an
Exploration Stage Company)
 Statement
of Changes in Shareholders’ Equity
 From
Inception in May 1989
 (Continued)
 
 Common
                          
                          
                          Common
                          
                          
                          Paid
      in
                          
                          
                          Accumulated
                          
                          
                          
                          
                          
                          StockShares
                          
                          
                          Par
      Value
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          Total
                          
                          
                          Price
      *Stock
      issued for mining claim
                          
                          
                          150,000
                          
                          
                          
                          1,500
                          
                          
                          
                          598,500
                          
                          
                          
                          
                          
                          
                          600,000
                          
                          
                          $
                          0.20Issuance
      of common stock
                          
                          
                          50,000
                          
                          
                          
                          500
                          
                          
                          
                          59,874
                          
                          
                          
                          
                          
                          
                          60,374
                          
                          
                          $
                          0.06Stock
      issued for services
                          
                          
                          14,878
                          
                          
                          
                          149
                          
                          
                          
                          29,608
                          
                          
                          
                          
                          
                          
                          29,757
                          
                          
                          $
                          0.10Net
      loss fiscal 1997
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (90,131
                          )
                          
                          
                          (90,131
                          )Balance
      at September 30, 1997-unaudited
                          
                          
                          300,038
                          
                          
                          $
                          3,001
                          
                          
                          $
                          1,905,546
                          
                          
                          $
                          (1,308,547
                          )
                          
                          $
                          600,000Capital
      contributed by shareholder
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          58,668
                          
                          
                          
                          
                          
                          
                          
                          58,668Net
      loss fiscal 1998
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (58,668
                          )
                          
                          
                          (58,668
                          )Balance
      at September 30, 1998-unaudited
                          
                          
                          300,038
                          
                          
                          $
                          3,001
                          
                          
                          $
                          1,964,214
                          
                          
                          $
                          (1,367,215
                          )
                          
                          $
                          600,000Capital
      contributed by shareholder
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          28,654
                          
                          
                          
                          
                          
                          
                          
                          28,654Net
      income fiscal 1999
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (26,705
                          )
                          
                          
                          (26,705
                          )Balance
      at September 30, 1999-unaudited
                          
                          
                          300,038
                          
                          
                          $
                          3,001
                          
                          
                          $
                          1,992,868
                          
                          
                          $
                          (1,393,920
                          )
                          
                          $
                          601,949Capital
      contributed by shareholder
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          22,750
                          
                          
                          
                          
                          
                          
                          
                          22,750Net
      loss fiscal 2000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (624,699
                          )
                          
                          
                          (624,699
                          )Balance
      at September 30, 2000-unaudited
                          
                          
                          300,038
                          
                          
                          $
                          3,001
                          
                          
                          $
                          2,015,618
                          
                          
                          $
                          (2,018,619
                          )
                          
                          $
                          0
  Page36 of 51
  USCorp
 (an
Exploration Stage Company)
 Statement
of Changes in Shareholders’ Equity
 From
Inception in May 1989
 (Continued)
 
 Common
                                    
                                    
                                    Common
                                    
                                    
                                    Paid
      in
                                    
                                    
                                    Accumulated
                                    
                                    
                                    
                                    
                                    
                                    StockShares
                                    
                                    
                                    Par
      Value
                                    
                                    
                                    Capital
                                    
                                    
                                    Deficit
                                    
                                    
                                    Total
                                    
                                    
                                    Price
      *Issuance
      of common stock
                                    
                                    
                                    103,535
                                    
                                    
                                    
                                    1,035
                                    
                                    
                                    
                                    611,943
                                    
                                    
                                    
                                    
                                    
                                    
                                    612,978
                                    
                                    
                                    $
                                    0.15Issued
      stock for compensation
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    500
                                    
                                    
                                    
                                    19,571
                                    
                                    
                                    
                                    
                                    
                                    
                                    20,071
                                    
                                    
                                    $
                                    0.04Capital
      contributed by shareholder
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    21,719
                                    
                                    
                                    
                                    
                                    
                                    
                                    21,719Net
      loss fiscal 2001
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (654,768
                                    )
                                    
                                    
                                    (654,768
                                    )Balance
      at September 30, 2001-unaudited
                                    
                                    
                                    453,573
                                    
                                    
                                    $
                                    4,536
                                    
                                    
                                    $
                                    2,668,851
                                    
                                    
                                    $
                                    (2,673,387
                                    )
                                    
                                    $
                                    0Issued
      stock to purchase mining claim
                                    
                                    
                                    24,200,000
                                    
                                    
                                    
                                    242,000
                                    
                                    
                                    
                                    2,207,466
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    2,449,466
                                    
                                    
                                    $
                                    0.10Issued
      shares to employees
                                    
                                    
                                    267,500
                                    
                                    
                                    
                                    2,675
                                    
                                    
                                    
                                    (2,675
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    0Capital
      contributed by shareholders
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    143,480
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    143,480Net
      loss for the fiscal year
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (2,591,671
                                    )
                                    
                                    
                                    (2,591,671
                                    )Balance
      at September 30, 2002-unaudited
                                    
                                    
                                    24,921,073
                                    
                                    
                                    $
                                    249,211
                                    
                                    
                                    $
                                    5,017,122
                                    
                                    
                                    $
                                    (5,265,058
                                    )
                                    
                                    $
                                    1,275Issued
      stock for services
                                    
                                    
                                    872,000
                                    
                                    
                                    
                                    8,720
                                    
                                    
                                    
                                    264,064
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    272,784
                                    
                                    
                                    $
                                    0.31Beneficial
      conversion feature
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    3,767
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    3,767Capital
      contributed by shareholders
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    81,472
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    81,472Net
      loss for the fiscal year
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (865,287
                                    )
                                    
                                    
                                    (865,287
                                    )Balance
      at September 30, 2003
                                    
                                    
                                    25,793,073
                                    
                                    
                                    $
                                    257,931
                                    
                                    
                                    $
                                    5,366,425
                                    
                                    
                                    $
                                    (6,130,345
                                    )
                                    
                                    $
                                    (505,989
                                    )
  Page37 of 51
  USCorp
 (an
Exploration Stage Company)
 Statement
of Changes in Shareholders’ Equity
 From
Inception in May 1989
 (Continued)
 
 Common
                      
                      
                      Common
                      
                      
                      Paid
      in
                      
                      
                      Accumulated
                      
                      
                      
                      
                      
                      StockShares
                      
                      
                      Par
      Value
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      Total
                      
                      
                      Price
      *Issuance
      of common stock
                      
                      
                      550,000
                      
                      
                      
                      5,500
                      
                      
                      
                      206,500
                      
                      
                      
                      
                      
                      
                      212,000
                      
                      
                      $
                      0.39Issued
      stock to pay bills
                      
                      
                      1,069,945
                      
                      
                      
                      10,699
                      
                      
                      
                      460,077
                      
                      
                      
                      
                      
                      
                      470,776
                      
                      
                      $
                      0.44Issued
      stock for services
                      
                      
                      2,118,444
                      
                      
                      
                      21,184
                      
                      
                      
                      652,714
                      
                      
                      
                      
                      
                      
                      673,898
                      
                      
                      $
                      0.32Net
      loss for the fiscal year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (964,108
                      )
                      
                      
                      (964,108
                      )Balance
      at September 30, 2004
                      
                      
                      29,531,462
                      
                      
                      $
                      295,314
                      
                      
                      $
                      6,685,716
                      
                      
                      $
                      (7,094,453
                      )
                      
                      $
                      (113,423
                      )Issuance
      of common stock
                      
                      
                      150,000
                      
                      
                      
                      1,500
                      
                      
                      
                      46,500
                      
                      
                      
                      
                      
                      
                      
                      48,000
                      
                      
                      $
                      0.32Issued
      stock for services
                      
                      
                      2,840,000
                      
                      
                      
                      28,400
                      
                      
                      
                      331,600
                      
                      
                      
                      
                      
                      
                      
                      360,000
                      
                      
                      $
                      0.13Issued
      stock to pay debt
                      
                      
                      400,000
                      
                      
                      
                      4,000
                      
                      
                      
                      50,000
                      
                      
                      
                      
                      
                      
                      
                      54,000
                      
                      
                      $
                      0.14Issuance
      of warrants
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,817
                      
                      
                      
                      
                      
                      
                      
                      1,817Net
      loss for the fiscal year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (628,337
                      )
                      
                      
                      (628,337
                      )Balance
      at September 30, 2005
                      
                      
                      32,921,462
                      
                      
                      $
                      329,214
                      
                      
                      $
                      7,115,633
                      
                      
                      $
                      (7,722,790
                      )
                      
                      $
                      (277,943
                      )Issued
      stock for services
                      
                      
                      885,000
                      
                      
                      
                      8,850
                      
                      
                      
                      70,800
                      
                      
                      
                      
                      
                      
                      
                      79,650
                      
                      
                      $
                      0.09Net
      loss for the period
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (837,551
                      )
                      
                      
                      (837,551
                      )Balance
      at September 30, 2006
                      
                      
                      33,806,462
                      
                      
                      $
                      338,064
                      
                      
                      $
                      7,186,433
                      
                      
                      $
                      (8,560,341
                      )
                      
                      $
                      (1,035,844
                      )Issued
      stock for services
                      
                      
                      50,000
                      
                      
                      
                      500
                      
                      
                      
                      4,500
                      
                      
                      
                      
                      
                      
                      
                      5,000
                      
                      
                      $
                      0.10Issuance
      of convertible debt
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      648,098
                      
                      
                      
                      
                      
                      
                      
                      648,098Net
      loss for the fiscal year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (3,176,745
                      )
                      
                      
                      (3,176,745
                      )Balance
      at September 30, 2007
                      
                      
                      33,856,462
                      
                      
                      
                      338,564
                      
                      
                      
                      7,839,031
                      
                      
                      
                      (11,737,086
                      )
                      
                      
                      (3,559,491
                      )
  Page38 of 51
  USCorp
 (an
Exploration Stage Company)
 Statement
of Changes in Shareholders’ Equity
 From
Inception in May 1989
 (Continued)
 
 Common
                    
                    
                    Common
                    
                    
                    Paid
      in
                    
                    
                    Accumulated
                    
                    
                    
                    
                    
                    StockShares
                    
                    
                    Par
      Value
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    Total
                    
                    
                    Price
      *Issuance
      of common stock
                    
                    
                    10,011,879
                    
                    
                    
                    100,119
                    
                    
                    
                    638,559
                    
                    
                    
                    
                    
                    
                    738,678
                    
                    
                    $
                    0.07Issued
      stock for services
                    
                    
                    9,517,664
                    
                    
                    
                    95,177
                    
                    
                    
                    2,447,473
                    
                    
                    
                    
                    
                    
                    2,542,650
                    
                    
                    $
                    0.27Conversion
      of debentures
                    
                    
                    7,200,000
                    
                    
                    
                    72,000
                    
                    
                    
                    828,000
                    
                    
                    
                    
                    
                    
                    900,000
                    
                    
                    $
                    0.13Conversion
      of preferred stock
                    
                    
                    26,626
                    
                    
                    
                    266
                    
                    
                    
                    6,401
                    
                    
                    
                    
                    
                    
                    6,667
                    
                    
                    $
                    0.25Issuance
      of convertible debt
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    56,000
                    
                    
                    
                    
                    
                    
                    56,000Net
      loss for the fiscal period- as restated
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2,498,879
                    )
                    
                    
                    (2,498,879
                    )Balance
      at September 30, 2008
                    
                    
                    60,612,631
                    
                    
                    
                    606,126
                    
                    
                    
                    11,815,464
                    
                    
                    
                    (14,235,965
                    )
                    
                    
                    (1,814,375
                    )Issuance
      of common stock
                    
                    
                    12,261,765
                    
                    
                    
                    122,618
                    
                    
                    
                    304,845
                    
                    
                    
                    
                    
                    
                    
                    427,463
                    
                    
                    $
                    0.03Issued
      stock for services
                    
                    
                    845,064
                    
                    
                    
                    8,451
                    
                    
                    
                    53,939
                    
                    
                    
                    
                    
                    
                    
                    62,390
                    
                    
                    $
                    0.07Issued
      stock to settle lawsuit
                    
                    
                    200,000
                    
                    
                    
                    2,000
                    
                    
                    
                    10,000
                    
                    
                    
                    
                    
                    
                    
                    12,000
                    
                    
                    $
                    0.06Conversion
      of Preferred A
                    
                    
                    400,000
                    
                    
                    
                    4,000
                    
                    
                    
                    (3,933
                    )
                    
                    
                    
                    
                    
                    
                    67Issuance
      of convertible debt
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    3,000
                    
                    
                    
                    
                    
                    
                    
                    3,000Net
      loss for the year
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,293,237
                    )
                    
                    
                    (1,293,237
                    )Balance
      at September 30, 2009
                    
                    
                    74,319,460
                    
                    
                    
                    743,195
                    
                    
                    
                    12,183,315
                    
                    
                    
                    (15,529,202
                    )
                    
                    
                    (2,602,692
                    )Issuance
      of common stock
                    
                    
                    31,680,388
                    
                    
                    
                    316,804
                    
                    
                    
                    426,690
                    
                    
                    
                    
                    
                    
                    
                    743,494
                    
                    
                    $
                    0.02Issued
      stock & warrants for services
                    
                    
                    8,778,566
                    
                    
                    
                    87,786
                    
                    
                    
                    214,884
                    
                    
                    
                    
                    
                    
                    
                    302,670
                    
                    
                    $
                    0.03Exercise
      of warrants
                    
                    
                    11,776,975
                    
                    
                    
                    117,770
                    
                    
                    
                    140,105
                    
                    
                    
                    
                    
                    
                    
                    257,875
                    
                    
                    $
                    0.02Converted
      preferred A
                    
                    
                    9,400,000
                    
                    
                    
                    94,000
                    
                    
                    
                    (94,000
                    )
                    
                    
                    
                    
                    
                    
                    0Net
      loss for the year
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,724,669
                    )
                    
                    
                    (1,724,669
                    )Balance
      at September 30, 2010
                    
                    
                    135,955,389
                    
                    
                    $
                    1,359,555
                    
                    
                    $
                    12,870,994
                    
                    
                    $
                    (17,253,871
                    )
                    
                    $
                    (3,023,322
                    )
 
 *- Prices
adjusted for stock splits.
 
 Please
see the notes to the financial statements.
  Page39 of 51
  USCorp
 (an
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 For
the Years Ended September 30, 2010 and September 30, 2009
 
 1.
              Organization
      of the Company and Significant Accounting
  Principles
 
 USCorp
(the “Company”) is a publicly held corporation formed in May 1989 in the state
of Nevada. In April 2002 the Company acquired US Metals, Inc. (“USMetals”), a
Nevada corporation, by issuing 24,200,000 shares of common stock. US Metals
became a wholly owned subsidiary of the Company.
 
 The
Company, through its subsidiary, owns the mineral rights to 172 Lode and Placer
Mining Claims in the Eureka Mining District of Yavapai County, Arizona, called
the Twin Peaks Project; and owns the mineral rights to 124 Lode and Placer
Claims on five properties in the Mesquite Mining District of Imperial County,
California, which the Company collectively refers to as the Picacho Salton
Project.
 
 The
Company has no revenues to date and has defined itself as an “exploration stage”
company.
 
 Exploration Stage Company-
the Company has no operations or revenues since its inception and therefore
qualifies for treatment as an Exploration Stage company as per the accounting
guidance.  Financial transactions are accounted for as per generally
accepted accounted principles.  Costs incurred during the development
stage are accumulated in “accumulated deficit- exploration stage” and are
reported in the Stockholders’ Deficit section of the balance sheet.
 
 Consolidation-the
accompanying consolidated financial statements include the accounts of the
company and its wholly owned subsidiary.  All significant
inter-company balances have been eliminated.
 
 Use of Estimates- The
preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make reasonable
estimates and assumptions that affect the reported amounts of the assets and
liabilities and disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses at the date of the financial statements and for
the period they include.  Actual results may differ from these
estimates.
 
 Cash and interest bearing
deposits- For the purpose of calculating changes in cash flows, cash
includes all cash balances and highly liquid short-term investments with an
original maturity of three months or less.
 
 Long Lived Assets- The
Company reviews for the impairment of long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. An impairment loss would be recognized when estimated future
cash flows expected to result from the use of the asset and its eventual
disposition is less than its carrying amount.
 
 Property and Equipment-Property and equipment are
stated at cost. Depreciation expense is computed using the straight-line method
over the estimated useful life of the asset, which is estimated at three
years.
 
 Income taxes-The Company
accounts for income taxes in accordance with generally accepted accounting
principles which requires an asset and liability approach to financial
accounting and reporting for income taxes.  Deferred income tax assets
and liabilities are computed annually for differences between financial
statement and income tax bases of assets and liabilities that will result in
taxable income or deductible expenses in the future based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income.  Valuation allowances are established when
necessary to reduce deferred tax assets and liabilities to the amount expected
to be realized.  Income tax expense is the tax payable or refundable
for the period adjusted for the change during the period in deferred tax assets
and liabilities.
  Page40 of 51
  The
Company follows the accounting requirements associated with uncertainty in
income taxes using the provisions of Financial Accounting Standards Board (FASB)
ASC 740, Income Taxes.
Using that guidance, tax positions initially need to be recognized in the
financial statements when it is more likely than not the positions will be
sustained upon examination by the tax authorities.  It also provides
guidance for derecognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.  As of September 30,
2010, the Company has no uncertain tax positions that qualify for either
recognition or disclosure in the financial statements.  All tax
returns from tax years 2006 to 2009 are subject to IRS audit.
 
 Mineral Properties- Costs
incurred to acquire mineral interest in properties, to drill and equip
exploratory sites within the claims groups, to conduct exploration and assay
work are expensed as incurred.
 
 Revenue Recognition- Mineral
sales will result from undivided interests held by the Company in mineral
properties. Sales of minerals will be recognized when delivered to be picked up
by the purchaser. Mineral sales from marketing activities will result from sales
by the Company of minerals produced by the Company (or affiliated entities) and
will be recognized when delivered to purchasers. Mining revenues generated from
the Company’s day rate contracts, included in mine services revenue, will be
recognized as services are performed or delivered.
 
 Recent Accounting
Pronouncements-In July 2010, new guidance was introduced which would
increase disclosures regarding the credit quality of an entity’s financing
receivables and its allowance for credit losses. In addition, the guidance would
require an entity to disclose credit quality indicators, past due information,
and modifications of its financing receivables. The adoption of this guidance
will not have an impact on the consolidated financial statements.
 
 2.
              Going
      Concern
 
 The
accompanying consolidated financial statements have been presented in accordance
with generally accepted accounting principles, which assume the continuity of
the Company as a going concern.  However, the Company has incurred
significant losses since its inception and has no revenues and continues to rely
on the issuance of shares and warrants to raise capital to fund its business
operations.
 
 Management’s
plans with regard to this matter are as follows:
 
 *
Continue fundraising efforts including joint-venture, merger, acquisition or
other business combinations whose purpose is development of the Company’s
California and Arizona properties by or with well-financed and highly
experienced miners.
 
 *
Complete exploration and begin production on our properties as warranted. Phases
1 and 2 of our 3-phase drilling program have been completed. The California
Desert District BLM Office has completed review of our application and we are
awaiting approval. Other permits for commercial mining are being prepared and
reviewed for submission to Federal, State and local authorities.
 
 * USCorp
plans to begin commercial scale operations on one or more of its properties as
soon as all of the required permits and approvals have been granted and funding
obtained. Due to the nature of the ore bodies of the Company’s current
properties Management expects to begin commercial scale operations on our
Picacho Salton Project first; then Management expects to begin commercial scale
operations on the Twin Peaks Project.
 
 * With
adequate funding management intends to hire qualified and experienced personnel,
including additional officers and directors, and mining specialists,
professionals and consulting firms to advise management as needed to handle
mining operations, acquisitions, mergers, joint ventures and other business
combinations in order to fulfill our business plan regarding development of
existing and future mineral resource properties.
 
 * Form a
strategic alliance of consultants, engineers, contractors and joint venture
partners with an information and communication network that allows the alliance
to function effectively.
 
 * Acquire
additional properties and/or corporations with properties as subsidiaries to
advance the company's growth plans or be acquired by a company that fulfills
this.
  Page41 of 51
 
 * The
company has uploaded proprietary information about the company and our
properties to a secure section of our web site for the purpose of raising
additional capital in order to continue our exploration and development
efforts.
 
 * USCorp
may choose to voluntarily delist from the OTC Bulletin Board and then trade on
the OTC Markets PinkSheets.
 
 3.
Concentrations of Credit
 
 The
Company heavily relies upon the efforts of the Company’s chief executive officer
and majority shareholder for the success of the Company.  A withdrawal
of the chief executive’s officer efforts would have a material adverse effect on
the Company’s financial condition.
 
 4.
Fair values of Financial Instruments
 
 Cash,
accounts payable and accrued expenses, subscriptions payable, gold bullion loan
payable, convertible debentures payable and the advances payable to shareholder
in the balance sheet are estimated to approximate fair market value at September
30, 2010 and September 30, 2009.
 
 5.
Gold Bullion Promissory Note
 
 In
September 2005, the Company issued a promissory note to a shareholder and
received proceeds of $648,282. The note requires the Company to pay the
shareholder 1,634 ounces of Gold Bullion (.999 pure). Originally, the promissory
note came due in September 2007. In September 2007, the holder of the promissory
note agreed to extend the maturity date of the note to September
2009.  In September 2009, the holder of the promissory note extended
the maturity date to January 2010 at the previous terms, and is extending the
maturity date on an informal ongoing basis. The loan is currently in default
however, the Company continues to calculate the loan at fair value.
 
 The loss
on the underlying gold derivative on the promissory note has been calculated as
follows.
 
 Carrying
      value of loan
                    
                    $
                    922,338Fair
      value of loan
                    
                    
                    2,538,326Life
      to date loss on unhedged underlying derivative
                    
                    $
                    (1,615,988
                    )
 
 6.
Convertible Debentures
 
 During
the fiscal year 2007, the Company issued convertible debentures with a face
value of $1,200,000. The debentures were convertible into common stock at $0.125
per share.  The debentures had an interest rate of 5% and a maturity
date from December 2009 to September 2010. During the fiscal year 2008, the
holder of these debentures converted $900,000 of the debentures to 7,200,000
shares of common stock.  The remaining $300,000 of 2007 debentures is
convertible into common stock at $0.125 per share, matured in September 2010,
and has an interest rate of 5%
 
 In fiscal
year 2008 the Company issued an additional convertible debenture to the same
holder and received proceeds of $200,000.  This debenture matured in
March 2010, is exercisable into common stock at $0.125 per share, and has an
interest rate of 4%.
 
 In fiscal
year 2009 the Company issued an additional convertible debenture to the same
holder and received proceeds of $200,000.  This debenture matured in
April 2010, is exercisable into common stock at $0.125 per share, and has an
interest rate of 4%.
  Page42 of 51
 
 All of
the debentures are currently in default and the holders are extending the
maturity date on an informal ongoing basis.  The Company ceases
recording an interest expense on the debentures at the date of the maturity of
the debenture.
 
 The
balance of the convertible debt at September 30, 2010 and September 30, 2009 is
as follows:
 
 30-Sep-10
                    
                    
                    30-Sep-09Convertible
      debt payable
                    
                    $
                    700,000
                    
                    
                    $
                    700,000Unamortized
      beneficial conversion feature
                    
                    
                    0
                    
                    
                    
                    (59,384
                    )Net
      convertible debt payable
                    
                    $
                    700,000
                    
                    
                    $
                    640,616
 
 7.
Issuances of Common Stock
 
 During
fiscal year 2009, the Company issued 12,261,765 shares of common stock and
received proceeds of $427,463. Purchasers of the common stock also received the
option to purchase an additional 5,354,637 shares of common stock at $0.03 per
share expiring in fiscal year 2010.
 
 During
fiscal year 2009, the Company issued 845,064 shares of common stock to
consultants for services received valued at $62,390.  In addition, the
Company issued 200,000 shares of common stock to settle a lawsuit against the
Company by a former consultant.  These shares were valued at $12,000
and recorded in the consolidated financial statements.
 
 In
September 2009, a holder of the preferred A convertible stock converted 50,000
shares of preferred A into 400,000 shares of common stock.  Also in
September 2009, the Company issued 1,393,750 preferred A shares and received
proceeds of $1,394.
 
 During
fiscal year 2010, the Company issued 31,680,386 shares of common stock and
received proceeds of $743,494. Purchasers of the common stock also received the
option to purchase an additional 104,244,579 shares of common stock at a
weighted average price of $0.06 per share expiring in fiscal years 2011 and
2012.
 
 During
fiscal year 2010, the Company issued 8,778,566 shares of common stock to
consultants for services received valued at $292,291.
 
 During
fiscal year 2010, 11,776,975 warrants were exercised and the Company issued
11,776,975 shares of common stock and received proceeds of
$257,875.
 
 During
fiscal year 2010, holders of the preferred A convertible stock converted
1,175,000 shares of preferred A into 9,400,000 shares of common
stock.
 
 8. Common Stock
Warrants
  During
fiscal years 2009 and 2010, the Company issued 5,354,637 and 104,244,579,
respectively, warrants to purchase common stock at weighted average exercise
price of $0.03 and $0.06 per share, respectively. These warrants were issued to
the purchasers of common stock discussed in Note 5.
  The
Company applies ASC 718, “Accounting for Stock-Based Compensation” to account
for its option issues.  Accordingly, all options granted are recorded at
fair value using a generally accepted option pricing model at the date of the
grant.  For purposes of determining the option value at issuance, the fair
value of each option granted is measured at the date of the grant by the option
pricing model with the following assumptions:
  Page43 of 51
  2010
                    
                    
                    2009Dividend
      yield
                    
                    
                    0.00
                    %
                    
                    
                    0.00
                    %Risk
      free interest rate
                    
                    
                    1.00
                    %
                    
                    
                    0.50
                    %Volatility
                    
                    
                    25.00
                    %
                    
                    
                    39.00
                    %
  The fair
values generated by option pricing model may not be indicative of the future
values, if any, that may be received by the option holder.
  During
fiscal year 2009, the Company issued 3,200,000 warrants exercisable at $.40 per
share to the convertible debenture holders discussed in Note 9 and the holders
of the gold bullion promissory note discussed in Note 4. These warrants expired
worthless at the beginning of end of fiscal year 2009.
  During
fiscal year 2010, the Company issued 439,484 warrants to consultants for
services rendered.  The warrants are exercisable at $0.02 per share
and expire in fiscal years 2011 and 2012. As a result of the issue, the Company
recorded and expense of $10,379 in the consolidated statement of
operations.
  The
following is a summary of common stock warrants outstanding at September 30,
2010:
 
 Wgtd Avg
                    
                    
                    Wgtd YearsAmount
                    
                    
                    Exercise Price
                    
                    
                    to MaturityOutstanding
      at September 30, 2008
                    
                    
                    5,736,666
                    
                    
                    $
                    0.40
                    
                    
                    
                    1.01Issues
                    
                    
                    6,954,637Exercises
                    
                    
                    0Expired
                    
                    
                    (3,200,000
                    )Outstanding
      at September 30, 2009
                    
                    
                    9,491,303
                    
                    
                    $
                    0.33
                    
                    
                    
                    0.54Issues
                    
                    
                    104,684,063Exercises
                    
                    
                    (11,776,975
                    )Expired
                    
                    
                    (1,818,907
                    )Outstanding
      at September 30, 2010
                    
                    
                    100,579,484
                    
                    
                    $
                    0.06
                    
                    
                    
                    1.42
  9.
Stock Incentive Plan
  The
Company provides for a Stock Incentive Plan for its employees.  The
plan provides for incentive stock options and non-qualified stock options. The
Board of Directors will determine whether an option is an incentive stock option
or a non-qualified stock option when it grants the option and the option will be
evidenced by an agreement describing the material terms of the option. The Board
of Directors will determine the exercise price of an employee’s option at the
date of the grant. The exercise price of an incentive stock option may not be
less than the fair market value of the common stock on the date of the grant, or
less than 110% of the fair market value if the participant owns more than 10% of
the outstanding common stock. The Board of Directors will also determine the
term of an option at the date of the grant. The term of an incentive stock
option or non-qualified stock option may not exceed ten years from the date of
grant, but any incentive stock option granted to a participant who owns more
than 10% of the outstanding common stock will not be exercisable after the
expiration of five years after the date the option is granted. Subject to any
further limitations in the applicable agreement, if a participant’s employment
terminates, an incentive stock option will terminate and expire no later than
three months after the date of termination of employment.
  Page44 of 51
  Incentive
stock options are also subject to the further restriction that the aggregate
fair market value, determined as of the date of the grant, of the market value
of the common Stock as to which any incentive stock option first becomes
exercisable in any calendar year is limited to $100,000 per recipient. If
incentive stock options covering more than $100,000 worth of the common stock
first become exercisable in any one calendar year, the excess will be
non-qualified options. For purposes of determining which options, if any, have
been granted in excess of the $100,000 limit, options will be considered to
become exercisable in the order granted.
  10.
Class B Common Shares
 
 The Class
B Common shares are non-voting shares that trade on the Frankfurt stock exchange
under the symbol U9CB.F. There are 250,000,000 shares authorized and 5,060,500
issued and outstanding. The par value of these shares is $0.001. These shares do
not trade in the United States on any market and the Company has no plans to
register these shares for trading in the U.S.
 
 11. Income Tax
Provision
 
 Provision
      for income taxes is comprised of the following:30-Sep-10
                    
                    
                    30-Sep-09Net
      loss before provision for income taxes
                    
                    $
                    (1,724,669
                    )
                    
                    $
                    (1,293,237
                    )Current
      tax expense:Federal
                    
                    $
                    0
                    
                    
                    $
                    0State
                    
                    
                    0
                    
                    
                    
                    0Total
                    
                    $
                    0
                    
                    
                    $
                    0Less
      deferred tax benefit:Tax
      loss carryforwards
                    
                    
                    3,015,186
                    
                    
                    
                    (2,205,332
                    )Allowance
      for recoverability
                    
                    
                    (3,015,186
                    )
                    
                    
                    2,205,332Provision
      for income taxes
                    
                    $
                    0
                    
                    
                    $
                    0
 
 A
reconciliation of provision for income taxes at the statutory rate to provision
for income taxes at the Company's effective tax rate is as follows:
 
 Statutory
      U.S. federal rate
                        
                        
                        34
                        %
                        
                        
                        34
                        %Statutory
      state and local income tax
                        
                        
                        10
                        %
                        
                        
                        10
                        %Less
      allowance for tax recoverability
                        
                        
                        -44
                        %
                        
                        
                        -44
                        %Effective
      rate
                        
                        
                        0
                        %
                        
                        
                        0
                        %Deferred
      income taxes are comprised of the following:Tax
      loss carryforwards
                        
                        $
                        3,015,186
                        
                        
                        $
                        2,205,332Allowance
      for recoverability
                        
                        
                        (3,015,186
                        )
                        
                        
                        (2,205,332
                        )Deferred
      tax benefit
                        
                        $
                        0
                        
                        
                        $
                        0
 
 Note: The
deferred tax benefits arising from the timing differences begin to expire in
fiscal years 2011 to 2030 and may not be recoverable upon the purchase of the
Company under current IRS statutes.
  Page45 of 51
  12.
Net Loss per Share
 
 The
Company applies ASC 260, “Earnings per Share”to
calculate loss per share. In accordance with ASC 260, basic net loss per share
has been computed based on the weighted average of common shares outstanding
during the years, adjusted for the financial instruments outstanding that are
convertible into common stock during the years. The effects of the common stock
options and the debentures convertible into shares of common stock, however,
have been excluded from the calculation of loss per share because their
inclusion would be anti-dilutive. Net loss per share is computed as
follows:
 
 30-Sep-10
                    
                    
                    30-Sep-09Net
      loss before cumulative preferred dividend
                    
                    $
                    (1,724,669
                    )
                    
                    $
                    (1,293,237
                    )Cumulative
      dividend preferred payable
                    
                    
                    (42,380
                    )
                    
                    
                    (35,296
                    )Net
      loss to common shareholders
                    
                    $
                    (1,767,049
                    )
                    
                    $
                    (1,328,533
                    )Weighted
      average
                    
                    
                    92,355,392
                    
                    
                    
                    66,685,586Basic
      & fully diluted net loss per common share
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.02
                    )
 
 13.
Subsequent Events
 
 Between
October 1, 2010 and December 27, 2010, the Company issued 9,861,233 shares of
common stock and received proceeds of $236,000. Purchasers of the common stock
also received the option to purchase an additional 24,299,999 shares of common
stock at a weighted average price of $0.156 per share expiring in fiscal years
2011 and 2012.
  Page46 of 51
  ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
 
 There are
no changes or disagreements with accountants on accounting and financial
disclosure.
 
 ITEM
9A(T). CONTROLS AND PROCEDURES
 
 Evaluation
of disclosure and controls and procedures. Our Chief Executive Officer and
Acting Chief Financial Officer have evaluated the effectiveness of the design
and operation of our disclosure controls and procedures as of September 30,
2010. This evaluation was carried out under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer. Based on this evaluation, these officers have
concluded that the design and operation of our disclosure controls and
procedures are effective.
 
 Item
9B. Other Information
 
 In
October 2004 the shareholders approved a new class of Common Stock, 250,000,000
shares of $.001 par value Series B Common Stock. Effective November 17, 2004,
the Company amended its Articles of Incorporation to create a new series “Class
B” of $.001 par value common stock in the amount of 250,000,000
shares.
 
 PART
III
 
 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE
GOVERNANCE.
  Name
                    
                    Age
                    
                    Position HeldRobert
      Dultz
                    
                    69
                    
                    Chief
      Executive Officer, acting CFO, President and a Director and Chairman of
      the Board of DirectorsSpencer
      Eubank
                    
                    59
                    
                    Secretary,
      Treasurer and a DirectorCarl
      W. O’Baugh
                    
                    79
                    
                    DirectorB.
      Keith Simerson
                    
                    45
                    
                    DirectorMichelle
      Seibel
                    
                    43
                    
                    Director
 
 Directors
hold office until the next annual shareholders meeting or until their death,
resignation, retirement, removal, disqualification, or until a successor has
been elected. Vacancies in the Board are filled by majority vote of the
remaining directors. Officers of the Company serve at the will of the Board of
Directors. [
 
 BUSINESS
EXPERIENCE OF CURRENT DIRECTORS AND OFFICERS AS OF SEPTEMBER 30,
2008
 
 Robert Dultz, USCorp’s
Chairman and CEO since January 2002 has an over 25-year association with the
Twin Peaks property and as an individual is a former owner of a portion of the
claims which make up the Twin Peaks property. Former Chairman and President of a
prior corporate owner of the Twin Peaks claims and since 2000 has been a
majority shareholder of corporate owners of the claims. Mr. Dultz has served on
the boards of several publicly traded companies. Mr. Dultz spends in excess of
90% of his time working for USCorp.
 
 Spencer Eubank,is Secretary,
Treasurer and Director of the Company. Mr. Eubank has an 19-year history of
association with the Twin Peaks Project properties and is a former owner of a
portion of the Twin Peaks Project claims. Mr. Eubank is responsible for
maintaining the records of the Company and works closely with the senior
executive management of the Company in day-to-day operations. Mr. Eubank has
served on the boards of several public, private and not-for-profit Companies as
an officer and director including EssxSport Corp. (January 1996 to March 1998),
and Pla.Net.Com, Inc. (February 1997 to July 1999). Mr. Eubank is the owner of
an independent research and consulting service. Mr. Eubank has degrees in
Theology (B.Th., 1985) and Sociology (B.A., 1988).
  Page47 of 51
 
 Carl W. O’ Baugh, an
Independent Director of the Company since January 2002, and has an over 20-year
association with the Twin peaks property. Former Vice President of USCorp and
Former President of a prior corporate owner of the Twin Peaks claims. Former
President of Golconda Gems, Inc, a wholesale gem cutting, importing and
distribution company with operations in the United States and Mexico. Extensive
knowledge and experience of gems, minerals and metals. Mr. O’Baugh as been
retired since 2000 and devotes less than 5% of his time to USCorp.
 
 B. Keith Simerson is an
Independent Director of the Company. Mr. Simerson was recently appointed
Chairman of the Executive Committee of Residential Income Properties, Inc., a
NY-based company. As Chairman of the Executive Committee, he works closely with
the Chairman to provide leadership to the Board of Directors.  Mr. Simerson
co-founded and today is one of two co-owners of Tradewinds Consulting, LLC, a
small consultancy that provides a range of strategic planning, change
management, and leadership development services to four branches of the
military, several federal government agencies, various management consulting
firms, and to clients in the automotive, heavy construction, civil engineering,
consumer electronics, industrial supplies, heavy machinery, rubber, paper,
medical devices, and electronics industries. Mr. Simerson earned his Doctorate
in Education with emphasis in management and organization development, from the
University of North Carolina at Greensboro. He earned an M.A. with emphasis in
administration, supervision, and higher education, from Appalachian State
University. He also has BA and AAS. degrees and specialty certifications. Mr.
Simerson is the co-author of The Manager as Leader
(Praeger Publishers, 2006), Fired, Laid Off, Out of a Job: A
Manual for Understanding, Coping, Surviving (Greenwood, 2003), and Evaluating Police Management
Development Programs (Praeger Publishing, 1990). Mr. Simerson is on the
Faculty of Northwestern University’s School of Education and Social Policy,
where he instructs, researches, and publishes in the areas of Strategic
Thinking, Strategy Formulation, Strategic Planning, and Strategy
Execution.
 
 Michelle Seibel, a Director
and Assistant Secretary of the Company and entrepreneurial business owner
providing  a IT consulting services in California and has extensive
experience in bookkeeping training, and construction management.
 
 (a)
Family relationships.
 
 There are
no family relationships among the officers or directors.
 
 (b)
Involvement in certain legal proceedings.
 
 There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments or injunctions material to the evaluation of the ability and integrity
of any director or executive officer during the past five years.
 
 (c)
Adoption of Code of Ethics.
 
 On
September 22, 2004 USCorp adopted a Code of Ethics for officers and directors of
the Company, filed previously and included herein by reference.
 
 COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
 
 Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
officers and directors, and persons who own more than ten percent of its common
stock, to file reports of ownership and changes of ownership with the Securities
and Exchange Commission (“SEC”) and each exchange (or market quotation system)
on which the Company’s securities are registered. Officers, directors and
greater than ten-percent stockholders are required by SEC regulation to furnish
the Company with copies of all ownership forms they file.
 
 Based
solely on current management’s review of the copies of such forms received by it
from former management, the Company believes that, during the year ended
September 30, 2010 its officers, directors, and greater than ten-percent
beneficial owners complied with all applicable filing requirements.
  Page48 of 51
  ITEM
11. EXECUTIVE COMPENSATION
 
 During
the fiscal year, USCorp’s officers devoted their full time to the affairs of
USCorp. As reported in previous filings with the SEC by the Company, they did
not receive monetary compensation for their services as officers; however,
USCorp’s officers and directors have received shares of the Company’s Series A
Preferred stock in consideration of their agreement to serve. USCorp’s Chairman,
President and CEO, Robert Dultz, devoted his full time to the affairs of USCorp,
received compensation through May, 2009. During 2009 and 2010 Mr. Dultz loaned,
without interest, operating funds to USCorp. Mr. Dultz may receive cash, stock
or a combination thereof in repayment of his loans and in compensation for his
full time efforts.
 
 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 
 The
following table sets forth certain information regarding the beneficial
ownership of USCorp’s Class A Common Stock by each person or group that is known
by USCorp to be the beneficial owner of more than five percent of its
outstanding Common Stock, each director of USCorp, each person named in the
Summary Compensation Table, and all directors and executive officers of USCorp
as a group as of September 30__, 2010. Unless otherwise indicated, USCorp
believes that the persons named in the table below, based on information
furnished by such owners, have sole voting and investment power with respect to
the Class A Common Stock beneficially owned by them, where applicable. As
of September 30, 2010, there were 135,955,389 shares of Class A Common
Stock issued and outstanding.
 
 Name
      and
                                      
                                      Class
      A
                                      
                                      
                                      Series
      A
                                      
                                      
                                      
                                      
                                      
                                      PercentageAddress
      of
                                      
                                      Common
                                      
                                      
                                      Preferred
                                      
                                      
                                      
                                      
                                      
                                      ofBeneficial
                                      
                                      Voting
                                      
                                      
                                      Voting*
                                      
                                      
                                      Total
                                      
                                      
                                      VotingOwner
                                      
                                      Ownership
                                      
                                      
                                      Ownership
                                      
                                      
                                      Votes
                                      
                                      
                                      OwnershipRobert
      Dultz c/o USCorp,4535
      W. Sahara Ave, Suite 200,Las
      Vegas, NV 89102
                                      
                                      
                                      18,122,925
                                      
                                      
                                      
                                      5,750,000
                                      
                                      
                                      
                                      64,122,925
                                      
                                      
                                      
                                      47.16
                                      %Spencer
      Eubank c/o USCorp,4535
      W. Sahara Ave, Suite 200,Las
      Vegas, NV 89102
                                      
                                      
                                      1,619,980
                                      
                                      
                                      
                                      500,000
                                      
                                      
                                      
                                      5,619,980
                                      
                                      
                                      
                                      4.13
                                      %Carl
      O’Baugh c/o USCorp,4535
      W. Sahara Ave, Suite 200,Las
      Vegas, NV 89102
                                      
                                      
                                      426,250
                                      
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      826,250
                                      
                                      
                                      
                                      0.61
                                      %B.
      Keith Simerson c/o USCorp,4535
      W. Sahara Ave, Suite 200,Las
      Vegas, NV 89102
                                      
                                      
                                      
                                      
                                      
                                      
                                      56,250
                                      
                                      
                                      
                                      450,000
                                      
                                      
                                      
                                      0.33
                                      %Michelle
      Seibel4535
      W. Sahara Ave, Suite 200,Las
      Vegas, NV 89102
                                      
                                      
                                      60,000
                                      
                                      
                                      
                                      250,000
                                      
                                      
                                      
                                      2,060,000
                                      
                                      
                                      
                                      1.52
                                      %Officers,
      Directors and Affiliates as a group (5 individuals)
                                      
                                      
                                      20,229,155
                                      
                                      
                                      
                                      6,606,250
                                      
                                      
                                      
                                      73,079,155
                                      
                                      
                                      
                                      53.75
                                      %
 *Series A
Preferred Shares are convertible to Common 8 for 1 and are voting before
conversion.
  Page49 of 51
  ITEM
13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
 
 The
Company is provided office equipment and space by the chief executive officer
and majority shareholder.
 
 PART
IV
 
 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 The Audit
Committee has adopted a policy regarding the retention of the independent
auditors that requires pre-approval of all services by the Audit Committee or
the Chairman of the Audit Committee. When services are pre-approved by the
Chairman of the Audit Committee, notice of such approvals is given
simultaneously to the other members of the Audit Committee.
 
 The Audit
Committee has reviewed and discussed the fees paid to Donahue Associates, LLC
for the reports covering fiscal 2009 and 2010 for audit, audit-related, tax and
other services.
 
 The Audit
Committee has reviewed and discussed the audited financial statements with the
Company’s management; and discussed with Donahue Associates, LLC, independent
auditors for the Company, the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as
amended.
 
 The
aggregate fees billed for the fiscal years ended September 30, 2009 and
September 30, 2010 for professional services rendered by Donahue Associates, LLC
for the audit of the Company’s financial statements were $9,700 for fiscal 2009
and $10,700 for audit and quarterly review of interim financial statements filed
on Form 10-Q, respectively, during fiscal 2010.
 
 Audit-Related
Fees
 
 Donahue
Associates, LLC did not bill us for any assurance or related services that were
related to the performance of the audit of the financial
statements.
 
 Tax
Fees
 
 Donahue
Associates, LLC has provided professional services for tax compliance, tax
advice and tax planning in the amount of $450 during fiscal
2010.
  Page50 of 51
 
 Other
Fees
 
 No other
fees were paid to Donahue Associates, LLC.
 
 ITEM
15. EXHIBITS
 
 (A)
EXHIBITS
 
 14.1
              Code of Ethics for Chief
      Executive Officer and Senior Financial
  Officers*
 
 23.1
              Consent of Geological Support
      Services, LLC
 
 31.1
              Certification Pursuant to Section
      302 of the Sarbanes Oxley Act of
2002
 
 32.1
              Certification Pursuant to Section
      906 of the Sarbanes Oxley Act of
2002
 
 *
Previously filed
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Company has duly caused this amended report to be signed
on its behalf by the undersigned, thereunto duly authorized.
  USCORP.Dated: 
      December 28, 2010
                By:
                /s/ Robert DultzRobert
      DultzPresident,
      Chairman, CEO and Director
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
Annual Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:
  Signature
                
                Title
                
                Date/s/ Robert Dultz
                
                President,
      Chairman and CEO
                
                December
      28, 2010Robert
      Dultz
                
                and
      acting Chief Financial Officer/s/ Spencer Eubank
                
                Secretary-Treasurer
                
                December
      28, 2010Spencer
      Eubank
                
                and
      Director/s/ Carl O’Baugh
                
                Director
                
                December
      28, 2010Carl
      O’Baugh/s/ B. Keith Simerson
                
                Director
                
                December
      28, 2010B.
      Keith Simerson/s/
      Michelle Seibel
                
                Director
                
                December
      28, 2010Michelle
      Seibel
  Page51 of 51