SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)


(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,
  2008





OR





o
              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 o





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 oNo 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 31, 2008, the value of such stock was $0.05 per share. 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, 2008: 60,612,630. Number of shares outstanding of
Issuer’s class B common stock, $0.001 par value, outstanding on September 30,
2008: 5,000,000.





Documents
Incorporated by Reference: NONE





Transitional
Small Business Disclosure Format (Check one): Yes o; No x





Explanatory
Note





Subsequent
to the issuance of the financial statements for the fiscal years ended September
30, 2008 and September 30, 2007, management discovered that an incorrect
statement had been filed instead of the finalized report.  The
original Annual Report on Form 10-K we filed incorrectly valued the shares
issued to consultants.  The following indicates those accounts in the
consolidated balance sheets and the consolidated income statements affected by
the restatement.





As
      Reported
                  
                  
                  As
      RestatedTotal
      shareholder deficit
                  
                  $
                  (1,692,367
                  )
                  
                  $
                  (1,814,376
                  )Net
      loss
                  
                  $
                  (1,981,543
                  )
                  
                  $
                  (2,498,879
                  )Basic
      & fully diluted net loss per common share
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.05
                  )








FORM
10-K/A


September
30, 2008


USCORP





TABLE
OF CONTENTS




FORWARD
      LOOKING STATEMENTS
                                                                  3PART
      IITEM
      1
                                                                  
                                                                  Description
      of Business
                                                                  3Item
      1A
                                                                  
                                                                  Risk
      Factors
                                                                  13Item
      1B
                                                                  
                                                                  Unresolved
      Staff Comments
                                                                  16ITEM
      2
                                                                  
                                                                  Properties
                                                                  16ITEM
      3
                                                                  
                                                                  Legal
      Proceedings
                                                                  16ITEM
      4
                                                                  
                                                                  Submission
      of Matters to a Vote of Security Holders
                                                                  16PART
      IIITEM
      5
                                                                  
                                                                  Market
      for The Company’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                                  17Item
      6
                                                                  
                                                                  Selected
      Financial Data
                                                                  18ITEM
      7
                                                                  
                                                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                  18Item
      7A
                                                                  
                                                                  Qualitative
      and Quantitative Disclosure about Market Risk
                                                                  20ITEM
      8
                                                                  
                                                                  Financial
      Statements
                                                                  20ITEM
      9
                                                                  
                                                                  Changes
      in and Disagreements with Accountants
                                                                  38ITEM
      9A(T)
                                                                  
                                                                  Controls
      and Procedures
                                                                  38ITEM
      9B
                                                                  
                                                                  Other
      Information
                                                                  39PART
      IIIITEM
      10
                                                                  
                                                                  Directors,
      Executive Officers, and Corporate Governance
                                                                  39ITEM
      11
                                                                  
                                                                  Executive
      Compensation
                                                                  40ITEM
      12
                                                                  
                                                                  Security
      Ownership of Certain Beneficial Owners and Management
                                                                  40ITEM
      13
                                                                  
                                                                  Certain
      Relationships and Related Transactions
                                                                  41ITEM
      14
                                                                  
                                                                  Principal
      Accountant Fees and Services
                                                                  41ITEM
      15
                                                                  
                                                                  Exhibits
                                                                  42Signatures
                                                                  
                                                                  
                                                                  42


Page 2 of
42





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.





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 California which the Company refers 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”).





OVERVIEW





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 235
mining claims in the Mesquite Mining District of Imperial County, California,
called the Picacho Salton Project.





A.
RECENT DEVELOPMENTS.





On
November 8, 2007 we announced in a press release the results of a recent report
prepared for the Company by Geological Support Services regarding the titanium
magnetite deposits at the Twin Peaks Project, which stated in part: “The magnetite of the Twin Peaks has
been sampled and sent off for assay...ore grade shows it to have saleable levels
of TiO [titanium oxide]”.





On
January 22, 2008 we announced that USCorp had retained Martin E. Janis &
Company, Inc. to carry out national financial public relations
program


Page 3 of
42


On
January 28, 2008 we reviewed in a press release our 2007
Accomplishments.





On
January 31, 2008 in a press release we released the results of our
geophysicist’s report of pink rhyolite on Picacho Salton property.





On
February 07, 2008 we announced in a press release the completion of
archeological and biological reports for the Arizona Twin Peaks
Project.





On April
17, 2008 we reported in a press release that our Geophysicist had identified
over 1.68 million ounces of gold at Twin Peaks Project in a NI 43-101
report.





On April
29, 2008 we announced in a press release that according to our Geophysicist
there are over 527 thousand ounces of gold at our California Picacho Salton
Property bring our total gold resource to over 2.2 Million Ounces Gold located
on our two properties.





On May
30, 2008 we announced in a press release approval by the BLM and the State of
Arizona to drill to 1,000 feet depth on our Arizona Twin Peaks Gold
Property.





On June
13, 2008 we reported in a press release that we began drill site preparation on
our Arizona Twin Peaks gold property.





On June
17, 2008 we reported in a press release our progress on our California Picacho
Salton gold property.





On July
07, 2008 we reviewed in a press release our accomplishments on our gold
properties through June 2008.





On July
09, 2008 we reported in a press release that drilling had been scheduled on our
Arizona Twin Peaks gold property.





On Sep
11, 2008 we reported in a press release that we had begun Phase One drilling on
our Arizona Twin Peaks gold property.





On
September 15, 2008 we reported in a press release preliminary drilling results
on our Arizona Twin Peaks gold property.





On
September 29, 2008 we announced in a press release that Phase One of our
drilling program had been completed at Twin Peaks gold property and that Phase
Two was nearing launch.





On
September 30, 2008 We announced in a press release a new $2.16 million financing
agreement.





On
October 1, 2008 we reported in a press release additional preliminary results of
the Phase One drilling program on our Arizona Twin Peaks gold
property.





On
October 2, 2008 we announced in a press release updates to the gold and silver
mineralization at Twin Peaks gold property.





On
October 3, 2008 we reported in a press release additional claims at our Arizona
Twin Peaks gold property.





On
October 6, 2008 we announced in a press release Phase Two drilling was scheduled
to begin on our Arizona Twin Peaks gold property.





On
November 14, 2008 we published an open letter to shareholders in a press release
summarizing the Phase 1 and Phase 2 drilling at our Twin Peaks Project and
clarifying the Company’s commitment to continued growth and ultimate
success.





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.


Page 4 of
42





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, 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.





Geological
Support Services, LLC recently 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





On
February 14, 2005 the Company filed a Form 8-K with the Securities and Exchange
Commission reporting that the Company concluded the acquisition of 2 additional
gold mining claims located near Kingman, Arizona from a private
corporation.





Under the
direction of our consulting geophysicist, we fully explored and tested the
property. Based on the exploration and test results, however, Management
determined it was not economically viable to pursue further exploration or
development of this property. Due to certain conditions not being met, title to
the claims deeded back to the prior claim holder.





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. 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.


Page 5 of
42





The
Company has spent the last 6 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 235 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 is currently reviewing 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.





Property
descriptions, locations and nature of ownership.





Picacho
Salton Project Claims in the Mesquite Mining District of Imperial County,
California, U.S.A, Group #1: 640 acres of contiguous, unpatented Placer Claims
over lain by unpatented Lode Claims. Access to these claims is by a private dirt
road 2 miles north of the intersection of Highway 78 and Ogilby Road, near
Glamis, California.





Picacho
Salton Project Claims in the Mesquite Mining District of Imperial County,
California, U.S.A, Group #2: unpatented contiguous Placer Claims and Lode Claims
covering 2,720 acres. All of these claims are just east of the intersection of
Highway 78 and Ogilby Road. Access to the property is by private dirt
road.





Picacho
Salton Project Claims in the Mesquite Mining District of Imperial County,
California, U.S.A, Group #3: 8 unpatented Lode Claims covering 160 acres. Means
of access to the property is by an unmarked private dirt road, south of Picacho
State Park.





On
November 1, 2006 USCorp announced the acquisition of the additional Mining
Property, through its wholly owned subsidiary Southwest. Situated on 1,280 acres
covering 64 lode mining claims of precious metal properties and located in the
Mesquite Mining District of Imperial County, California, some of the new
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.





The 172
unpatented lode and placer mining claims, covering 3,440 acres, which the
Company refers to as the “Twin Peaks Project,” 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 $125 per claim are
due on or before August 31 each year.


Page 6 of
42


Maps
indicating the locations of our properties.











In the
Map above “1”“2” “3” “4” and “5” represent the approximate locations of the
company’s Picacho Salton Project properties in the Mesquite Mining District of
Imperial County, California. These five locations are represented by the number
“2” in the map below.


Page 7 of
42











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 recently
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. As of the date of this
report the Company is awaiting assay results of Phases 1, 2 and 2.5 at the Twin
Peaks Project. 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. When we receive certified assay
results from the labs of samples taken during the Phase 1 drilling program the
preliminary results produced by the NITON pXRF will be compared with certified
results. The comparison will assist the agencies participating in the test to
determine the usefulness of the device in exploration activities. The Company is
not conducting mineral extraction operations on this property
yet.


Page 8 of
42





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 1,280 acres covering 64 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 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. There are
no current mineral extraction operations on this property. The proposed program
is exploratory in nature.





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-porhyry, 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.


Page 9 of
42





Geological
Support Services, LLC completed a feasibility study in 2007 on the Twin Peaks
Project that identified mineralized material.





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.





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 are being evaluated we completed the collection of
the archeological and environmental data necessary for further exploration,
submitted the Mining Plans of Operations and we are awaiting
approvals.





Test
Production Program Budget and Plan





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/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.


Page 10
of 42





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 indicated 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





Recent
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.





In 2007
we conducted additional exploration, testing, surveying and re-staking of all
claims, and 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 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.”


Page 11
of 42


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, 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, $620,000 in proceeds from a
private placement and $1,200,000 in proceeds from convertible debentures, $2.19
million in commitments to finance fiscal 2009 operations, in addition to
contributions from the Company’s Chairman and CEO. As of the date of this report
the Company has received $400,000 of the $2.19 million in commitments for 2009,
however the December 2008 payment was not received and there is no guarantee
that the Company will receive the rest of the committed funds. We continue to
pursue additional sources of financing.





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, Kent, England. 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 has worked
since 2001 as a professor of geology and geosciences.





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.


Page 12
of 42


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.





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.





Employees
and Independent Contractors.





As of the
date of this Annual Report, the Company did not employ any persons other than
its executive officers and directors named herein, an Office Manager, Field
Operations, Administrative Assistant, and clerical help.





As of the
date of this Annual Report, the Company and its wholly owned subsidiaries have
utilized as principal consultant/advisor: Geological Support Services, LLC under
Robert Cameron, PhD; which, in turn, may employ subcontractors that perform work
indirectly for the Company and its subsidiaries; and a secondary
consultant/advisor, Wondjina Research Institute under Rich Lundin.





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.


Page 13
of 42





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.





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.


Page 14
of 42





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.”.





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 60,612,630 shares of Common Stock are issued and
outstanding as of the date of this Annual Report, of which approximately
44,502,938 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.


Page 15
of 42





(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, N.W, 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 principle 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





On
December 22, 2006, an individual filed suit against the Company in the Arizona
Justice Court, alleging that the Company failed to pay him wages and expenses
pursuant to certain labor laws dating back to March, 2004. This individual was
seeking damages in the amount of $149,000 plus interest and attorney’s fees. On
January 23, 2007, the Company filed a notice of removal of action to have this
individual’s claim moved from state to federal court and such motion was
granted. We prevailed on this individual’s primary claim, i.e., the claim under
the Arizona Wage Payment Act. The Company believes that there is similarly no
merit to this individual’s remaining claim and plans to defend this suit
vigorously.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





On June
20, 2009 the shareholders voted to authorize the Board of Directors to raise
money from the public via equity or debt financing under terms and conditions to
be determined by the Board. And the shareholders voted to approve the actions of
the Board of Directors for the fiscal year ended September 30,
2008.


Page 16
of 42





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 23,
2003 the Company’s shares are also traded on the Third Segment of the Berlin
Stock Exchange under symbol UCP.BER, WKN number 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:





PERIOD
                  
                  HIGH
                  
                  
                  LOWQuarter
      ended December 31, 2006
                  
                  
                  0.15
                  
                  
                  
                  0.11Quarter
      ended March 31, 2007
                  
                  
                  0.14
                  
                  
                  
                  0.07Quarter
      ended June 30, 2007
                  
                  
                  0.14
                  
                  
                  
                  0.08Quarter
      ended September 30, 2007
                  
                  
                  0.12
                  
                  
                  
                  0.06Quarter
      ended December 31, 2007
                  
                  
                  0.37
                  
                  
                  
                  0.14Quarter
      ended March 31, 2008
                  
                  
                  0.25
                  
                  
                  
                  0.13Quarter
      ended June 30, 2008
                  
                  
                  0.27
                  
                  
                  
                  0.10Quarter
      ended September 30, 2008
                  
                  
                  0.13
                  
                  
                  
                  0.06





On
December 31, 2008 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.





Recent
Sales of registered and unregistered securities.





During
fiscal year 2008, the Company issued an aggregate of 7,348,214 shares of Class A
common stock for services rendered.





In August
of 2007, the Company accepted $620,000 in subscriptions for 8,673,332 units
consisting of one Class A Common Stock and one warrant to purchase 1⁄2 Class A
Common Stock at an exercise price of $0.40 per full share, the exercise period
being two years and expiring on October 4, 2009.





In June
2008 the Company accepted $173,055 in subscriptions for 3,508,000 shares of
Class A Common Stock.





In June
2004, the Company commenced a private placement of 6 million units of its
securities with each unit consisting of one share of series B preferred stock
and one warrant to purchase an additional share of series B preferred stock at a
price of $0.50 per unit. The offer had been extended until October 2008. The
two-year period was extended and has now expired.




The
series B preferred shares accrue interest at the rate of 10% per annum of the
purchase price of $0.50, or $0.05 per year, payable annually in arrears. The
Company may elect to make payment of interest in the form of common shares. In
which case the number of common shares payable will equal the amount of interest
payable divided by the closing price of the common shares on the date the
dividend is declared by the Company.


Page 17
of 42




The
series B preferred shares are redeemable by the Company at any time after one
year from the date of their issuance provided that the common shares have
sustained a trading price of not less than $1.00 per common share for at least
20 consecutive trading days. If the Company elects to redeem the Shares, the
redemption price shall be determined as follows:





(i)
              During
      the second year after their issuance at $0.575 per preferred
      share;


(ii)
              During
      the third year after their issuance at $0.55 per preferred
      share;


(iii)
              During
      the fourth year after their issuance at $0.525 per preferred share;
      and


(iv)
            After
      the fourth year after their issuance at $0.50 per preferred
      share.





During
September 2004, the Company received $55,175 of subscriptions for 155,000 units
in this private placement.





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.





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 21E 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, 2008, 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
407 claims owned by the Company is $125 per claim for a total annual cost of
$50,875.


Page 18
of 42





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 in important quantities. 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 2008
we have conducted exploration, testing, surveying and re-staking of all claims,
and added significant claims to the group. The result of this work is the
feasibility study prepared by Geological Support Services, LLC, in 2007 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.”





The
Company, through its wholly owned subsidiary Southwest Resource development,
Inc, (“Southwest”) owns 235 unpatented lode 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 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 and indicated the presence of economically viable deposits of
precious metals.





In 2008
we conducted additional exploration, testing, surveying and re-staking of all
claims, and added 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 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.”





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 six
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 pursing 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 due to our
persistence and our improved financial position. The feasibility study prepared
by Geological Support Services, LLC, in part: “The feasibility study operating
plan assumes an open cast quarry type operation containing [mineralized
material].”


Page 19
of 42




I.
Results of Operations





Comparison
of operating results.





The
Company has not yet commenced commercial operations and has had no revenues from
operations.





General
and administrative expense for fiscal 2008 was $1,708,250 compared to $2,853,391
for last year, a decrease of approximately 40%. The main area of decrease was in
consulting costs ($728,320 for fiscal 2008 compared to $2,436,469 last year).
Administration expenses increased ($851,860 for fiscal 2008 compared to $337,847
last year). The increase in administrative expenses was due to the increase in
salaries and space rental costs.





As a
result of general and administrative costs, the Company experienced a loss from
operations of $1,708,250 for the year ended September 30, 2008 compared to loss
from operations of $2,853,391 for the year ended September 30, 2007
..





After
interest expense in fiscal 2008 of $468,643, compared to $154,327 in the prior
year, the Company realized a net loss for fiscal 2008 of $2,498,879 as compared
to a net loss of $3,176,745 for the prior fiscal year. This loss translated into
a loss of $.04 for fiscal 2008, compared to a loss of $.09 per share for fiscal
2007.





II.
Discussion of Financial Condition: Liquidity and Capital Resources





At
September 30, 2008 cash on hand was $327,945 as compared
with   cash on hand was $1,541,001 at September 30, 2007. The
Company received services in the aggregate amount of $728,320 through the
issuance of additional 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, 2008 were $331,135  as compared
to  $1,546,432 at September 30, 2007.





The
Company’s total stockholders’ equity changed to -$1,692,367 September 30, 2008
from -$3,559,491 at September 30, 2007. The reduction in the deficit of total
stockholders’ equity was due to the loss from operations and the issuance of
shares for services rendered.





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





ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.





Not
Applicable.





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Page 20
of 42





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, 2008. 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, 2008, 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.


Page 21
of 42


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 financial statements of USCorp. and its internal
control over financial reporting as of September 30, 2008 and September 30, 2007
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, 2008 and September
30, 2007, 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.




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
23, 2008 (Note 16- June 20, 2009)


Page 22
of 42


USCorp


(an
Exploration Stage Company)


Balance
Sheet


As
of September 30, 2008 and September 30, 2007





As
      Restated30-Sep-08
                        
                        
                        30-Sep-07ASSETSCurrent
      assets:Cash
                        
                        $
                        327,945
                        
                        
                        $
                        1,541,001Total
      current assets
                        
                        $
                        327,945
                        
                        
                        $
                        1,541,001Other
      assets:Equipment-
      net
                        
                        
                        3,190
                        
                        
                        
                        5,431Total
      assets
                        
                        $
                        331,135
                        
                        
                        $
                        1,546,432LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable & accrued expenses
                        
                        $
                        189,211
                        
                        
                        $
                        2,410,918Gold
      bullion loan
                        
                        
                        1,592,100
                        
                        
                        
                        0Subscriptions
      payable
                        
                        
                        0
                        
                        
                        
                        569,323Total
      current liabilities
                        
                        $
                        1,781,311
                        
                        
                        $
                        2,980,241Gold
      bullion loan
                        
                        
                        0
                        
                        
                        
                        1,205,484Convertible
      debenture payable
                        
                        
                        288,702
                        
                        
                        
                        639,770Advances
      payable to shareholder
                        
                        
                        0
                        
                        
                        
                        205,263Shareholders'
      equity:Series
      A preferred stock, one share convertible to eight shares of common; par
      value $0.001, 10,000,000 shares authorized, 5,218,750 shares issued and
      outstanding at September 30, 2008
                        
                        
                        7,000
                        
                        
                        
                        0Series
      B preferred stock, one share convertible to two shares of common; 10%
      cumulative stated dividend, stated value $0.50, 50,000,000 shares
      authorized, 155,000 shares outstanding at September 30, 2007 and 141,687
      at September 30, 2008, stated value; $0,50
                        
                        
                        63,498
                        
                        
                        
                        70,165Common
      stock B- $.001 par value, authorized 250,000,000 shares, issued and
      outstanding, 5,000,000 shares at September 30, 2008 and 5,000,000 at
      September 30, 2007, non-voting
                        
                        
                        5,000
                        
                        
                        
                        5,000Common
      stock A- $.01 par value, authorized 550,000,000 shares authorized, issued
      and outstanding, 33,856,462 shares at September 30, 2007 and 60,612,631 at
      September 30, 2008
                        
                        $
                        606,126
                        
                        
                        $
                        338,564Additional
      paid in capital
                        
                        
                        11,815,463
                        
                        
                        
                        7,839,031Accumulated
      deficit - exploration stage
                        
                        
                        (14,235,965
                        )
                        
                        
                        (11,737,086
                        )Total
      shareholders' deficit
                        
                        
                        (1,814,376
                        )
                        
                        
                        (3,559,491
                        )Total
      Liabilities & Shareholders' Deficit
                        
                        $
                        331,135
                        
                        
                        $
                        1,546,432




See
the notes to the financial statements.


Page 23
of 42


USCorp


(an
Exploration Stage Company)


Statements
of Operations


For
the Years Ended September 30, 2008 and September 30, 2007


and
from Inception, May 1989 through September 30, 2008





As
      Restated
                    
                    
                    
                    
                    
                    Inception2008
                    
                    
                    2007
                    
                    
                    to
      DateGeneral
      and administrative expenses:Consulting
                    
                    $
                    728,320
                    
                    
                    $
                    2,436,469
                    
                    
                    $
                    6,416,656Administration
                    
                    
                    851,862
                    
                    
                    
                    337,847
                    
                    
                    
                    4,908,281License
      expense
                    
                    
                    56,775
                    
                    
                    
                    30,125
                    
                    
                    
                    247,459Professional
      fees
                    
                    
                    71,293
                    
                    
                    
                    48,878
                    
                    
                    
                    564,620Total
      general & administrative expenses
                    
                    
                    1,708,250
                    
                    
                    
                    2,853,319
                    
                    
                    
                    12,137,016Net
      loss from operations
                    
                    $
                    (1,708,250
                    )
                    
                    $
                    (2,853,319
                    )
                    
                    $
                    (12,137,016
                    )Other
      income (expenses):Interest
      income
                    
                    
                    7,264
                    
                    
                    
                    0
                    
                    
                    
                    7,264Interest
      expense
                    
                    
                    (468,643
                    )
                    
                    
                    (154,327
                    )
                    
                    
                    (722,032
                    )Loss
      on unhedged derivative
                    
                    
                    (329,250
                    )
                    
                    
                    (169,099
                    )
                    
                    
                    (784,181
                    )Loss
      on mining claim
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    (600,000
                    )Net
      loss before provision for income taxes
                    
                    $
                    (2,498,879
                    )
                    
                    $
                    (3,176,745
                    )
                    
                    $
                    (14,235,965
                    )Provision
      for income taxes
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0Net
      loss
                    
                    $
                    (2,498,879
                    )
                    
                    $
                    (3,176,745
                    )
                    
                    $
                    (14,235,965
                    )Basic
      & fully diluted net loss per common share
                    
                    $
                    (0.05
                    )
                    
                    $
                    (0.09
                    )Weighted
      average of common shares outstanding:Basic
      & fully diluted
                    
                    
                    53,945,024
                    
                    
                    
                    33,844,237




See
the notes to the financial statements.


Page 24
of 42


USCorp


(an
Exploration Stage Company)


Statements
of Cash Flows


For
the Years Ended September 30, 2008 and September 30, 2007


and
from Inception, May 1989 through September 30, 2008





As
      Restated
                
                
                
                
                
                Inception2008
                
                
                2007
                
                
                to
      DateOperating
      Activities:Net
      loss
                
                $
                (2,498,879
                )
                
                $
                (3,176,745
                )
                
                $
                (14,235,965
                )Adjustments
      to reconcile net income items not requiring the use of
    cash:Loss
      on sale of mining claim
                
                
                0
                
                
                
                0
                
                
                
                600,000Consulting
      fees
                
                
                169,650
                
                
                
                5,000
                
                
                
                2,092,170Depreciation
      expense
                
                
                3,882
                
                
                
                4,474
                
                
                
                14,365Interest
      expense
                
                
                468,643
                
                
                
                154,327
                
                
                
                722,032Shares
      issued for mining claim
                
                
                0
                
                
                
                0
                
                
                
                2,449,465Loss
      on unhedged underlying derivative
                
                
                329,250
                
                
                
                169,099
                
                
                
                784,181Changes
      in other operating assets and liabilities :Accounts
      payable and accrued expenses
                
                
                158,293
                
                
                
                2,337,601
                
                
                
                2,569,211Net
      cash used by operations
                
                $
                (1,369,161
                )
                
                $
                (506,244
                )
                
                $
                (5,004,541
                )Investing
      activities:Purchase
      of office equipment
                
                $
                (1,641
                )
                
                $
                (1,665
                )
                
                $
                (17,555
                )Net
      cash used by investing activities
                
                
                (1,641
                )
                
                
                (1,665
                )
                
                
                (17,555
                )Financing
      activities:Issuance
      of common stock
                
                $
                163,010
                
                
                $
                0
                
                
                $
                2,314,778Issuance
      of preferred stock
                
                
                0
                
                
                
                0
                
                
                
                70,165Issuance
      of gold bullion note
                
                
                0
                
                
                
                0
                
                
                
                648,282Subscriptions
      received
                
                
                0
                
                
                
                569,323
                
                
                
                569,323Issuance
      of convertible notes
                
                
                200,000
                
                
                
                1,200,000
                
                
                
                1,400,000Advances
      received (paid) shareholder
                
                
                (205,263
                )
                
                
                196,014
                
                
                
                347,494Net
      cash provided by financing activities
                
                
                157,747
                
                
                
                1,965,337
                
                
                
                5,350,042Net
      increase (decrease) in cash during the period
                
                $
                (1,213,056
                )
                
                $
                1,457,428
                
                
                $
                327,945Cash
      balance at beginning of the fiscal year
                
                
                1,541,001
                
                
                
                83,573
                
                
                
                0Cash
      balance at September 30th
                
                $
                327,945
                
                
                $
                1,541,001
                
                
                $
                327,945Supplemental
      disclosures of cash flow information:Interest
      paid during the fiscal year
                
                $
                0
                
                
                $
                0
                
                
                $
                0Income
      taxes paid during the fiscal year
                
                $
                0
                
                
                $
                0
                
                
                $
                0




See
the notes to the financial statements.


Page 25
of 42




USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception, May 1989 to September 30, 2008





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


Page 26
of 42




USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception, May 1989 to September 30, 2008


(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


Page 27
of 42


USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception, May 1989 to September 30, 2008


(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 consultants
                              
                              
                              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
                              )


Page 28
of 42


USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception, May 1989 to September 30, 2008


(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
                )




Page 29
of 42




USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception, May 1989 to September 30, 2008


(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
                                      
                                      
                                      $
                                      11,815,463
                                      
                                      $
                                      (14,235,965)
                                      
                                      $
                                      (1,814,376
                                      )





*- Prices
adjusted for stock splits.





Please
see the notes to the financial statements.


Page 30
of 42


USCorp


(an
Exploration Stage Company)


Notes
to the Consolidated Financial Statements


For
the Years Ended September 30, 2008 and September 30, 2007





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 USMetals, Inc. (“USMetals”), a
Nevada corporation and owner of the 141 claims making up the Twin Peaks Mine at
that time, by issuing 24,200,000 shares of common stock. USMetals became a
wholly owned subsidiary of the Company.





The
Company now 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 235 Placer and Lode Claims on five
properties in the Mesquite Mining District of Imperial County, California, which
the Company collectively refers to as the Picacho Salton Project.





Exploration Stage Company-
the Company has no revenues since its inception and therefore qualifies for
treatment as an Exploration Stage company as per Statement of Financial
Accounting Standards (SFAS) No. 7.  As per SFAS No.7, 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’ Equity 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 consolidated 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 the Statement of Accounting
Standards No. 109 (SFAS No. 109), "Accounting for Income
Taxes".  SFAS No. 109 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.





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
2006, the FASB issued Interpretation No. 48 ("FIN 48"), "Accounting to Uncertainty in Income
Taxesand An
Interpretation of FASB Statement No.109." FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise's financial
statements in accordance with SFAS 109.  FIN 48 also prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. The new FASB standard also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. The provisions of FIN 48 are effective for the
Company's first quarter ending March 31, 2008. The adoption of FIN 48 will not
have a material impact on the consolidated financial statements of the
Company.




Page 31
of 42





In
September 2006, the FASB issued SFAS No.157, "Fair Value Measurements",
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair
value measurements. SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and interim periods within those
fiscal years. Earlier application is encouraged provided that the reporting
entity has not yet issued financial statements for that fiscal year including
financial statements for an interim period within that fiscal year. The adoption
of SFAS No. 157 will not have a material impact on the consolidated financial
statements of the Company.





In
February 2007, the FASB issued SFAS No.159, "The Fair Value Option for Financial
Assets and Financial Liabilities”&. The statement permits entities to
choose to measure certain financial assets and liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No.159 is effective as of the beginning
of an entity's fiscal year that begins after November 15, 2007. The adoption of
SFAS No. 159 will not have a material impact on the consolidated financial
statements of the Company.





In
November 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 109, "Written Loan Commitments Recorded at
Fair Value Through Earnings." SAB No.109 states that the expected net
future cash flows related to the associated servicing of a loan should be
included in the measurements of all written loan commitments that are accounted
for at fair value through earnings. The provisions of SAB No.109 are applicable
to written loan commitments issued or modified in fiscal quarters beginning
after December 15, 2007. The adoption of SAB No. 159 will not have a material
impact on the consolidated financial statements of the Company.





2.           Going
Concern





The
accompanying financial statements have been presented in accordance with
generally accepted accounting principals, which assume the continuity of the
Company as a going concern.  However, the Company has incurred
significant losses since its inception and has no business operations and
continues to rely on financing and 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:





* Obtain
the necessary approvals and permits to complete exploration and begin test
production on our properties as warranted. An application for drilling on
Picacho Salton Project has been submitted to the Bureau of Land Management and
is being reviewed by them.





* USCorp
plans to begin commercial scale operations on one or more of its properties as
soon as the required permits and approvals have been granted. Due to the nature
of the ore bodies of the Company’s current properties Management believes it
will begin commercial scale operations on our Picacho Salton Project. Then
Management plans to begin commercial scale operations on the Twin Peaks
Project.





*
Continue exploration and ramp up permitting process to meet ongoing and
anticipated demand for gold, silver, uranium, aggregate, decorative rock and
polymetalic ores resulting from our planned commercial scale production
activities.





* Augment
our mining exploration team with quality and results-oriented people as needed.
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 to handle
mining operations, acquisitions and development of existing and future mineral
resource properties.





* Put
together a strategic alliance of consultants, engineers, contractors as well as
joint venture partners when appropriate, and set up an information and
communication network that allows the alliance to function effectively under
USCorp's management.





* Attend
and exhibit at industry and investment trade shows





* Acquire
additional properties and/or corporations with properties as subsidiaries to
advance the company's growth plans.





*
Rearrange our finances for better return and insured coverage.




Page 32
of 42





* In
calendar 2008 Management launched an investor awareness and public relations
campaign including coordinated and periodic release of information to the public
via press releases, company newsletter and updates to the company’s web
sites.





* In
calendar 2009 Management plans to receive and analyze the assays from 2008
drilling program on our Twin Peaks property; Plot future drilling; Receive BLM
permit California; Drill the Picacho Salton Project in California; Complete
Phase Three drilling on the Twin Peaks property; Receive and analyze the Picacho
Salton assays; Draw up and Submit the final Mining Plan of Operations (MPO) for
the Twin Peaks; Submit the MPO to the BLM; Complete a Bankable Feasibility study
on the Twin Peaks property; Submit the Final MPO on the Picacho Salton Project
to the BLM; and Finish a Bankable feasibility study on the Picacho Salton
Project. Then begin mining.





3.  Net
Loss per Share





The
Company applies SFAS No. 128, “Earnings per Share”to
calculate loss per share.  In accordance with SFAS No. 128, 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 equivalents convertible to 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:





2008
                    
                    
                    2007Net
      loss before cumulative preferred dividend
                    
                    $
                    (2,498,879
                    )
                    
                    $
                    (3,176,745
                    )Cumulative
      dividend preferred
                    
                    
                    (28,211
                    )
                    
                    
                    (20,978
                    )Net
      loss
                    
                    $
                    (2,527,090
                    )
                    
                    $
                    (3,197,723
                    )Weighted
      average
                    
                    
                    53,945,024
                    
                    
                    
                    33,844,237Basic
      & fully diluted net loss per common share
                    
                    $
                    (0.05
                    )
                    
                    $
                    (0.09
                    )





4.
Concentrations of Credit





At
September 30, 2008 and September 30, 2007, the Company has deposits at a bank
that are approximately $228,000 and $1,400,000 in excess of insured
amounts.





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 could have a material adverse affect on
the consolidated financial statements.





5.
Gold Bullion Promissory Note





In
September 2005, the Company issued a promissory note to a shareholder and
received proceeds of $635,663.  The note requires the Company to pay
the shareholder 1,941 ounces of Gold Bullion (.999 pure) in September 2009. The
underlying life to date loss on the imbedded derivative gold payable under this
note has been calculated as follows.





30-Sep-08
                  
                  
                  30-Sep-07Carrying
      value of loan
                  
                  $
                  807,919
                  
                  
                  $
                  750,553Fair
      value of loan
                  
                  
                  1,592,100
                  
                  
                  
                  1,205,484Life
      to date loss on unhedged underlying derivative
                  
                  $
                  (784,181
                  )
                  
                  $
                  (454,931
                  )





Page 33
of 42




The loss
on the unhedged derivative is recorded in the consolidated statements of
operations.





6.
Equipment





A summary
of equipment at September 30, 2008 and September 30, 2007 is as
follows:





2008
                  
                  
                  2007Office
      equipment
                  
                  $
                  17,555
                  
                  
                  $
                  15,914Accumulated
      depreciation
                  
                  
                  (14,365
                  )
                  
                  
                  (10,483
                  )Net
      equipment
                  
                  $
                  3,190
                  
                  
                  $
                  5,431





Depreciation
expense for fiscal years 2008 and 2007 was $3,882 and $4,474,
respectively.





7.
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, 2008 and September 30, 2007.





8.
Issuances of Common Stock with Warrants and Issuances of Preferred
Stock





During
fiscal year 2007, the Company issued 50,000 shares of stock to legal consultants
for services rendered.





In the
fourth quarter of fiscal year 2007, the Company opened an offering of 8,000,000
shares of Class A common stock to the public under Regulation D of the
Securities Exchange Act of 1934.  Each unit consisting of one share of
Class A common stock and a warrant to purchase one half of one share of Class A
common stock was offered for sale at $.075. The holder of two warrants would
enable the holder to purchase one share of Class A common stock for forty cents
extending for a period of two years.  The offering was closed by
September 30, 2007 and the Company received net subscription proceeds of
$564,823.





During
the fiscal year 2008, the Company issued 8,273,329 shares of Class A common
stock and warrants to purchase 4,136,666 shares of Class A common stock and
received proceeds of $620,000. Also during fiscal year 2008, the Company issued
1,738,550 shares of Class A common stock and received proceeds of
$173,855.





During
the fiscal year 2008, the Company issued 9,517,664 shares of common stock to
consultants for services rendered.





During
the fiscal year 2008, the holder of the debentures converted $900,000 of the
debentures to 7,200,000 shares of common stock.





During
the fiscal year 2008, the holder of the preferred stock converted 13,313 shares
of preferred B stock to 26,625 shares of common stock.





The Class
B Common shares are non-voting shares that trade on the Frankfurt stock exchange
under the symbol U9C.F. There are 250,000,000 shares authorized and 5,000,000
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 on any U.S. market.





SERIES
A CONVERTIBLE PREFERRED STOCK





In
September 2008, the Company, pursuant to board approval, offered and sold
5,218,750 shares of Series A Convertible Preferred Stock to its officers and
directors for an aggregate purchase price of $7,000. The number of shares
constituting the Series A Preferred Stock is ten million (10,000,000) shares,
each having a par value of $0.001 per share. The Company may not issue
fractional shares of the Series A Preferred Stock.





Page 34
of 42




Liquidation
Preference





In case
of liquidation or dissolution of the Company, the holders of the Series A
Preferred Stock shall be entitled to be paid out of the assets of the Company
available for distribution to its shareholders an amount in cash equal to the
par value of the Series A Preferred shares at conversion to Common A Stock for
each share of Series A Preferred Stock outstanding before any amount shall be
paid to the holders of any subsequently issued Preferred B Stock or Common A or
B stock (the "Liquidation Preference'). If the assets of the Company available
for distribution to its shareholders are insufficient to pay the holders of
shares of the Series A Preferred Stock the full amount of the Liquidation
Preference to which they are entitled, then the holders of such shares shall
share ratably in any distribution of assets according to their ownership of the
then outstanding Series A Preferred Stock After the payment of the Liquidation
Preference is made in full to the holders of the Series A Preferred Stock, the
holders of the Series A Preferred Stock shall be entitled to no further
participation in the distribution of the assets of the Company and the remaining
assets of the Company legally available for distribution to its shareholders
shall be distributed among the holders of the other classes or series of
securities of the Company in accordance with their respective
terms.





Voting


The
holders of the Series A Preferred Stock shall have eight (8) votes per share of
Series A Preferred Stock, and shall be entitled to vote on any and all matters
brought to a vote of stockholders of Common Stock.





Conversion
Rights





The
Series A Preferred Stock may be convertible, at the option of the record holder
of the shares, into shares of fully paid and non -assessable shares of the
Company's Common Stock. Each Series A Preferred Share may be converted into
eight (8) shares of the Company's Common A Stock. The Company shall at all times
keep available for issuance the number of shares of Common Stock as shall be
issuable upon conversion of all outstanding shares of Series A Preferred
Stock.





9. Common Stock
Warrants





During
the fiscal year ended September 30, 2008, the Company issued 4,136,666 warrants
to shareholders as discussed in Note 8 and issued 1,600,000 warrants to the
issuers of the debenture discussed in Note 10.


The
Company applies SFAS No. 123, “Accounting for Stock-Based Compensation” to
account for its warrant issues.  Accordingly, all warrants granted are
recorded at fair value using a generally accepted option pricing model at the
date of the grant.  For purposes of determining the warrant value under
SFAS 123, the fair value of each warranted granted is measured at the date of
the grant by the option pricing model with the following assumptions; the
dividend yield is 0%, volatility is 39%, and the risk free interest rate is
0.50%.





The fair
values generated by option pricing model may not be indicative of the future
values, if any, that may be received by the warrant holder.





There is
no formal stock option plan for employees.





The
following is a summary of common stock warrants outstanding at September 30,
2008:





Wgtd
      Avg
                  
                  
                  Wgtd
      YearsAmount
                  
                  
                  Exercise
      Price
                  
                  
                  to
      MaturityBalance
      at September 30, 2007
                  
                  
                  0Issues
                  
                  
                  5,736,666Exercises
                  
                  
                  0Expires
                  
                  
                  0Outstanding
      at September 30, 2008
                  
                  
                  5,736,666
                  
                  
                  $
                  0.34
                  
                  
                  
                  1.01





During
fiscal year 2008, 155,000 of the Preferred B warrants that had been outstanding
expired unexercised.





10.
Convertible Debentures





In fiscal
year 2008 the Company issued an additional convertible debenture and received
proceeds of $200,000.  The debenture matures in March 2011 and is
exercisable into common stock at $0.125 per share and has an interest rate of
4%. The Company recorded $56,000 to its stockholder equity as a result of the
issue to account for the beneficial equity feature of the debenture. The Company
is amortizing the beneficial conversion feature to interest expense over the
life of the debenture. In addition, the purchaser of the debenture issue is
entitled to purchase 1,600,000 shares of Class A common stock at $0.20 per share
through September 30, 2009. See further discussion in Note 9.




Page 35
of 42





During
the fiscal year 2007, the Company issued convertible debentures with a face
value of $1,200,000. The debentures are convertible into common stock at $0.125
per share.  The debentures have an interest rate of 5% and mature in
December 2009 to September 2010. As a result of the issuance of the debentures,
the Company allocated $648,098 to stockholders’ equity as a result of the
favorable conversion feature of the debentures. The Company is amortizing the
beneficial conversion feature to interest expense over the life of the
debenture. During the fiscal year 2008, the holder of the debentures converted
$900,000 of the 2007 debentures to 7,200,000 shares of common
stock.





The
remaining $300,000 of 2007 debentures are convertible into common stock at
$0.125 per share and mature in September 2010 and have an interest rate of
5%





The
balance of the convertible debt at September 30, 2008 and September 30, 2007 is
as follows:





2008
                  
                  
                  2007Convertible
      debt payable
                  
                  $
                  500,000
                  
                  
                  $
                  1,200,000Unamortized
      beneficial conversion feature
                  
                  
                  (211,298
                  )
                  
                  
                  (560,230
                  )Net
      convertible debt payable
                  
                  $
                  288,702
                  
                  
                  $
                  639,770





11. Income Tax
Provision





Provision
for income taxes is comprised of the following:


30-Sep-08
                  
                  
                  30-Sep-07Net
      loss before provision for income taxes
                  
                  $
                  (2,498,879
                  )
                  
                  $
                  (3,176,745
                  )Current
      tax expense:Federal
                  
                  $
                  0
                  
                  
                  $
                  0State
                  
                  
                  0
                  
                  
                  
                  0Total
                  
                  $
                  0
                  
                  
                  $
                  0Less
      deferred tax benefit:Timing
      differences
                  
                  
                  (1,336,989
                  )
                  
                  
                  (1,140,027
                  )Allowance
      for recoverability
                  
                  
                  1,336,989
                  
                  
                  
                  1,140,027Provision
      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:Timing
      differences
                                    
                                    $
                                    1,336,989
                                    
                                    
                                    $
                                    1,140,027Allowance
      for recoverability
                                    
                                    
                                    (1,336,989
                                    )
                                    
                                    
                                    (1,140,027
                                    )Deferred
      tax benefit
                                    
                                    $
                                    0
                                    
                                    
                                    $
                                    0





Page 36
of 42




Note:  The
deferred tax benefits arising from the timing differences begin to expire in
fiscal year 2027 and 2028 and may not be recoverable upon the purchase of the
Company under current IRS statutes.





12.
Related Party Transactions





During
fiscal year 2007, the chief executive officer and majority shareholder advanced
$196,014 to The Company for use in its operations at no interest.  The
Company imputed interest on the advances at its cost of capital and has recorded
an interest charge of $9,249 on the advances in the statement of operations for
fiscal year 2007. The advance was repaid in early fiscal year
2008.





13.
Subsequent Event





In
October 2008, the Company issued a convertible debenture and received proceeds
of $200,000.  The debenture matures in October 2011, carries interest
at 4%, and is convertible into common shares at $0.125 per share.  In
addition, the debenture holder has the warrant right to purchase 1,600,000
shares of common A stock at $0.20 per share with the warrant right expiring in
September 2009.





14.
Commitments and Contingencies





The
Company is the defendant in a suit brought by a former
consultant.  The suit is seeking damages of $80,000.  The
parties have completed discovery and a trial date has been scheduled for early
2009.  Although management is confident of the successful resolution
of this matter, management has accrued a contingency expense of $40,000 in the
consolidate statement of financial condition at September 30, 2008 for the
possible settlement of this suit.





15.
Non Cash Transactions





During
fiscal year 2008, the Company issued 6,800,000 shares of common stock to the
consultants of the Company for $2,380,000 of bonuses expensed in fiscal year
2007.  The transaction has been excluded from the consolidated
statement of cash flows since the transaction did not involve an exchange of
cash.





16.
Restatement





Subsequent
to the issuance of the financial statements for the years ended September 30,
2008 and September 30, 2007, management discovered that an incorrect statement
had been filed instead of the finalized report.  The original report
filed incorrectly valued the shares issued to consultants.  The
following indicates those accounts in the consolidated balance sheets and the
consolidated income statements affected by the restatement.





As
      Reported
                
                
                As
      RestatedTotal
      shareholder deficit
                
                $
                (1,692,367
                )
                
                $
                (1,814,376
                )Net
      loss
                
                $
                (1,981,543
                )
                
                $
                (2,498,879
                )Basic
      & fully diluted net loss per common share
                
                $
                (0.04
                )
                
                $
                (0.05
                )





Page 37
of 42




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,
2008. 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.





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, 2008. 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, 2008, the
Company's internal control over financial reporting is effective.





There
have not been any changes during our fiscal quarter ended September 30, 2008 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.





Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Securities
Exchange Act of 1934, as amended, is accumulated and communicated to our
management, including principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.




Page 38
of 42




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
              
              67
              
              Chief
      Executive Officer, acting Chief Financial Officer and
    ChairmanLarry
      Dietz
              
              61
              
              President,
      Secretary, Treasurer and DirectorCarl
      W. O’Baugh
              
              77
              
              DirectorJudith
      Ahrens
              
              69
              
              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 and qualified. 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.





Larry Dietz, the Company’s
President and Director since January 2002, and Secretary-Treasurer since June
2006 and has an over 20-year association with the Twin peaks property and is
former President of a prior corporate owner of the Twin Peaks claims. He served
as President of Dietz and Associates, a mining consultancy, since 1982 and He is
an expert in Arizona’s geology. Dietz authored the Arizona Mineral Industry
Location System, a database identifying all known mineral occurrences in the
state. He is Registered Expert Witness with the Technical Advisory Services for
Attorneys. He is also an associate member of the Society of Mining Engineers of
the American Institute of Mining, Metallurgical and Petroleum Engineers. Mr.
Dietz currently works full time for PacifiCare at the Arizona State Retirement
System. He devotes less than 15% of his time to USCorp





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.





Judith Ahrens an Independent
Director of the Company since July 2003. Ms. Ahrens is a former lobbyist in
Washington DC and has worked in public relations for National and State elected
officials. From 2000 to 2006 Ms. Ahrens worked full time for National Grants
Conferences. She recently worked in Presidential Campaign work. She devotes less
than 10% of her time to USCorp.





(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.




Page 39
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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, 2008 its officers, directors, and greater than ten-percent
beneficial owners complied with all applicable filing requirements.





ITEM
11. EXECUTIVE COMPENSATION





During
the fiscal year, USCorp’s officers or directors did not devote their full time
to the affairs of USCorp. As reported in previous Form 10-QSB filings by the
Company they did not receive compensation for their services; however, USCorp’s
officers received shares of the Company’s common stock in consideration of their
agreement to serve.





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 December 31, 2008. 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, 2008, there were 60,612,630 shares of Class A Common
Stock issued and outstanding.


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Name
      and Address of Beneficial Owner
                                    
                                    Class A
                                      Common Voting
                                      Ownership
                                    
                                    
                                    Series A Preferred
                                      Voting* Ownership
                                    
                                    
                                    Total Votes
                                    
                                    
                                    Percentage of Voting
                                      OwnershipRobert
      Dultz c/o USCorp,4535
      W. Sahara Ave, Suite 200,Las
      Vegas, NV 89102
                                    
                                    
                                    10,595,525
                                    
                                    
                                    
                                    5,000,000
                                    
                                    
                                    
                                    50,595,525
                                    
                                    
                                    
                                    49.72
                                    %Larry
      Dietz c/o USCorp,4535
      W. Sahara Ave, Suite 200,Las
      Vegas, NV 89102
                                    
                                    
                                    51,000
                                    
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    451,000
                                    
                                    
                                    
                                    0.44
                                    %Carl
      O’Baugh c/o USCorp,4535
      W. Sahara Ave, Suite 200,Las
      Vegas, NV 89102
                                    
                                    
                                    50,250
                                    
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    450,250
                                    
                                    
                                    
                                    0.44
                                    %Judith
      Ahrens c/o USCorp,4535
      W. Sahara Ave, Suite 200,Las
      Vegas, NV 89102
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    43,750
                                    
                                    
                                    
                                    400,000
                                    
                                    
                                    
                                    0.39
                                    %Officers,
      Directors and Affiliates as a group (4 individuals)
                                    
                                    
                                    10,746,775
                                    
                                    
                                    
                                    5,143,750
                                    
                                    
                                    
                                    51,896,775
                                    
                                    
                                    
                                    51.00
                                    %


*Series
A Preferred Shares are convertible to Common 8 for 1 and are voting before
conversion.





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 2006 and 2007 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, 2006 and
September 30, 2007 for professional services rendered by Donahue Associates, LLC
for the audit of the Company’s financial statements were $6,300 for fiscal 2006
and $7,500 for audit and quarterly review of interim financial statements filed
on Form 10-QSB, respectively, during fiscal 2007.





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.




Page 41
of 42




Tax
Fees





Donahue
Associates, LLC has provided professional services for tax compliance, tax
advice and tax planning in the amount of $450 during fiscal 2007.





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, LLC31.1
              
              Certification
      Pursuant to Section 302 of the Sarbanes Oxley Act of
  200232.1
              
              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: 
      June 24, 2009
              By:
              /s/ Larry DietzLarry
      DietzPresident,
      Secretary-Treasurer 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
              
              Chairman
      and Chief Executive Officer
              
              June
      24, 2009Robert
      Dultz
              
              and
      acting Chief Financial Officer/s/ Larry Dietz
              
              President,
      Secretary-Treasurer
              
              June
      24, 2009Larry
      Dietz
              
              and
      Director/s/ Carl O’Baugh
              
              Director
              
              June
      24, 2009Carl
      O’Baugh/s/ Judith Ahrens
              
              Director
              
              June
      24, 2009Judith
      Ahrens


Page 42
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