SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-KSB/A


Amendment
      No. 2





(Mark
      One)


[X]
            Annual
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934for
                the fiscal year ended September 30,
                2004




OR





[_]
            Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934for
                the transition period from __ to
                ___




Commission
      File Number: 000-19061





**USCORP**


(Exact
      name of registrant as specified in its charter)





Nevada
            87-0403330(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)





4535
      W. Sahara Ave., Suite 204, Las Vegas, NV 89102


(Address
      of principal executive offices)





(702)
      933-4034


(Registrant'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 Registrant (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 Registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes [X] No [__]




1


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 Registrant'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]





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
      October 7, 2004, the value of such stock was $2,065,370.44.





***





**Explanatory
      Note** :
      This
      amendment Number 2 to the annual report on Form 10-KSB/A for fiscal year ended
      September 30, 2004 is being filed in order to delete references to “reserves”
      and “development”, and to expand and describe in greater detail the disclosures,
      explanations and discussions in the following areas: Description of Current
      Business Operations, Southwest Resource Development, Inc. **-** Summary
      of Organization and Business, Early Exploration Conducted and Valuations, Recent
      Initial Exploration and Exploitation, Risk Factors, Safe Harbor Statement,
      Management’s Discussion and Analysis or Plan of Operation, Notes to the
      Consolidated Financial Statements - Summary of Significant Accounting Policies,
      Business Experience of Current Directors and Officers as of September 30, 2004,
      and Consent of International Energy and Resources, Inc.




This
      10KSB/A also amends the Consolidated Balance Sheets and Consolidated Statement
      of Operations and accompanying statements for the years ending September 30,
      2004 and 2003 in that the mining rights have been impaired and expensed and
      the
      stock price at the time of issuance has been added to the statement of
      shareholder’s equity.




2




**FORM
      10-KSB**


**September
      30, 2004**


**USCORP**





**TABLE
      OF CONTENTS**





FORWARD
                LOOKING STATEMENTS
            
            
            4**PART
                I**ITEM
                1. Description of Business
            
            
            4ITEM
                2. Description of Property
            
            
            21ITEM
                3. Legal Proceedings
            
            
            21ITEM
                4. Submission of Matters to a Vote of Security Holders
            
            
            21**PART
                II**ITEM
                5. Market for Registrant’s Common Equity and Related Stockholder
                Matters
            
            
            22ITEM
                6. Management’s Discussion and Analysis of Financial Condition and Results
                of
                Operations
            
            
            23ITEM
                7. Financial Statements
            
            
            27ITEM
                8. Changes in and Disagreements with Accountants
            
            
            28ITEM
                8A. Controls and Procedures
            
            
            28ITEM
                8B. Other Information
            
            
            29**PART
                III**ITEM
                9. Directors, Executive Officers, Promoters and Control
                Persons
            
            
            29ITEM
                10. Executive Compensation
            
            
            31ITEM
                11. Security Ownership of Certain Beneficial Owners and
                Management
            
            
            32ITEM
                12. Certain Relationships and Related Transactions
            
            
            33ITEM
                13. Exhibits
            
            
            33ITEM
                14. Principal Accountant Fees and Services
            
            
            33Signatures
            
            
            35**PART
                F/S**Financial
                Statements
            
            
            F-1
                to F-15




3




**FORWARD
      LOOKING STATEMENTS**




Some
      of
      the information contained in this 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 Registrant’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 Registrant 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 Registrant’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. Registrant 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**





**A.
      Recent Developments.**





Except
      as
      set forth herein or otherwise in this Form 10-KSB, information presented here
      is
      as of September 30, 2004.





1.
      During
      fiscal 2004, Registrant's primary accountant, Henry Schiffer, C.P.A., An
      Accountancy Corporation ("Schiffer"), was dismissed by the Company on March
      19,
      2004.





No
      reports on the financial statements prepared by Schiffer over the two most
      recent fiscal years contained any adverse opinion or disclaimer of opinion,
      or
      was qualified or modified as to uncertainty, audit scope, or accounting
      principals except for an uncertainty relating to the registrant's ability to
      continue as a going concern, which was stated in the reports for both years.
      The
      decision to change accountants was approved by the Board on March 19, 2004.
      During the registrant's two most recent fiscal years, and any subsequent interim
      period preceding the dismissal on March 19, 2004, there were no disagreements
      with the former accountant, Schiffer, on any matter of accounting principals
      or
      practices, financial statement disclosure, or auditing scope or procedure,
      which
      disagreement(s), if not resolved to the satisfaction of Schiffer, would have
      caused him to make reference to the subject matter of the disagreement(s) in
      connection with his reports.




4




Schiffer
      did not advise the registrant that internal controls necessary to develop
      reliable financial statements did not exist; no information had come to
      Schiffer's attention which would make him unwilling to rely on management's
      representations, or unwilling to be associated with the financial statements
      prepared by management. Schiffer did not advise the registrant that the scope
      of
      the audit should be expanded significantly, or that information had come to
      his
      attention that would materially impact the fairness or reliability of a
      previously issued audit report or the underlying financial statements or the
      financial statements issued or to be issued covering the fiscal periods
      subsequent to the date of the most recent audited financial statements, dated
      October 10, 2003, (including information that might preclude the issuance of
      an
      unqualified audit report).





Following
      the dismissal of Schiffer, Registrant retained the services of Donahue
      Associates, L.L.C., Monmouth Beach, New Jersey ("Donahue") on March 19, 2004,
      as
      its principal accountant. For more information please see Registrant's 8-K
      Report filed in March 2004.





2.
      On May
      29, 2004, the Company concluded the acquisition of an aggregate of 29 additional
      gold mining claims located in Imperial County, California from two individuals.
      In lieu of cash payment for the claims the Company entered into what is
      essentially a joint venture with the former owners whereby the Company is
      obligated to commence production on these claims within two years with the
      former owners entitled to receive 20% of all net smelter returns of gold,
      whether paid in cash or in kind.





Under
      the
      terms of the acquisition, the Company granted each of the two sellers an option
      to acquire 50,000 shares of the Company’s common stock at the then current
      market price at any time within a two year period. The agreements further
      provide that the Company’s obligation to commence gold production within two
      years would be terminated in the event that the foregoing stock options were
      exercised. Further, in the event that the Company subsequently sells the claims
      within two years of the acquisition date, then the sellers will be entitled
      to
      receive 20% of the net proceeds of such sale. For more information regarding
      this acquisition please see Registrant’s 8-K Report dated May 29,
      2004.





**B.
      DESCRIPTION OF CURRENT BUSINESS OPERATIONS.**





Registrant’s
      plan of operation and business objectives will be 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 Registrant’s
      existing or proposed operations. All of Registrant’s business operations are
      conducted through its 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, Registrant acquired USMetals; including
      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 resources developed at its
      properties.




5




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 Mine,” are the historic sites of the
      Crosby, Hayes, Swiss Belle and Glory Hole Mines, past producers of gold and
      silver. The claims are geographically located in the southwestern division
      of
      the Eureka Mining District, which includes many significant mines and prospects.
      The exceptions are the 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 and prospectors 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,
      Registrant 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. USMetals has paid all of the required fees
      in
      order to maintain the 141 Mining Claims, which USMetals owns, for the current
      periods. All of the necessary documents and affidavits have been filed with
      the
      Yavapai County Recorder, as was mentioned hereinabove.





Registrant
      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 relationships
      with International Energy and Resources, Inc., 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 Registrant and
      USMetals to develop the Mining Claims, and, to date, the abovementioned
      companies have provided invaluable assistance to Registrant’s senior executive
      management in evaluating the potential represented by USMetals’ Mining
      Claims.




6




**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”) known as the Chocolate Mountain Region Claims and the
      Picacho Area Claims. The purpose of Southwest is to engage in the business
      of
      acquiring and developing mineral properties, exploring for gold, silver, and
      other non-ferrous metals and minerals within the contiguous United States.
      It is
      the further intention of Southwest to mine and to process any
      commercially-proven resources developed at its properties.





In
      lieu
      of cash payment for the claims the Company entered into what is essentially
      a
      joint venture with the former owners whereby the Company is obligated to
      commence production on these claims within two years with the former owners
      entitled to receive 20% of all net smelter returns of gold after expenses,
      whether paid in cash or in kind.





Registrant
      has spent the last 3 years developing a plan that would bring multiple
      properties under Company ownership. Through its wholly owned subsidiary,
      Southwest Resource Development, Inc., Registrant has acquired for development
      of
      a total of 3,520 acres of precious metal properties located in the Chocolate
      Mountain region of 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.





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 a few miles from USCorp's
      newly acquired claims in the Picacho State Recreation Area. Thousands of people
      visit the old mill ruins each year. To the south and west of the 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 by the Company’s
      Process Engineer 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.




7




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. The geology and history of this area indicate it is rich in gold
      deposits. Test production will determine the cutoff grade and the economic
      viability of this property . Southwest intends to go into production as soon
      as
      possible after approvals and financing are obtained.





**Property
      descriptions, locations and nature of ownership.**





Chocolate
      Mountain Region Claims in the Mesquite Mining District of Imperial County,
      California, U.S.A., Group #1: 640 acres on four contiguous, unpatented Placer
      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.




Chocolate
      Mountain Region Claims in the Mesquite Mining District of Imperial County,
      California, U.S.A., Group #2: 17 unpatented Placer Claims. These contiguous
      claims cover 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.





Chocolate
      Mountain Region 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.





The
      141
      unpatented lode mining claims, covering 2,820 acres, which the registrant refers
      to as the “Twin Peaks Mine,” 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.


8





**Maps
      indicating the locations of our properties.**






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






9




**History
      of previous operations.**





Twin
      Peaks Mine 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 Indians used to mine gold and silver
      in the area, which was refined and shipped to Spain. More recently, in the
      1880's, 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 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 are part of the
      Company’s Twin Peaks claims group.





Chocolate
      Mountain Region 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 Mine Claims Group: The Company has completed limited exploration work
      on
      the property, including drilling 3,000 feet of core samples (in addition to
      10,000 feet drilled by prior owners) and road improvements to repair and create
      dirt road accesses to the property. The Company relies on geological work of
      experts performed under prior ownership in support of our reports of the
      presence of gold, silver, uranium and other mineralization on the property.
      The
      Company is not conducting mineral extraction operations on this property at
      this
      time.





Chocolate
      Mountain Region Claims Groups in the Mesquite Mining District of Imperial
      County: The Company has performed very limited work on the property. The Company
      relies on geological work of experts performed under prior ownership in support
      of our reports of the presence of gold and silver on the property. 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 Mine property. Power is available on properties adjacent to the Twin
      Peaks
      Mine and portable generators will be used as necessary. Power is also available
      on properties adjacent to our placer claims in California and portable
      generators will be used when necessary. There are capped wells on our California
      claims. We will supplement well water with trucked water as necessary.




10


Adequate
      roads exist to each of our claims groups. Some existing roads may need to be,
      repaired or extended.





**A
      brief description of the rock formations and mineralization of existing or
      potential economic significance on the property, including the identity of
      the
      principal metallic or other constituents.**





In
      regards to the Twin Peaks Mine, past geologic valuations have indicated
      mineralized material on claims within the boundaries of the Twin Peaks on the
      Crosby claims, Hayes claims and Glory Hole claims as follows: 1,200,000 tons
      of
      ore at the Crosby with 0.118 ounces of gold per ton and 0.520 ounces of silver
      per ton; 1,200,000 tons of ore at the Hayes with 0.128 ounces of gold per ton
      and 0.960 ounces of silver per ton; 1,200,000 tons of ore at the Crosby with
      0.258 ounces of gold per ton and 0.584 ounces of silver per ton;. The Company
      uses these reports in support of its determination that economically viable
      mineralization is present on the properties as stated in various historical
      reports.





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 Glory Hole 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 Glory Hole 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.





Chocolate
      Mountain Region 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 uses such reports in support of its determination that economically
      viable mineralization may be present on the properties as stated in various
      historical reports.





**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 mine. 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.





In
      Phase
      II we intend to do further exploration on our property, and design and initiate
      a Test Production program on selected claims within the Twin Peaks claims group.
      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.




11


We
      will
      then commence with drilling and assaying in the areas previously targeted in
      prior geological reports. The drilling program will be designed to confirm
      the
      geology and mineralization in the target areas; a broad program is not necessary
      due to prior geological work. Extra samples will be retained for metallurgical
      testing on promising zones.





The
      results of testing the samples will allow us to plan the conceptual mine and
      milling plans, including flow-sheets that will be used in the feasibility study
      process along with the on-going economic and cost modeling evaluation of the
      project. Finally when the results have been evaluated we will begin the
      collection of the environmental data necessary for further exploration,
      completion of the feasibility study and mining.





We
      have
      received a Test Production plan and budget for the Chocolate Mountain Region
      Claims in the Mesquite Mining District of Imperial County from our Consulting
      Geologist, Quantum GeoConsultants, LLC, summarized as follows:





**Test
      Production Program Budget and Plan**





To
      start
      placer testing operations we must first purchase and modify a wash plant. The
      pad and setup of the wash plant is next.




The
      dirt
      access road from the Highway to the site (approximately 2 miles) must be
      reworked or repaired. We will also need a Front End Loader (“F.E.L.”) with
      Back-Hoe attachment. For continuous hard work excavating trenches, digging
      test
      pits and carrying alluvial material back to the wash plant for processing on
      a
      daily basis. It would be used for the duration of the test production
      program.




The
      sampling method is standard in geological exploration and is confined to dry
      arroyo drainages and rills. Grab samples taken outside of the dry river beds
      and
      rills will be by prospectors pick or regular pick and shovel. Instruments to
      be
      used will be a VLF unit, an EM unit, microscopes, spectrometer, GPS unit,
      possibly an I.R. unit, a magnetometer and miscellaneous sieves. A 10 or 12
      kW
      generator set will independently power the night lights and camper unit. We
      need
      to determine if the present wells go down a minimum of 400 feet to reach
      adequate water supply to support test production wash plant. The estimated
      budget for this is $205,000 for a 12 week program.





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.





The
      cutoff grade will be determined as part of the feasibility study process.




We
      will
      follow QA/QC protocols provided by the Society for Mining, Metallurgy and
      Exploration Guidance on best practices for Exploration
      www.smenet.org.




12




**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 USMetals contemplates conducting its
      exploration and/or production activities. However, it has been determined by
      qualified geologists and mining companies that USMetals’ Arizona properties have
      mineralization of a variety of precious and non-precious minerals. Historically,
      the specific geographic region in which USMetals 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.





Registrant
      has relied upon a number of studies by companies that are not presently
      affiliated or associated with USMetals to determine the feasibility and
      valuation of USMetals’ 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 Mine’s Mining Claims.





**Early
      Exploration Conducted and Valuations.**





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 Mine). 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 International Energy and Resources, Inc., (IERI),
      one of USMetals’ principal advisors have confirmed prior geological reports. It
      was verified that the Twin Peaks Mine 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.





13




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 Mine
      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 complex ores.




The
      geological justification for the exploration project at the Chocolate Mountain
      Region 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.




**A
      breakdown of the exploration timetable and budget, including estimated amounts
      that will be required for each exploration activity.**





The
      six
      month exploration timetable and budget for the Twin Peaks Mine is as
      follows:





The
      total
      cost is projected to be $2.4 million to complete a electromagnetic flyover,
      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
      12
      week exploration timetable and budget for the Chocolate Mountain Region claims
      is as follows:





The
      total
      cost is projected to be $205,000 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.




**How
      the exploration program will be funded.**





We
      are
      seeking funding via 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.





**Identification
      of who will be conducting any proposed exploration work, and a discussion of
      their qualifications.**





To
      date
      the Company has contracted with International Energy and Resources, Inc., and
      Quantum GeoConsultants, LLC, for limited 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 report. A summary of the qualifications of International
      Energy and Resources, Inc., a wholly owned subsidiary of US American Resources,
      Inc., and Quantum GeoConsultants, LLC, follows:




14


**USCorp
        Consultants**





Quantum
      GeoConsultants, LLC.


Edwin
      Arbar, Managing Partner: Bachelor Degree: Bioscience, Geoscience, Western State
      College, Colorado, U.S.A.





Certificates:
      Advanced Environmental Engineering: Mining industry waste and water pollution
      control and remediation. University of Concepcion, Concepcion, Chile.


Gemstone
      Certifications: Gemological Institute of America, Los Angeles, California.
      Certificates for Diamond Grading, Diamond Appraisal, and Colored Gemstones





Registered
      Environmental Assessor; State of California, Registered #REA-03167





Summary
      of experience: Retired from Fluor Mining and Metals division of Fluor
      Corporation as a Senior Manager after 40 years of project engineering and field
      management of domestic and international world class E.P.C.M. projects in the
      following categories: Geophysical exploration; Drilling/blasting; O/P and U/G
      mine development/production; Mass excavations; Crushing/conveyor systems; Ore
      processing plants; Heap leach pads; Open and closed circuit SX/EW units;
      Precious metal placer development and recovery systems; Tailings ponds; Toxic
      waste water treatment; Salt water conversion plants; Environmental
      assessment/remediation; Microwave/fiber optic communication systems; Crude
      oil
      refineries w/LNG facilities; Petrochemical plants; Power generation plants
      and
      hi-power transmission lines; Major oil, gas and mineral concentrates pipelines;
      Railroads and back-country air ports; Offshore oil/gas production platforms
      and
      marine pipelines; High-tech research and development centers; Diamond
      exploration and recovery systems.





Metals
      Exploration/Development Consultant: August 2002 to present





Perform
      professional services as a member of a mining industry consulting group:
      Performing audits on technical and due diligence reports by conducting on-site
      studies and review of historical and new data including, but not limited to:
      Geological surveys; Geochemical tests; Geophysical surveys; 3-D aerial photo
      studies; Review satellite photos; Perform assays and/or verify historical assay
      test reports; Review core drilling logs and reports; Conduct/review laboratory
      tests and feasibility studies; Prepare/review pilot plant flow sheets and
      reports; Title search and review; Review/verify water rights and legal data;
      Review right-of-way easements; Review B.L.M. permits; Review E.I.R.'s and
      related data; Review status of fees/taxes paid for patented and un-patented
      mineral claims; Review safety, cost and schedules: for multi-national owners
      and/or investors based in the U.S.A., Canada, Argentina, Chile, Brazil, Bolivia,
      Peru, Alaska and Mexico.





International
      Energy and Resources, Inc., a
      wholly
      owned subsidiary of US American Resources, Inc. and Subsidiaries include:





Hilbrands
      And Western Mining Company a wholly owned subsidiary of US American
      Resources




Ted
      Hilbrands, and Arie Hilbrands, Owner Operators. Hilbrands and Western is an
      Arizona-based mining company with 30 years of experience in mining, drilling,
      and exploration. Expert witness for U.S. Mineral Surveyor, worked extensively
      on
      construction projects with the US Army Corps of Engineers. They have extensive
      knowledge in land survey, mine ownership and leaching, mill construction and
      management.




15




**Specific
      Environmental Regulation.**





Mining
      is
      subject to potential risks and liabilities associated with pollution of the
      environment and the disposal of waste products occurring as a result of mineral
      exploration and production. Environmental liability may result from mining
      activities conducted by others prior to USMetals’ ownership of a property.
      Insurance for environmental risks (including potential liability for pollution
      or other hazards as a result of the disposal of waste products occurring from
      exploration and production) is not generally available at a reasonable price
      to
      companies within the industry. To the extent USMetals is subject to
      environmental liabilities, the payment of such liabilities would reduce funds
      otherwise available to USMetals and could have a material adverse effect on
      USMetals.





In
      the
      context of environmental compliance and permitting, including the approval
      of
      reclamation plans, USMetals must comply with standards, laws and regulations
      which may entail greater or lesser costs and delays depending on the nature
      of
      the activity to be permitted, constructed and operated and how stringently
      the
      regulations are implemented by the applicable regulatory authority. It is
      possible that the costs and delays associated with compliance with such laws,
      regulations and permits could become such that a company would not proceed
      with
      the development of a project or the operation or further development of a mine.
      Laws, regulations and regulatory policies involving the protection and
      remediation of the environment are constantly changing at all levels of
      government and are generally becoming more restrictive and the costs imposed
      on
      the development and operation of mineral properties are increasing as a result
      of such changes. USMetals has made, and expects to make in the future,
      significant expenditures to comply with such laws and regulations.





The
      Environmental Protection Agency ( *“EPA”* )
      continues the development of a solid waste regulatory program specific to mining
      operations under the Resource Conservation and Recovery Act ( *“RCRA”* ).
      The
      difficulty is that many Federal laws duplicate existing state
      regulations.





Mining
      companies in the United States are also subject to regulations under (i) the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980
      ( *“CERCLA”* )
      which
      regulates and establishes liability for the release of hazardous substances
      and
      (ii) the Endangered Species Act ( *“ESA”* )
      which
      identifies endangered species of plants and animals and regulates activities
      to
      protect these species and their habitats. Revisions to CERCLA and ESA are being
      considered by Congress; the impact on USMetals 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’ 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’
      costs of implementation of such plans.




16




**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 its already owns. Further,
      the
      mining industry is typified by companies with significantly greater financial
      resources and market recognition than the Company. At present, Registrant is
      not
      a significant factor within this industry.





**Employees
      and Independent Contractors.**




As
      of the
      Date of this Report, Registrant did not employ any persons other than its
      executive officers and directors named herein.




As
      of the
      Date of this Report, Registrant and its wholly owned subsidiaries have utilized
      two principal consultants/advisors: Quantum GeoConsulting Group, under its
      managing partner, Edwin Arbar and International Energy and Resources, Inc.
      (IERI) under the guidance and direction of IERI’s current Chairman and CEO, John
      Owen, which, in turn, employ subcontractors that perform work indirectly for
      Registrant and its subsidiaries.




**C.
      Risk Factors**





**Lack
      of Operating History and Earnings.** Registrant has no operating history or revenues. Registrant 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 Registrant’s operations will ever
      generate sufficient revenues to fund its continuing operations that Registrant
      will ever generate positive cash flow from its operations, or that Registrant
      will attain or thereafter sustain profitability in any future
      period.





**Speculative
      Nature of Registrant’s Proposed Operations; Dependence Upon Management.** The
      success of Registrant’s operations, independently and through its subsidiaries,
      and its proposed plan of operation will depend largely on the operations,
      financial condition, and management of Registrant. 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, Registrant is totally dependent upon the personal efforts of its
      current management. The loss of any officer or director of Registrant could
      have
      a material adverse effect upon its business and future prospects. Registrant
      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 Registrant or its shareholders, and may
      not perform as expected. The success of Registrant will, in significant part,
      depend upon the efforts and abilities of management, including such consultants
      as are or may be engaged in the future.




**See
      “PART III, ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS”.**




17




**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.
      Registrant’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 Registrant’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 Registrant (or to other companies within the
        gold
        industry) at a reasonable price. To the extent Registrant becomes subject
        to
        environmental liabilities, the satisfaction of any such liabilities would
        reduce
        funds otherwise available and could have a material adverse effect on
        Registrant. Laws and regulations intended to ensure the protection of the
        environment are constantly changing, and are generally becoming more
        restrictive.




18




**Proposed
      Federal Legislation.** Over
      the
      past ten years, the U.S. Congress has 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 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 Registrant’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. Registrant 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. Registrant will compete
      for
      promising gold exploration projects with other entities, many of which have
      greater financial and other resources than Registrant. In addition, Registrant
      will compete with other firms in its efforts to obtain financing to explore
      and
      develop mineral properties.





**Registrant’s
      Financial Statements Contain a “Going Concern
      Qualification.”** Registrant may not be able to operate as a going concern. The independent
      auditors’ report accompanying its financial statements contains an explanation
      that Registrant’s financial statements have been prepared assuming that it will
      continue as a going concern. Note 1 to these financial statements indicates
      that
      Registrant is in the development 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.
      Registrant’s audit report and financial statements are included herein as “PART
      F/S”.





**Uncertainty
      As To Management's Ability To Control Costs And Expenses.** With
      respect to Registrant's development of its mining properties and the
      implementation of commercial operations, management cannot accurately project
      or
      give any assur-ance, with respect to its ability to control develop-ment and
      operating costs and/or expenses. Conse-quently, if management is not able to
      ade-quately 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.




19


**Risks
      of Low-Priced Stocks And Possible Effect of “Penny Stock” Rules on
      Liquidity.** Currently Registrant’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. 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 Registrant’s stock, and therefore, may adversely affect
      the ability of Registrant’s stockholders to sell stock in the public
      market.





**Shares
      Eligible for Future Sale.** A total
      of 29,531,459 shares of Common Stock are issued and outstanding as of the date
      of this Report, of which approximately 23,586,257 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. Sales under
      Rule 144 may have a depressive effect on the market price of Registrant’s
      securities, should a public market be available for Registrant’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.




(**See
      “Forward Looking Statements”, PART I**).




20




**(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
      2. DESCRIPTION OF PROPERTY**





The
      Company's principle executive offices are located at 4535 W. Sahara Ave., Suite
      204, Las Vegas, NV 89102 and its telephone number is (702)
      933-4034.





**ITEM
      3. LEGAL PROCEEDINGS**





During
      the fiscal year ended September 30, 2004, the Company was not a party to legal
      proceedings requiring disclosure in this Report and none of the Company's
      officers or directors are involved in any litigation in their capacities as
      such
      officers or directors of the Company.





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





Two
      matters were put to the vote of the shareholders during the fiscal year ended
      on
      September 30, 2004. On June 14, 2004 the shareholders approved the addition
      of a
      second class of convertible preferred stock, 50,000,000 shares designated Series
      B and convertible into two shares
      of
      common stock. On September 15, 2004 the shareholders approved increasing the
      number of common shares authorized to be issued from 100,000,000 to 300,000,000.
      Subsequent to the date of this report, on November 8, 2004, the shareholders
      approved the addition of a second class of common stock, 25,000,000 shares
      designated Series B common.





21





PART
      II





**ITEM
      5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





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.





The
      following table sets forth for the periods indicated the range of high and
      low
      closing bid 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, 2002
              
              $
              3.00
              
              $
              0.31Quarter
                  ended March 30, 2003
              
              $
              1.01
              
              $
              0.31Quarter
                  ended June 30, 2003
              
              $
              0.40
              
              $
              0.31Quarter
                  ended September 30, 2003
              
              $
              0.45
              
              $
              0.27Quarter
                  ended December 31, 2003
              
              $
              0.55
              
              $
              0.23Quarter
                  ended March 30, 2004
              
              $
              0.50
              
              $
              0.31Quarter
                  ended June 30, 2004
              
              $
              0.63
              
              $
              0.34Quarter
                  ended September 30, 2004
              
              $
              0.44
              
              $
              0.25


On
      October 7, 2004 the reported closing price for the Company's common stock was
      $0.26 per share; there were approximately 171 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 earning, 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 2004, the Company issued (i) 1,069,945 shares of common stock to
      vendors to pay outstanding invoices of $470,776; (ii) 550,000 shares of common
      stock and received proceeds of $212,000.





Additionally,
      In June 2004, the Company commenced a private placement of 6 million units
      of
      its securities with each unit consisting of one share of preferred stock and
      one
      warrant to purchase an additional share of preferred stock at a price of $0.50
      per unit. The offer terminates in January 2005. Each preferred share is
      convertible into two common shares at any time at the election of the preferred
      shareholder. Each warrant represents the right of the holder to purchase one
      additional preferred share at a price of $0.50 during the two-year period
      following the date of
      their
      issuance. The Company may call the warrants at any time at a redemption price
      of
      $0.001 per warrant provided the price of its common stock has traded above
      $1
      for 20 consecutive days.






22





The
      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.





The
      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;


(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 112,500 units
      in this private placement.





Finally,
      the company issued registered shares as follows: 2,118,441 shares of common
      stock to consultants for services rendered valued at $673,898.





**ITEM
      6. 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 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 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.




23




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, 2004, the Company's activities centered on the exploration of USMetals'
      mining property known as the Twin Peaks Mine and the acquisition of Chocolate
      Mountain Region 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 170 claims owned by the Registrant was
      increased from $100 per claim to $125 per claim for a total of $21,250.




All
      of
      the Company's mining business activities are conducted at this time through
      its
      subsidiaries, USMetals and Southwest Resource Development, Inc. International
      Energy Resources, Inc. has agreed to continue to supervise and direct the work
      of the Twin Peaks Mine Project Team upon adequate funding.




The
      Registrant, through its wholly owned subsidiary, USMetals, Inc., owns 141
      unpatented contiguous mining claims totaling 2,820 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 1940's
      and by the mid-1980's 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.




**Impairment
      Expense**





We
      acquired the Twin Peaks Mine asset in 2002 and have been conducting limited
      exploration work on it, with the goal of commencing mineral production, for
      three 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 complete a bankable feasibility study and proceed with our plans
      to
      commence mining activity. We believe with proper funding, the portions of the
      Twin Peaks property which have been more extensively explored could result
      in a
      value in excess of $200,000,000 per independent estimates of prior geochemical
      evaluations and geological studies.




24


We
      need
      20 million to achieve a commercial level of mining on the Company’s properties.
      We have prepared plans for completion of bankable feasibility studies and test
      production programs on our properties that require smaller amounts of capital.
      We are seeking funding via equity or debt financing in Europe, the United States
      and Asia via private placement, working interest joint venture, and/or gold
      bullion loans.





The
      Registrant, through its wholly owned subsidiary Southwest Resource development,
      Inc., owns 8 unpatented lode and 21 unpatented placer mining claims totaling
      approximately 3,520 acres in eastern Imperial County, California which the
      Company refers to as the Chocolate Mountain Region Claims in the Mesquite Mining
      District of Imperial County. 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 Chocolate Mountain Region
      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.




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 2004 was $956,174 compared to $865,287
      for
      last year, an increase of approximately 10.5%. The main areas of increase were
      in administration costs ($149,048 for fiscal 2004 compared to $83,532 last
      year); license expense ($26,289 in fiscal 2004 compared to $14,100 in fiscal
      2003) and professional fees ($50,180 in fiscal 2004 compared to $5,133 in fiscal
      2003). The increase in license expense was due to (a) an increase by the Bureau
      of Land Management in the year lease payment from $100 to $125 per claim and
      (b)
      to the increase in claims from 141 to 170.





After
      interest expense in fiscal 2004 of $7,934, compared to $0 in the prior year,
      the
      Company realized a net loss for fiscal 2004 of $964,108 as compared to a net
      loss of $865,287 for the prior fiscal year. This loss translated into a loss
      of
      $0.04 per shares for fiscal 2004, compared to a loss of only $0.03 for fiscal
      2003.





**II.
      Discussion of Financial Condition: Liquidity and Capital
      Resources**





At
      September 30, 2004 cash on hand was $16,781 as compared with $59,555 at
      September 30, 2003. During fiscal 2004 the Company received $267,175 through
      the
      sale of common stock and preferred stock. In addition, the Company received
      services and the cancellation of existing indebtedness in the aggregate amount
      of $1,144,674 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.




25


At
      September 30, 2004, the Company had a working capital deficit of $115,840
      compared to working capital deficit of $505,989 at September 30, 2003. Working
      capital increased mainly as a result of issuing preferred and common stock
      in
      cancellation of existing debt and for cash proceeds as discussed
      above.


Total
      assets at September 30, 2004 were $2,468,664 as compared to $2,509,021 at
      September 30, 2003.





The
      Company's total stockholders' equity increased $392,566 from September 30,
      2003
      to $2,336,043 at September 30, 2004. Stockholders’ equity increased because of
      the issuance of preferred and common stock for cash proceeds and in payment
      for
      services and cancellation of prior debt as discussed above.





**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.




26





**ITEM
      7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**




Index
                  to Financial
                  StatementsIndependent
                  Auditor’s Report
              
              
              F-1Consolidated
                  Balance Sheets
              
              
              F-2Consolidated
                  Statement of Operations
              
              
              F-3Consolidated
                  Statement of Cash Flows
              
              
              F-4Consolidated
                  Statement of Changes in Shareholders Equity
              
              
              F-5
                  - F-7Notes
                  to the Consolidated Financial Statements
              
              
              F-8
                  - F-15




27




**DONAHUE
                ASSOCIATES, L.L.C.**
              **27
                BEACH ROAD, SUITE CO5-A**
              ******MONMOUTH
                BEACH, NJ. 07750**
              **Phone:
                (732) 229-7723**







**Independent
      Auditor’s Report**





The
      Shareholders


USCorp.


(a
      Exploration Stage Company)





We
      have
      audited the accompanying consolidated balance sheets of USCorp. as of September
      30, 2004 and September 30, 2003 and the related consolidated statements of
      operations and consolidated statements of changes in shareholders’ equity and
      cash flows for the years then ended. These financial statements are the
      responsibility of management. Our responsibility is to express an opinion on
      these financial statements based on our audit.





We
      conducted our audit in accordance with auditing standards generally accepted
      by
      the Public Company Accounting Oversight Board in the United States. Those
      standards require that we plan and perform the audit to obtain reasonable
      assurance about whether the financial statements are free of material
      misstatement. An audit includes examining, on a test basis, evidence supporting
      the amounts and disclosures in the financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audit provides a reasonable basis for our
      opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of USCorp. as of September 30, 2004
      and September 30, 2003 and the related consolidated statements of operations
      and
      consolidated statement of changes in shareholders’ equity and cash flows for the
      years then ended then ended in conformity with generally accepted accounting
      principles generally accepted in the United States of America.





As
      more
      fully discussed in Note 2 to the consolidated financial statements, there are
      significant matters concerning the Company that raise substantial doubt as
      to
      the ability of the Company to continue as a going concern. Management’s plans
      with regard to these matters are also described in Note 2 to the consolidated
      financial statements. The consolidated financial statements do not include
      any
      adjustments relating to the recoverability and classification of recorded assets
      or the amounts and classifications of recorded liabilities that might be
      necessary in the event that the Company cannot continue in
      existence.





/s/
      Donahue Associates, L.L.C.


Donahue
      Associates, L.L.C.





Monmouth
      Beach, New Jersey


November
      10, 2004





F-1





**USCorp.**


**(an
      Exploration Stage Company)**


**Consolidated
      Balance Sheets**


**As
      of September 30, 2004 and September 30, 2003**




**ASSETS**
            
            **2004**
            
            **2003**Current
                assets:Cash
            
            $
            16,781
            
            $
            59,555Total
                current assets
            
            
            16,781
            
            
            59,555Other
                assets:Equipment-
                net
            
            
            2,417
            
            
            0Total
                assets
            
            $
            19,198
            
            $
            59,555**LIABILITIES
                AND SHAREHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable & accrued expenses
            
            $
            38,797
            
            $
            529,311Subscriptions
                payable-net
            
            
            49,657
            
            
            0Advance
                payable to shareholder
            
            
            44,167
            
            
            36,233Total
                current liabilities
            
            
            132,621
            
            
            565,544Shareholders'
                equity:Series
                A preferred stock, one share convertible to eight shares of
                common;no
                stated dividend, stated value $0.01, 10,000,000 shares
                authorized,no
                shares outstanding at September 30, 2004 and September 30,
                2003
            
            $
            0
            
            $
            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,no
                shares outstanding at September 30, 2004 and September 30,
                2003
            
            
            0
            
            
            0Common
                stock- $.01 par value, authorized 100,000,000 shares,Issued
                and outstanding, 29,531,459 shares at September 30, 2004and
                25,793,073 shares at September 30, 2003
            
            
            295,314
            
            
            257,931Additional
                paid in capital
            
            
            6,685,716
            
            
            5,366,425Accumulated
                deficit during exploration stage
            
            
            (7,094,453
            )
            
            (6,130,345
            )Total
                shareholders' equity
            
            
            (113,423
            )Total
                Liabilities & Shareholders' Equity
            
            $
            19,198
            
            $
            59,555**See
                the notes to the financial statements.**




F-2





**USCorp.**


**(a
      Exploration Stage Company)**


**Consolidated Statements of Operations**


**For
      the Years Ended September 30, 2004 and September 30, 2003**


**and
      from Inception, May 1989 through September 30, 2004**




**2004**
            
            **2003**
            
            **Unaudited**
                **Inception**to
                DateGeneral
                and administrative expenses:Consulting
            
            $
            730,657
            
            $
            762,522
            
            $
            2,752,789Impairment
                Expense
            
            
            
            
            
            
            
            
            2,449,466Administration
            
            
            149,048
            
            
            83,532
            
            
            840,113License
                expense
            
            
            26,289
            
            
            14,100
            
            
            109,532Professional
                fees
            
            
            50,180
            
            
            5,133
            
            
            334,619Total
                general & administrative expenses
            
            
            956,174
            
            
            865,287
            
            
            6,486,519Net
                loss from operations
            
            
            (956,174
            )
            
            (865,287
            )
            
            (6,486,519
            )Other
                income (expenses):Interest
                expense
            
            
            (7,934
            )
            
            0
            
            
            (7,934
            )Loss
                on mining claim
            
            
            0
            
            
            0
            
            
            (600,000
            )Net
                loss before provision for income taxes
            
            
            (964,108
            )
            
            (865,287
            )
            
            (7,094,453
            )Provision
                for income taxes
            
            
            0
            
            
            0
            
            
            0Net
                loss
            
            
            ($964,108
            )
            
            ($865,287
            )
            
            (7,094,453
            )Basic
                & fully diluted net loss per common share
            
            
            ($0.04
            )
            
            ($0.03
            )Weighted
                average of common shares outstanding:Basic
                & fully diluted
            
            
            27,352,907
            
            
            25,352,944**See
                the notes to the financial statements.**




F-3




**USCorp.**


**(a
      Exploration Stage Company)**


**Consolidated
      Statements of Cash Flows**


**For
      the Years Ended September 30, 2004 and September 30, 2003**


**and
      from Inception, May 1989 through September 30, 2004**




**2004**
            
            **2003**
            
            **Unaudited**
                  **Inception****to
                  Date**Operating
                Activities:Net
                loss
            
            
            ($964,108
            )
            
            ($865,287
            )
            
            ($7,094,453
            )Adjustments
                to reconcile net income itemsnot
                requiring the use of cash:Loss
                on sale of mining claim
            
            
            0
            
            
            0
            
            
            600,000Consulting
                fees
            
            
            673,898
            
            
            272,784
            
            
            1,946,492Depreciation
                expense
            
            
            583
            
            
            0
            
            
            583Interest
                expense
            
            
            7,934
            
            
            
            
            
            7,934Impairment
                expense
            
            
            
            
            
            
            
            
            2,449,466Changes
                in other operating assets and liabilities :Accounts
                payable and accrued expenses
            
            
            (19,738
            )
            
            529,309
            
            
            (303,749
            )Net
                cash used by operations
            
            
            (301,431
            )
            
            (63,194
            )
            
            (2,393,727
            )Investing
                activities:Purchase
                of equipment
            
            
            (3,000
            )
            
            0
            
            
            (3,000
            )Net
                cash used by investing activities
            
            
            (3,000
            )
            
            0
            
            
            (3,000
            )Financing
                activities:Issuance
                of common stock
            
            
            212,000
            
            
            0
            
            
            2,088,539Subscriptions
                received
            
            
            55,175
            
            
            0
            
            
            55,175Placement
                fees
            
            
            (5,518
            )
            
            0
            
            
            (1,750
            )Advance
                from shareholder
            
            
            0
            
            
            40,000
            
            
            40,000Capital
                contributed by shareholders
            
            
            0
            
            
            81,472
            
            
            231,544Net
                cash provided by financing activities
            
            
            261,657
            
            
            121,472
            
            
            2,413,508Net
                increase (decrease) in cash during the fiscal year
            
            
            (42,774
            )
            
            58,278
            
            
            16,781Cash
                balance at beginning of the fiscal year
            
            
            59,555
            
            
            1,277
            
            
            0Cash
                balance at end of the fiscal year
            
            $
            16,781
            
            $
            59,555
            
            $
            16,781Supplemental
                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.**







F-4





**USCorp.**


**(a
      Exploration Stage Company)**


**Consolidated
      Statement of Changes in Shareholders’ Equity**


**From
      Inception to September 30, 2004**


**(
      as Restated)**




**Common**Shares
            
            **Common**Par
                Value
            
            **Paid
                  in**Capital
            
            **Accumulated**Deficit
            
            **Total**
            
            **Stock**Price
                *Inception
            
            
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0Issuance
                of common stock-6/6/89
            
            
            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- 4/3/92
            
            
            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








F-5





**USCorp.**


**(a
      Exploration Stage Company)**


**Consolidated
      Statement of Changes in Shareholders’ Equity**


**From
      Inception to September 30, 2004**


**(as
      Restated)**


**(Continued)**





**Common**Shares
            
            **Common**Par
                Value
            
            **Paid
                  in**Capital
            
            **Accumulated**Deficit
            
            **Total**
            
            **Stock**Price
                *Stock
                issued for mining claim- 9/15/97
            
            
            150,000
            
            
            1,500
            
            
            598,500
            
            
            
            
            
            600,000
            
            $
            0.20Issuance
                of common stock- 9/15/97
            
            
            50,000
            
            
            500
            
            
            59,874
            
            
            
            
            
            60,374
            
            $
            0.06Stock
                issued for services- 9/15/97
            
            
            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




F-6




**USCorp.**


**(a
      Exploration Stage Company)**


****   **Consolidated Statement of Changes in Shareholders’ Equity**


**From
      Inception to September 30, 2004**


**(as
      Restated)**


**(Continued)**





**Common**Shares
            
            **Common**Par
                Value
            
            **Paid
                in**
              **Capital**
            
            **Accumulated**Deficit
            
            **Total**
            
            **Stock**Price
                *Issuance
                of common stock- 12/7/00
            
            
            103,535
            
            
            1,035
            
            
            611,943
            
            
            
            
            
            612,978
            
            $
            0.15Issued
                stock for compensation- 1/2/01
            
            
            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
            )
            
            0Purchase
                mining claim- 4/2/02
            
            
            24,200,000
            
            
            242,000
            
            
            2,207,466
            
            
            
            
            
            2,449,466
            
            $
            0.10Issued
                shares to employees- 9/11/02
            
            
            267,500
            
            
            2,675
            
            
            (2,675
            )
            
            
            
            
            0
            
            $
            0.00Capital
                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- 9/12/03
            
            
            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
            )Issuance
                of common stock- 12/29/03
            
            
            550,000
            
            
            5,500
            
            
            206,500
            
            
            
            
            
            212,000
            
            $
            0.39Issued
                stock to pay bills- 2/23/04
            
            
            1,069,945
            
            
            10,699
            
            
            460,077
            
            
            
            
            
            470,776
            
            $
            0.44Issued
                stock for services- 9/15/29
            
            
            2,118,441
            
            
            21,184
            
            
            652,714
            
            
            
            
            
            673,898
            
            $
            0.32Net
                loss for the fiscal year
            
            
            
            
            
            
            
            
            
            
            
            (964,108
            )
            
            (964,108
            )Balance
                at September 30, 2004
            
            
            29,531,459
            
            $
            295,314
            
            $
            6,685,716
            
            
            (7,094,453
            )
            
            (113,423
            )




**See
              the notes to the financial statements.**
            ***-
                Price adjusted for stock
                splits.**




F-7





**USCorp.**


**(a
      Exploration Stage Company)**


**Notes
      to the Consolidated Financial Statements**


**For
      the Years Ended September 30, 2004 and September 30,
      2003**





**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 as The Movie Greats Network, Inc. In August 1992, the Company changed
      its name to The Program Entertainment Group, Inc. and 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 US Corp.





In
      April
      2002 the Company purchased by issuing 24,200,000 shares of common stock 141
      unpatented Lode Mining Claims in the Eureka Mining District of Yavapai County,
      Arizona, called the Twin Peaks Mine. Through its wholly owned subsidiary
      Southwest Resource Development, Inc., the Company owns 8 unpatented Lode and
      21
      unpatented Placer Claims in the Mesquite Mining District of Imperial County,
      California, which the Company refers to as the Chocolate Mountain Region
      Claims.





The
      Company has no business operations to date.





*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 financial statements in conformity with generally accepted
      accounting principles requires management to make reasonable estimates and
      assumptions that affect the reported amounts of the assets and liabilities
      and
      disclosure of contingent assets and liabilities and the reported amounts of
      revenues and expenses at the date of the financial statements and for the period
      they include. Actual results may differ from these estimates.





*Cash
      and interest bearing deposits-* For the
      purpose of calculating changes in cash flows, cash includes all cash balances
      and highly liquid short-term investments with an original maturity of three
      months or less.





*Long
      Lived Assets* -
      The
      Company reviews for the impairment of long-lived assets whenever events or
      changes in circumstances indicate that the carrying amount of an asset may
      not
      be recoverable. An impairment loss would be recognized when estimated future
      cash flows expected to result from the use of the asset and its eventual
      disposition is less than its carrying amount.




F-8





*Shareholder
      Loans Payable-* The
      Company applies Emerging Issues Task Force (EITF) No. 98-5, *Accounting
      for Convertible Debt Issued with Beneficial Conversion
      Features.* EITF
      No.98-5 requires that a beneficial conversion feature be recognized upon the
      issuance of the debt with a favorable conversion feature, and the resultant
      debt
      discount be amortized to interest expense during the period from the date of
      issuance to the date the securities become convertible.





*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* -
      The
      Company is an exploration stage company. All costs incurred in the exploration
      for proved reserves are expensed to the statement of operations.




*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.





*Exploration
      Stage Company* -
      the
      Company has had no operations or 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 exploration stage are accumulated in “losses
      accumulated during the exploration stage” and are reported in the Stockholders’
      Equity section of the balance sheet.




F-9





**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, during the twelve months ending September
      30, 2004 and in the prior several fiscal years, the Company has experienced,
      and
      continues to experience, certain going concern issues related to profitability.
      The Company incurred a net loss of $964,108 in fiscal 2004 and $7,094,453 since
      its inception and continues to rely on the issuance of shares to raise capital
      to fund its business operations.





Management’s
      plans with regard to this matter are as follows:





-
            Raise
                capital to complete the company’s mining plan of
                operations.


-
            Complete
                exploration and drilling on claims of the Twin Peaks Mine and Chocolate
                Mountain Region Claims.


-
            Complete
                testing operations on all
                properties.


-
            Complete
                reports and feasibility studies on the Twin Peaks Mine and Chocolate
                Mountain Region Claims.


-
            Bring
                the Twin Peaks Mine and Chocolate Mountain Region Claims to full-scale
                commercial mining.


-
            Obtain
                a credit facility based in part on the value of its proven reserves
                when
                necessary and if appropriate given market
                conditions.





**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. Fully diluted loss per share includes the dilutive
      effects of outstanding common stock equivalents. There were shareholder notes
      convertible into 100,000 shares of common stock outstanding during fiscal 2004
      that expired on September 30, 2004. The effect of the outstanding convertible
      debt is not included in the calculation for net loss per share because their
      inclusion would be anti-dilutive.





The
      weighted average of common shares outstanding for the fiscal years ended 2004
      and 2003 has been computed as follows:




**2004**
            
            **2003**Shares
                outstanding
            
            
            29,531,459
            
            
            25,793,073Weighted
                average
            
            
            27,352,907
            
            
            25,352,944







F-10





**4.
      Issuances of Common Stock**





During
      fiscal year 2003, the Company issued 872,000 shares to employees and consultants
      for services rendered valued at $272,784.





During
      fiscal year 2004, the Company issued 1,069,945 shares of common stock to vendors
      to pay outstanding invoices of $470,776.





During
      fiscal year 2004, the Company issued 550,000 shares of common stock and received
      proceeds of $212,000.





During
      fiscal year 2004, the Company issued 2,118,441 shares of common stock to
      consultants for services rendered valued at $673,898.





**5.
      Related Party Transactions**





The
      Company is provided office space by the chief executive officer and majority
      shareholder at no cost to the Company.





During
      fiscal year 2003, the chief executive officer and majority shareholder and
      other
      shareholders contributed capital of $81,472 to the Company for no
      shares.





In
      September 2003, the Company issued convertible debt at no interest to
      shareholders in the Company and received proceeds of $40,000. The debt matured
      in September 2004 and entitled the shareholders to convert the debt into 100,000
      shares of common stock at an exercise price of $0.40 per share. The Company
      recorded a beneficial conversion feature of $3,767 as a result of the
      transaction and amortized the beneficial conversion feature to interest expense
      during fiscal year 2004. In addition, the Company imputed interest on the
      shareholder advance of 10% and recorded the interest expense in the statement
      of
      operations.





**6.
      Property and Equipment**





A
      summary
      of equipment at September 30, 2004 is as follows:





**2004**
            
            **2003**Office
                equipment
            
            
            3,000
            
            
            0Accumulated
                depreciation
            
            
            (583
            )
            
            0Net
                property & equipment
            
            $
            2,417
            
            $
            0





F-11





**7.
      Private Placement**





In
      June
      2004, the Company offered a private placement of 6 million units. Each unit
      of
      the private placement contained on share of preferred stock and one warrant
      at a
      price of $0.50 per unit. The offer terminates in January 2005.





Each
      preferred share is convertible into two common shares at any time at the
      election of the preferred shareholder. Each warrant represents the right of
      the
      holder to purchase one additional preferred share at a price of $0.50 during
      the
      two-year period following the date of their issuance. The Company may call
      the
      warrants at any time at a redemption price of $0.001 per warrant provided the
      price of its common stock has traded above $1 for 20 consecutive days.





The
      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.





The
      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:




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


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


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


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





During
      September 2004, the Company received $55,175 of subscriptions for 112,500
      units.




F-12





**8.
      Income Tax Provision**





Provision
                  for income taxes is comprised of the following:**2004**
              
              **2003**Net
                  loss before provision for income taxes
              
              
              ($957,174
              )
              
              ($865,287
              )Current
                  tax expense:Federal
              
              $
              0
              
              $
              0State
              
              
              0
              
              
              0Total
              
              $
              0
              
              $
              0Less
                  deferred tax benefit:Timing
                  differences
              
              
              (1,871,059
              )
              
              (1,482,447
              )Allowance
                  for recoverability
              
              
              1,871,059
              
              
              1,482,447Provision
                  for income taxes
              
              $
              0
              
              $
              0A
                  reconciliation of provision for income taxes at the statutory rate
                  to
                  provisionfor
                  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
              
              $
              1,871,059
              
              $
              1,482,447Allowance
                  for recoverability
              
              
              (1,871,059
              )
              
              (1,482,447
              )Deferred
                  tax benefit
              
              $
              0
              
              $
              0Note:
                  The deferred tax benefits arising from the timing differences begin
                  to
                  expire in fiscal year 2010
                  and may not be recoverable upon the purchase of the Company under
                  current
                  IRS statutes.


**9.
      Addendum to the Consolidated Statement of Cash Flows**





The
      following transaction during the fiscal year 2004 has been classified as a
      non-cash transaction and has been excluded from the statement of cash
      flows.





During
      fiscal year 2004, the Company issued 1,069,945 shares of common stock to a
      consultant to pay for outstanding invoices of $470,776.




F-13





**10.
      Restatement**





Statement
      of Financial Accounting Standards (SFAS) No. 7 requires the statement of changes
      in shareholders’ equity since inception include dates of stock issuances and
      prices. The statement of operations for fiscal 2003 and 2004 were not affected
      by the restatement.





Subsequent
      to the issuance of this report, management decided that the mining asset
      acquired in fiscal year 2002, which was presented in the balance sheet as a
      fixed asset, should be accounted for as an impaired expense in the Statement
      of
      Operations. The following table compares the original financial statement
      reported amounts and the restated financial statement amounts.




**2004**
            
            **2004**
            
            **2003**
            
            **2003****As
                Reported**
            
            **As
                Restated**
            
            **As
                Reported**
            
            **As
                Restated**Total
                assets
            
            $
            2,468,664
            
            $
            19,198
            
            $
            2,509,021
            
            $
            59,555Shareholders'
                equity
            
            $
            2,336,043
            
            
            ($113,423
            )
            $
            1,943,477
            
            
            ($505,989
            )





**11.
      Stock Warrants Outstanding**





At
      September 30, 2003, the Company received a loan from two shareholders of
      $40,000. The loans are unsecured and mature September 30, 2004 at no stated
      interest rate. The loan agreement calls gives the option to the shareholders
      to
      convert the proceeds of the loan into shares of common stock at $.40 per share.
      As a result, the Company has imputed a beneficial conversion feature of $3,767
      to the proceeds received. The beneficial conversion feature was amortized to
      interest expense over fiscal 2004.





The
      following table summarizes the details of the number of warrants issued and
      outstanding and the weighted average exercise price and years remaining on
      the
      warrants.





Amount
            
            Wgtd
                  AvgExercise
                Price
            
            Wgtd
                    AvgYears
                  toMaturityOutstanding
                at October 1, 2002
            
            
            0Issued
            
            
            100,000Expired
            
            
            0Exercised
            
            
            0Outstanding
                at September 30, 2003
            
            
            100,000
            
            $
            0.40
            
            
            1Issued
            
            
            0Expired
            
            
            0Exercised
            
            
            (100,000
            )Outstanding
                at September 30, 2004
            
            
            0
            
            $
            0.00
            
            
            0





F-14





**11.
      Stock Warrants Outstanding, continued**





The
      Company applied the Black-Scholes option pricing model to determine the fair
      value of the detachable stock warrants and common stock warrants issued in
      fiscal year 2004. The following assumptions were used in the model. The dividend
      yield is 0%, volatility is 20%, and a risk-free interest rate of 2%. The fair
      values generated by the Black-Scholes model may not be indicative of the future
      values, if any, that may be received by the warrant holder.





**12.
      Subsequent Event**





In
      October 2004, the Company issued 115,000 shares of preferred B stock to
      subscription purchasers discussed in Note 7 and new subscription purchases
      received in October 2004. Also in October 2004 the shareholders approved a
      new
      class of Common Stock, 25,000,000 shares of $.001 par value Series B Common
      Stock.





F-15




**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**





i.
      Registrant's primary accountant, Henry Schiffer, C.P.A., An Accountancy
      Corporation ("Schiffer"), was dismissed by the Company on March 19,
      2004.





ii.
      No
      reports on the financial statements prepared by Schiffer over the two most
      recent fiscal years contained any adverse opinion or disclaimer of opinion,
      or
      was qualified or modified as to uncertainty, audit scope, or accounting
      principals except for an uncertainty relating to the registrant's ability to
      continue as a going concern, which was stated in the reports for both years.





iii.
      The
      decision to change accountants was approved by the Board on March 19,
      2004.





iv.
      During the registrant's two most recent fiscal years, and any subsequent interim
      period preceding the dismissal on March 19, 2004, there were no disagreements
      with the former accountant, Schiffer, on any matter of accounting principals
      or
      practices, financial statement disclosure, or auditing scope or procedure,
      which
      disagreement(s), if not resolved to the satisfaction of Schiffer, would have
      caused him to make reference to the subject matter of the disagreement(s) in
      connection with his reports.





Schiffer
      did not advise the registrant that internal controls necessary to develop
      reliable financial statements did not exist; no information had come to
      Schiffer's attention which would make him unwilling to rely on management's
      representations, or unwilling to be associated with the financial statements
      prepared by management. Schiffer did not advise the registrant that the scope
      of
      the audit should be expanded significantly, or that information had come to
      his
      attention that would materially impact the fairness or reliability of a
      previously issued audit report or the underlying financial statements or the
      financial statements issued or to be issued covering the fiscal periods
      subsequent to the date of the most recent audited financial statements, dated
      October 10, 2003, (including information that might preclude the issuance of
      an
      unqualified audit report).





v.
      The
      registrant retained the services of Donahue Associates, L.L.C., Monmouth Beach,
      New Jersey ("Donahue") on March 19, 2004, as its principal accountant and to
      conduct an audit for the year ended September 30, 2003.





vi.
      The
      registrant did not contact the new accountant prior to its engaging the new
      accountant regarding the application of accounting principals to a specified
      transaction, or the type of audit opinion that might be rendered on the
      registrant's financial statements.





vii.
      The
      registrant did not contact the new accountant prior to its engaging the new
      accountant regarding any matter that was either the subject of a disagreement
      or
      a reportable event.





**ITEM
      8A. CONTROLS AND PROCEDURES**





(a)
      Evaluation of disclosure and controls and procedures. Our Chief Executive
      Officer and Chief Financial Officer have evaluated the effectiveness of the
      design and operation of our disclosure controls and procedures as of September
      30, 2004. 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.




28




(b)
      Changes in internal controls. There were no significant changes to our internal
      controls or in other factors that could significantly affect internal controls
      subsequent to the date of their most recent evaluation.





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 Exchange Act 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 Exchange Act is accumulated and communicated
      to our management, including principal executive officer and principal financial
      officer, as appropriate, to allow timely decisions regarding required
      disclosure.





**Item
      8B. Other Information**





In
      October 2004 the shareholders approved a new class of Common Stock, 25,000,000
      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 of
      $.001 par value common stock in the amount of 25,000,000 shares.




**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT.**




Name
            Age
            Position
                HeldRobert
                Dultz
            63
            Chief
                Executive Officer, acting Chief Financial Officer and ChairmanLarry
                Dietz
            57
            President
                and DirectorSpencer
                Eubank
            52
            Secretary,
                Treasurer and DirectorCarl
                W. O'Baugh
            73
            DirectorTom
                Owens
            56
            DirectorJudith
                Ahrens
            64
            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.




29





**BUSINESS
      EXPERIENCE OF CURRENT DIRECTORS AND OFFICERS AS OF SEPTEMBER 30,
      2004**





Robert
      Dultz USCorp’s Chairman and CEO since January 2002 has a 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 has a
      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.
      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
      5% of his time to USCorp





Spencer
      Eubank, the Company’s Secretary-Treasurer and a Director since January 2002. Mr.
      Eubank has served on the boards of several publicly traded companies. He has
      a
      15-year association with the Twin Peaks property and since 2000 has been a
      shareholder and consultant to corporate owners of the claims. As an individual
      he is a former owner of 97 of the claims which make up the Twin Peaks property.
      Mr. Eubank spends in excess of 90% of his time working for USCorp on a
      consulting basis.





Carl
      W.
      O’ Baugh, an Independent Director of the Company since January 2002, and has
      a
      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.





Tom
      Owens, is an Independent Director for the Company. He currently works full
      time
      as a litigation consultant and investigator. While serving with the Army in
      Bosnia Mr. Owens served as a public relations specialist before retiring from
      the military in 2000. In Bosnia Mr. Owens hosted a daily four-hour drive-time
      radio show carried via satellite to 134 countries. He supervised the preparation
      of the daily television newscast originating from Bosnia and led the first-ever
      U.S. news crew granted unescorted access inside a deployed Russian combat
      brigade. In 1994, Mr. Owens authored his book, Lying Eyes, a chronology of
      his
      work as a part of the team of professionals representing LAPD beating victim
      Rodney King. Mr. Owens worked as a law enforcement officer where he achieved
      the
      rank of captain. He holds the Los Angeles Police Medal and Police Star for
      valorous actions, awarded for service to the people of the city of Los Angeles.
      Mr. Owens serves the Registrant as an independent Director and on the
      Registrant's Audit Committee. Mr. Owens spends less than 10% of his time working
      for the Company.





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. Since 2000 Ms.
      Ahrens has worked full time for National Grants Conferences. She devotes less
      than 10% of her time to USCorp.





30





(b)
      Family relationships.





There
      are
      no family relationships among the officers or directors.




(c)
      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.





(d)
      Adoption of Code of Ethics.





On
      September 22, 2004 USCorp adopted a Code of Ethics for officers and directors
      of
      the Company, included in this report as Exhibit 14.





**COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT**





Section
      16(a) of the Securities Exchange Act of 1934 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, 2004 its officers, directors, and greater than ten-percent
      beneficial owners complied with all applicable filing
      requirements.





**ITEM
      10. 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.




31





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





The
      following table sets forth the security ownership of executive officers,
      directors and certain beneficial owners of more than five percent (5%) of
      issuer's voting securities as of September 30, 2004. Unless otherwise stated,
      the Company believes the shares indicated were held directly.





Title
                of
              Class
            Name
                and Address of Beneficial Owner
            Amount
                of
              Ownership
            Percentage
                of
              OwnershipCommon
            Robert
                Dultz (1) c/o USCorp,
              4535
                W. Sahara Ave., Suite 204,
              Las
                Vegas, NV 89102
            7,234,820
            24.50%Common
            Dultz
                Family Trust, Robert Dultz Trustee (1) c/o USCorp,
              4535
                W. Sahara Ave., Suite 204,
              Las
                Vegas, NV 89102
            10,000,000
            33.86%Common
            Larry
                Dietz (1) c/o USCorp,
              4535
                W. Sahara Ave., Suite 204,
              Las
                Vegas, NV 89102
            51,000
            0.17%Common
            Spencer
                Eubank (1) c/o USCorp,
              4535
                W. Sahara Ave., Suite 204,
              Las
                Vegas, NV 89102
            240,750
            0.82%Common
            Carl
                O’Baugh (1) c/o USCorp,
              4535
                W. Sahara Ave., Suite 204,
              Las
                Vegas, NV 89102
            50,250
            0.17%Common
            Tom
                Owens (1) c/o USCorp,
              4535
                W. Sahara Ave., Suite 204,
              Las
                Vegas, NV 89102
            50,000
            0.17%Common
            Judith
                Ahrens (1) c/o USCorp,
              4535
                W. Sahara Ave., Suite 204,
              Las
                Vegas, NV 89102
            50,000
            0.17%Common
            U.S.
                Metals And Minerals, Inc.
              2338
                W. Royal Palm Rd., Suite J,
              Phoenix,
                AZ 85021
            2,700,000
            9.14%Common
            Officers,
                Directors and Affiliates as a group
              (7
                individuals)
            20,376,820
            69.00%







32





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





The
      Company is provided office equipment and space by the chief executive officer
      and majority shareholder at no cost to the Company.





**PART
      IV**





**ITEM
      13. EXHIBITS**





(A)
      EXHIBITS





14.1   Code
      of
      Ethics for Chief Executive Officer and Senior Financial Officers*





23.1   Consent
      of International Energy and Resources, Inc.




31.1   Certification
      Pursuant to Section 302 of the Sarbanes Oxley Act of 2002





32.1   Certification
      Pursuant to Section 906 of the Sarbanes Oxley Act of 2002





* 
       Previously filed





**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, L.L.C.
      for the reports covering fiscal 2003 and 2004 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, L.L.C., 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, 2003 and
      September 30, 2004 for professional services rendered by Donahue Associates,
      L.L.C. for the audit of the Company’s financial statements were $1,750 for
      fiscal 2003 and $2,500 and $2,550 for audit and quarterly review of interim
      financial statements filed on Form 10QSB, respectively, for fiscal
      2004.





The
      aggregate fees billed during the last two fiscal years for professional services
      rendered by Henry Schiffer, C.P.A. for the audit of the Company’s financial
      statements for the fiscal year ended September 30, 2003 and for his review
      of
      financial statements included in the Company’s Form 10-QSB’s during the last two
      fiscal years ended September 30, 2003 and other services that are normally
      provided by an accountant
      in connection with statutory and regulatory filings or engagements during such
      fiscal years were $4,000 for fiscal 2003 and $5,000 for fiscal
      2002.





33




**Audit-Related
      Fees**





Donahue
      Associates, L.L.C. did not bill us for any assurance or related services that
      were related to the performance of the audit of the financial
      statements.





Henry
      Schiffer, C.P.A. did not bill us for any assurance or related services that
      were
      related to the performance of the audit of the financial
      statements.





**Tax
      Fees**





Since
      March 19, 2004 Donahue Associates, L.L.C. has not provided any professional
      services for tax compliance, tax advice and tax planning.





Henry
      Schiffer, C.P.A. did not provide any professional services for tax compliance,
      tax advice and tax planning.





**Other
      Fees**





No
      other
      fees were paid to Donahue Associates, L.L.C. or to Henry Schiffer,
      C.P.A.




34




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this amended report to be signed on its
      behalf by the undersigned, thereunto duly authorized.




USCORP./s/ Larry
              DietzLarry
                Dietz
              President
                and DirectorDate: October
              13, 2005




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated:




Signature
              Title
              Date/s/
                  Robert Dultz
              Chairman
                  and Chief
              October
                  13, 2005Robert
                  Dultz
              Executive
                  Officer/s/
                  Larry Dietz
              President
                  and Director
              October
                  13, 2005Larry
                  Dietz/s/
                  Carl O'Baugh
              Vice
                  President and Director
              October
                  13, 2005Carl
                  O'Baugh/s/
                  Spencer Eubank
              Secretary
                  Treasurer and Director
              October
                  13, 2005Spencer
                  Eubank
              and
                  Acting Chief Financial Officer/s/
                  Judith Ahrens
              Director
              October
                  13, 2005Judith
                  Ahrens





35