Exhibit
      31.1





**CERTIFICATION
      PURSUANT TO RULE 13a-14 AND 15d-14**


**UNDER
      THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**





I,
      Robert
      Dultz, Chief Executive Officer USCorp, certify that:





1. I
          have
          reviewed this annual report on Form 10-KSB/A of USCorp;





2.  Based
      on
      my knowledge, this annual report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this annual report;





3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this annual report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the Registrant as of, and
      for, the periods presented in this annual report;





4.  I
      am
      responsible for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
      we
      have:





(a)
            designed
                such disclosure controls and procedures to ensure that material
                information relating to the Registrant, including its consolidated
                subsidiaries, is made known to us by others within those entities,
                particularly during the period in which this annual report is being
                prepared;





(b)
            evaluated
                the effectiveness of the registrant's disclosure controls and procedures
                as of a date within 90 days of the filing date of this annual report
                (the
                “Evaluation Date”); and





(c)
            presented
                in this annual report our conclusions about the effectiveness of
                the
                disclosure controls and procedures based on our evaluation of the
                Evaluation Date;





5.  I
      have
      disclosed, based on our most recent evaluation, to the registrant’s auditors and
      the audit committee of the registrant's board of directors (or persons
      performing the equivalent function):





(a)
            all
                significant deficiencies in the design or operation of internal controls
                which could adversely affect the registrant's ability to record,
                process,
                summarize and report financial data and have identified for the
                registrant's auditors any material weaknesses in internal controls;
                and





(b)
            any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant's internal
                controls; and





6.  I
      have
      indicated in this annual report whether or not there were significant changes
      in
      internal controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.





Dated: December 30,
              2005
            By:/s/
                Robert Dultz
              Robert
                Dultz
              Chief
                Executive Officer