SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 
 FORM
        10-KSB
  (Mark
                  One)x
              Annual
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934 for the fiscal year ended September 30, 2006ORo
              Transition
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934 for the transition period from __ to
                  ___
 
 Commission
        File Number: 000-19061
 
 **USCORP**
 (Exact
        name of 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 o
  Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best
        of 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
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Act).    Yes o No x
  State
        the
        issuer’s revenues for its most recent fiscal year. $0.0
 
 State
        the
        aggregate market value of the voting stock held by non-affiliates computed
        by
        reference to the price at which the stock was sold, or the average bid and
        asked
        price of such stock, as of a specified date within the past 60 days. As of
        December 20, 2006, the value of such stock was $1,405,222 .
        Shares
        of common stock held by each executive officer and director and by certain
        persons who own 5% or more of the outstanding common stock have been excluded
        in
        that such persons may be deemed to be affiliates. This determination of
        affiliate status is not necessarily a conclusive determination for other
        purposes.
 
 Number
        of
        shares outstanding of Issuer’s class A common stock, $0.01 par value,
        outstanding on December 20, 2006: 33,806,461 Number
        of
        shares outstanding of Issuer’s class B common stock, $0.01 par value,
        outstanding on December 20, 2006: 5,000,000.
  Documents
        Incorporated by Reference: NONE
 
 Transitional
        Small Business Disclosure Format (Check one): Yes o ;
        No x
  ***
  
  **FORM
        10-KSB**
 **September
        30, 2006**
 **USCORP**
 
 **TABLE
        OF CONTENTS**
  FORWARD
                  LOOKING STATEMENTS
              
              2**PART
                  I**ITEM
                  1
              
              Description
                  of Business
              
              3ITEM
                  2
              
              Description
                  of Property
              
              19ITEM
                  3
              
              Legal
                  Proceedings
              
              19ITEM
                  4
              
              Submission
                  of Matters to a Vote of Security Holders
              
              19**PART
                  II**ITEM
                  5
              
              Market
                  for Registrant’s Common Equity and Related Stockholder
                  Matters
              
              19ITEM
                  6
              
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              
              21ITEM
                  7
              
              Financial
                  Statements
              
              24ITEM
                  8
              
              Changes
                  in and Disagreements with Accountants
              
              42ITEM
                  8A
              
              Controls
                  and Procedures
              
              42ITEM
                  8B
              
              Other
                  Information
              
              42**PART
                  III**ITEM
                  9
              
              Directors,
                  Executive Officers, Promoters and Control Persons
              
              43ITEM
                  10
              
              Executive
                  Compensation
              
              44ITEM
                  11
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              
              44ITEM
                  12
              
              Certain
                  Relationships and Related Transactions
              
              44ITEM
                  13
              
              Exhibits
              
              45ITEM
                  14
              
              Principal
                  Accountant Fees and Services
              
              45Signatures
              
              46**PART
                  F/S**Financial
                  Statements
 
 
 **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.
  2
 
 **PART
        I**
 
 **ITEM
        1. DESCRIPTION OF BUSINESS**
 
 BACKGROUND
 
 USCorp.
        (the “Company” or “Registrant”)) was formed in May 1989 in the state of Nevada
        as The Movie Greats Network, Inc. In August 1992, the Company changed its
        name
        to The Program Entertainment Group, Inc. In August 1997, the Company changed
        its
        name to Santa Maria Resources, Inc. In September 2000, the Company changed
        its
        name to Fantasticon, Inc. and in January 2002 the Company changed its name
        to US
        Corp.
 
 In
        April
        2002, the Company acquired US Metals, Inc. (“USMetals”), a Nevada corporation,
        by issuing 24,200,000 shares of Company Common Stock. US Metals became a
        wholly
        owned subsidiary of the Company.
 
 OVERVIEW
 
 USCorp.
        is an “exploration stage” company. The Company’s operations center on completing
        exploration of USMetals’ mining property known as the Twin Peaks Mine, and
        Southwest’s mining property known as the Chocolate Mountain Region claims. The
        Company has realized no revenues from operations to date.
  All
        of
        the Company’s mining business activities are conducted at this time through its
        subsidiaries, USMetals, Inc. and Southwest Resource Development,
        Inc.
  The
        Company, through its wholly-owned subsidiary, USMetals, owns 141 Lode Mining
        Claims in the Eureka Mining District of Yavapai County, Arizona, called the
        Twin
        Peaks Mine; and through its wholly-owned subsidiary, Southwest Resource
        Development, Inc., owns 8 Lode and 21 Placer Claims in the Mesquite Mining
        District of Imperial County, California, which the Company refers to as the
        Chocolate Mountain Region Claims.
  **A.
        Recent Developments.**
 
 On
        September 29, 2006 the Company’s Registration Statement on Form SB-2 was
        declared effective by the US Securities and Exchange Commission registering
        6,700,000 shares of the Company’s Class A common stock for resale pursuant to an
        equity line arrangement with Dutchess Private Equities Fund, LP. The total
        amount under the equity line is $10,000,000.
 
 On
        May
        16, 2006, the Company announced that it was informed by the Deutche Borse
        that
        its Class B non-voting Common Shares (“Class B Shares”) issued by the Company
        have been included in that Exchange trading within the Open Market
        (Freiverkehr). The shares of Class B Common Shares were issued by the Company
        pursuant to a Regulation S offering. The Exchange trading (Quotation) of
        the
        Class B Common Shares started on May 11, 2006, under the Symbol “U9C” and the
        WKN# is A0JEQQ. The Class B Common Shares were issued to a private European
        fund
        in exchange for up to $17,000,000. It is anticipated that the capitalization
        will allow the Company to advance its exploration program so that it can
        focus
        on extracting the mineral resources from its properties that management believes
        may result in profitable revenue streams to USCorp. The Class B non-voting
        Common Shares will trade outside of the United States and the Company has
        no
        current plans to register these shares for trading in the United States.
        The
        European fund has listed these shares on the Open Market (Freiverkehr) of
        Frankfurt Exchange in Germany through a trading member.
 
 On
        February 14, 2005 the Company filed a Form 8-K with the Securities and Exchange
        Commission reporting that the Company concluded the acquisition of 2 additional
        gold mining claims located near Kingman, Arizona from a private corporation.
        Subsequently these claims were returned to the prior owners due to certain
        conditions of the acquisition not being met. (See “SOUTHWEST RESOURCE
        DEVELOPMENT, INC. **- Summary of Organization and Business” below)**
  3
 
 **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 the Company’s
        existing or proposed operations. All of the Company’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.
 
 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.
  4
  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.
 
 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.
 
 On
        February 14, 2005 the Company filed a Form 8-K with the Securities and Exchange
        Commission reporting that the Company concluded the acquisition of 2 additional
        gold mining claims located near Kingman, Arizona from a private corporation.
        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 30% of all net smelter returns of gold, whether paid
        in cash
        or in kind.
 
 Under
        the
        terms of the acquisition, the Company granted the former owners of the claims
        the choice to accept 250,000 shares of the Company’s common stock at any time
        within a two year period in exchange for waiving the Company’s obligation to
        commence production on these claims within two years. The former owners choose
        to accept the 250,000 shares of stock on March 23, 2005. On February 14,
        2005,
        we issued a press release regarding this acquisition.
  5
 
 On
        May 5,
        2006, USCorp announced the results of exploratory drilling at its Kingman
        Area
        Tailings Property located near Kingman, Arizona, USA. The purpose of the
        exploratory drilling and testing was to confirm the presence of economically
        viable mineral resources in the tailings. Prior owners and certain documents
        provided by prior owners estimated these resources to contain 400,000 tons
        of
        tailings with valuable mineralization. The drilling was targeted specifically
        at
        each of the three terraced levels of the tailings.
 
 Our
        drilling was done by Boart Longyear Company’s Peoria, Arizona office with a
        representative of USCorp present. Boart Longyear is a highly respected premier
        global drilling company. The drilling was conducted during March 2006 under
        the
        supervision of Dr. Robert Cameron of Geological Support Services, our consulting
        geologist on this property. Preparation of drill samples was completed by
        our
        consulting geologist, the drillers and observed by a USCorp representative
        on
        site. The samples were sent to two independent laboratories for complete
        chemical analysis, atomic absorption and fire assays. The laboratories used
        were
        SGS Minerals Services, Ontario, Canada and the 125 year old Jacobs Assay
        Office
        in Tucson, Arizona. Additional samples were taken by our consulting geologist
        from crevices and holes dug from the top and into the side of the tailings
        using
        a procedure called “cone and quartering”. Based on the GPS measurement of the
        tailings by our consulting geologist and the known depth of the tailings
        obtained by drilling, the revised estimate of the tonnage is approximately
        744,215.5 tons.
 
 Under
        the
        direction of our consulting geologist, we fully explored and tested the
        property. Based on the exploration and test results, however, Management
        determined it was not economically viable to pursue exploration or development
        of this property.
 
 In
        a
        Report to the Company, USCorp’s Consulting Geologist, stated in part: “...Samples
        were subjected to fire assay for gold and silver with both Atomic Absorption
        and
        Gravimetric Finish. Additionally, an economic spectrum was performed upon
        every
        fifth sample to establish levels of other economic metals. The results of
        these
        tests were underwhelming...”
 
 From
        a
        practical standpoint, assuming .006 ounce per ton gold and .35 ounce per
        ton
        silver, we have ore worth $10.60 per ton.
 
 Based
        on
        currently working operations, were a plant set up and operating on site today,
        wages, water, chemicals, and power would still cost over $45.00 per ton.
        Accordingly, based on the numbers this does not appear to be an economic
        proposition.”
 
 Due
        to
        certain conditions not being met, title to the claims reverted back to prior
        claim holder.
 
 **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).
  On
        November 1, 2006 USCorp announced the acquisition of the Picacho Salton Mining
        Property, through its wholly owned subsidiary Southwest. Situated on 1,280
        acres
        covering 64 mining claims of precious metal properties and located in the
        Mesquite Mining District of Imperial County, California, some of the Picacho
        Salton property has common borders to USCorp’s Picacho Gold Property, also known
        as the Chocolate Mountain Region Claims.
 
 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.
  6
  **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.
  
  7
  **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.
  8
 
 **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.
 
 On
        November 1, 2006 USCorp announced the acquisition of the Picacho Salton Mining
        Property, through its wholly owned subsidiary Southwest. Situated on 1,280
        acres
        covering 64 mining claims of precious metal properties and located in the
        Mesquite Mining District of Imperial County, California, some of the Picacho
        Salton property has common borders to USCorp’s Picacho Gold Property, also known
        as the Chocolate Mountain Region Claims.
 
 **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.
 
 Adequate
        roads exist to each of our claims groups. Some existing roads may need to
        be
        repaired or extended.
 
 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 can be used as necessary. Power is also available
        on properties adjacent to our placer claims in California, the Kingman Area
        Claims and portable generators can be used when necessary. Water is available
        on
        properties adjacent to the Kingman Area Claims. There are natural wells located
        in several places on our California claims. We will supplement well water
        with
        trucked water as necessary.
 
 **A
        brief description of the rock formations and mineralization of existing or
        potential economic significance on the properties, including the identity
        of the
        principal metallic or other constituents.**
 
 In
        regards to the Twin Peaks 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.
  9
 
 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.
 
 On
        November 1, 2006 USCorp announced the acquisition of the Picacho Salton Mining
        Property, through its wholly owned subsidiary Southwest. Situated on 1,280
        acres
        covering 64 mining claims of precious metal properties and located in the
        Mesquite Mining District of Imperial County, California, some of the Picacho
        Salton property has common borders to USCorp’s Picacho Gold Property, also known
        as the Chocolate Mountain Region Claims.
 
 **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.
 
 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.
  10
  The
        dirt
        access road from the Highway to the site (approximately 2 miles) must be
        reworked/repaired. We will also need a Front End Loader (“F.E.L.”) with Back-Hoe
        attachment. For continuous hard work excavating trenches, digging test pits
        and
        carrying alluvial material back to the wash plant for processing on a daily
        basis. It would be used for the duration of the test production
        program.
  The
        sampling method is standard in geological exploration and is confined to
        dry
        arroyo drainages and rills. Grab samples taken outside of the dry river beds
        and
        rills will be by prospectors pick or regular pick and shovel. Instruments
        to be
        used will be a VLF unit, an EM unit, microscopes, spectrometer, GPS unit,
        possibly an I.R. unit, a magnetometer and miscellaneous sieves. A 10 or 12
        kW
        generator set will independently power the night lights and camper unit.
        We need
        to determine if the present wells go down a minimum of 400 feet to reach
        adequate water supply to support test production wash plant. The estimated
        budget for this is up to $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.
 
 **Recent
        Initial Exploration and Exploitation**
 
 Although
        many companies and individuals are engaged in the mining business, including
        large established mining companies, there is a limited supply of desirable
        mineral lands available for claim staking, lease, or other acquisition in
        the
        United States and other areas where USCorp contemplates conducting its
        exploration and/or production activities. However, it has been determined
        by
        qualified geologists and mining companies that USCorp’s Arizona properties have
        mineralization of a variety of precious and non-precious minerals. Historically,
        the specific geographic region in which USCorp intends to conduct its
        exploratory and mining activities has been the subject of various general
        samplings, which were performed by the State of Arizona, the United States
        Department of the Interior Bureau of Mines, and the United States Department
        of
        the Interior Bureau of Land Management.
 
 Registrant
        has relied upon a number of studies by companies that are not presently
        affiliated or associated with USCorp to determine the feasibility and valuation
        of USCorp’s pursuit to develop the Mining Claims. These studies are comprised of
        several exploration techniques, such as geological and geophysical surveys,
        drilling, and excavations, in order to determine the economic potential,
        and
        subsequent exploration and mining, of the Claims. These different firms,
        have
        utilized varied means to calculate the potential of the exploration and
        development of the Twin Peaks Mine’s Mining Claims.
 
 **Early
        Exploration Conducted and Valuations.**
 
 The
        Twin
        Peaks Mine: 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.
  11
 
 **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.
 
 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.
 
 The
        geological justification for the exploration project at the Kingman Area
        Claims
        is that numerous past assays have found gold and silver in various locations
        within the boundaries of the claims group.
 
 **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 up to $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 up to $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. To date we have received the proceeds from a gold bullion
        loan
        in the amount of $635,000 as previously reported on form 8-K dated September
        27,
        2005.
  12
 
 **Identification
        of who will be conducting any proposed exploration work, and a discussion
        of
        their qualifications.**
 
 To
        date
        the Company has utilized the services of International Energy and Resources,
        Inc., and
        Geological Support Services, 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. follows:
  Quantum
        GeoConsultants, LLC.
  Geological
        Support Services, LLC, Robert A. Cameron, Ph.D. managing partner, is consulting
        exploration geologist to the Company. Cameron has a Ph.D. in Geophysics from
        Canterbury University, Kent, England. Since 1987 Cameron has consulted in
        the
        mining industry as a geologist in various capacities for companies and projects
        in the private sector in the United States, Mexico, Australia, New Zealand,
        West
        Germany, Poland and Canada. In addition to private consulting, he has worked
        since 2001 as a professor of geology and geosciences.
 
 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., Sub-Contractors, Subsidiaries and Consultants include:
 
 HILBRANDS
        AND WESTERN MINING COMPANY
  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.
  13
 
 **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.
 
 **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.
  14
 
 **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
        three principal consultants/advisors: Geological Support Services, LLC under
        Robert Cameron, PhD; and International Energy and Resources, Inc. (IERI)
        which, in turn, employs subcontractors that perform work indirectly for
        Registrant and its subsidiaries.
 
 15
  **Item
        1A. 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”.**
 
 **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.
  16
 
 **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.
 
 **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 assurance, with respect to its ability to control development and
        operating costs and/or expenses. Consequently, if management is not able
        to
        adequately control costs and expenses, such operations may not generate any
        profit or may result in operating losses.
  **No
        Dividends** .
        The
        Company has not paid any dividends nor, by reason of its present financial
        status and contemplated financial requirements, does it anticipate paying
        any
        dividends in the foreseeable future.
  17
  **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 33,806,459  shares
        of
        Common Stock are issued and outstanding as of the date of this Report, of
        which
        approximately 24,971,257 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** ).
 
 **(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 .
  18
 
 **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, 2006, 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**
 
 No
        matters were put to the vote of the shareholders during the fiscal year ended
        on
        September 30, 2006.
  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. As of May 11, 2006
        USCorp’s Class B Non-Voting Common Shares have been included in the Deutche
        Borse Exchange trading within the Open Market (Freiverkehr) under the Symbol
        “U9C” and the WKN# is A0JEQQ.
 
 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, 2004
              
              $
              0.26
              
              $
              0.11Quarter
                  ended March 30, 2005
              
              $
              0.20
              
              $
              0.09Quarter
                  ended June 30, 2005
              
              $
              0.16
              
              $
              0.06Quarter
                  ended September 30, 2005
              
              $
              0.16
              
              $
              0.09Quarter
                  ended December 31, 2005
              
              $
              0.15
              
              $
              0.11Quarter
                  ended March 30, 2006
              
              $
              0.14
              
              $
              0.07Quarter
                  ended June 30, 2006
              
              $
              0.14
              
              $
              0.08Quarter
                  ended September 30, 2006
              
              $
              0.12
              
              $
              0.06
 
 On
        December 20, 2006 the reported closing price for the Company’s common stock was
        $0.10 per share; there were approximately 168 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.
  19
 
 **Recent
        Sales of registered and unregistered securities.**
 
 During
        fiscal year 2006, the Company issued an aggregate of 885,000 shares of common
        stock to for services rendered and to the prior owners of the Chocolate Mountain
        Region claims in exchange for release from the time restrictions on developing
        those claims.
 
 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 has been extended until October 2008. 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 two-year period has been
        extended until October 2008. 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:
 
 (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.
  20
 
 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.
 
 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, 2006, the Company’s activities centered on the exploration of USMetals’
mining property known as the Twin Peaks Mine in the Eureka Mining District
        of
        Yavapai County, Arizona, the exploration of Chocolate Mountain Region Claims
        in
        the Mesquite Mining District of Imperial County, California, and the Kingman
        Area Tailings in the Pilgrim Mining District of Mohave County, Arizona..
        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 214 claims owned by the Registrant is $125 per claim
        for a
        total annual cost of $26,750.
 
 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., a wholly owned subsidiary of U.S. American Resources,
        Inc., has agreed to continue to supervise and direct the work of the Twin
        Peaks
        Mine Project Team upon adequate funding.
  21
 
 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.
 
 The
        Registrant, through its wholly owned subsidiary Southwest Resource development,
        Inc., (“Southwest”) 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.
 
 On
        November 1, 2006 USCorp announced the acquisition of the Picacho Salton Mining
        Property, through its wholly owned subsidiary Southwest. Situated on 1,280
        acres
        covering 64 mining claims of precious metal properties and located in the
        Mesquite Mining District of Imperial County, California, some of the Picacho
        Salton property has common borders to USCorp’s Picacho Gold Property, also known
        as the Chocolate Mountain Region Claims.
 
 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.
 
 **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 has been more extensively explored could result
        in a
        value in excess of $200,000,000 per independent estimates in prior geochemical
        evaluations and geological studies.
 
 **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 2006 was $502,201 compared to $592,469
        for
        last year, a decrease of approximately 15%. The main area of decrease was
        in
        consulting costs ($125,358 for fiscal 2006 compared to $362,358 last year).
        Administration expenses increased ($289,271 for fiscal 2006 compared to $156,826
        last year). The increase in administration expense was due to the increase
        in
        salaries and space rental costs.
 
 As
        a
        result of general and administrative costs, the Company experienced a loss
        from
        operations of $502,201 for the year ended September 30, 2006, compared to
        loss
        from operations of $592,469 for the same period last year.
  22
 
 After
        interest expense in fiscal 2006 of $61,771, compared to $7,953 in the prior
        year, the Company realized a net loss for fiscal 2006 of $837,551 as compared
        to
        a net loss of $328,337 for the prior fiscal year. This loss translated into
        a
        loss of $.03 per shares for fiscal 2006, compared to a loss of $.02 for fiscal
        2005.
 
 **II.
        Discussion of Financial Condition: Liquidity and Capital
        Resources**
 
 At
        September 30, 2006 cash on hand was $83,573 as compared with $627,372 at
        September 30, 2005. The Company received services in the aggregate amount
        of
        $79,650 through the issuance of additional shares of common stock.
        See **,
        “Recent Sales of Unregistered Securities”** above.
 
 The
        Company used these cash proceeds to pay for its business operations.
 
 Total
        assets at September 30, 2006 were $91,813 as compared to $631,378 at September
        30, 2005.
 
 The
        Company’s total stockholders’ equity changed from -$277,943 September 30, 2005
        to -$1,035,844 at September 30, 2006. The decrease in total stockholders’ equity
        was due to the loss from operations and the issuance of shares for services
        rendered.
  **Impact
        of Inflation**
 
 The
        general level of inflation has been relatively low during the last several
        fiscal years and has not had a significant impact on the Company.
  ITEM
        3.
        CONTROLS AND PROCEDURES
  Under
        the
        supervision and with the participation of the Company’s management, including
        the Chief Executive Officer and acting Chief Financial Officer, the Company
        has
        evaluated the effectiveness of the design and operation of its disclosure
        controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under
        the
        Exchange Act) as of the end of the period covered by this quarterly report.
        Based upon that evaluation, the Chief Executive Officer and acting Chief
        Financial Officer concluded that, as of the end of the period covered by
        this
        quarterly report, the Company’s disclosure controls and procedures are effective
        to ensure that information required to be disclosed in the reports that the
        Company files or submits under the Securities Exchange Act of 1934 is recorded,
        processed, summarized and reported, within the time periods specified in
        the
        Securities and Exchange Commission’s rules and forms.
 
 There
        has
        been no change in the Company’s internal control over financial reporting during
        the most recent fiscal quarter that has materially affected, or is reasonably
        likely to materially affect, the Company’s internal control over financial
        reporting.
  23
  ITEM
        7.
        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  **DONAHUE
        ASSOCIATES, LLC**
 **Certified
        Public Accountants**
 **27
        Beach Road Suite CO5A**
 **Monmouth
        Beach, NJ 07750**
 **Tel.
        732-229-7723**
  **Management’s
        Report on Internal Control Over Financial Reporting**
 
 Management
        of the Company is responsible for establishing and maintaining adequate internal
        control over financial reporting. Internal control over financial reporting
        is
        defined in Rules 13-a-15(f) and 15d-15(f) under the Exchange Act as a process
        designed by, or under the supervision of, the Company’s principal executive and
        principal financial officers and effected by the Company’s board of directors,
        management and other personnel to provide reasonable assurance regarding
        the
        reliability of financial reporting and the preparation of financial statements
        for external purposes in accordance with U.S. generally accepted accounting
        principles and includes those policies and procedures that:
 
 *
        pertain
        to the maintenance of records that, in reasonable detail, accurately and
        fairly
        reflect the transactions and dispositions of the assets of the
        Company;
 
 *
        provide
        reasonable assurance that transactions are recorded as necessary to permit
        preparation of financial statements in accordance with generally accepted
        accounting principles, and that receipts and expenditures of the Company
        are
        being made only in accordance with authorization of management and directors
        of
        the Company; and
 
 *
        provide
        reasonable assurance regarding prevention or timely detection of unauthorized
        acquisition, use or disposition of the Company’s assets that could have a
        material effect on the financial statements.
 
 Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.
 
 Management
        assessed the effectiveness of the Company’s internal control over financial
        reporting as of December 20, 2006. In making this assessment, management
        used
        the criteria established in “Internal Control-Integrated Framework,” issued by
        the Committee of Sponsoring Organizations of the Treadway Commission
        (COSO).
  24
 
 Based
        on
        this assessment, management believes that, as of September 30, 2006 the
        Company’s internal control over financial reporting is effective.
 
 There
        have not been any changes in the Company’s internal control over financial
        reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
        the
        Exchange Act) that have materially affected, or are reasonably likely to
        materially affect, the Company’s internal control over financial
        reporting.
  25
  **DONAHUE
        ASSOCIATES, LLC**
 **Certified
        Public Accountants**
 **27
        Beach Road Suite CO5A**
 **Monmouth
        Beach, NJ 07750**
 **Tel.
        732-229-7723**
  **Report
        of Independent Registered Public Accounting Firm**
 
 To
        the
        Board of Directors and Stockholders of USCorp. Inc.
 
 We
        have
        audited management’s assessment, included in the accompanying Management’s
        Report on Internal Control Over Financial Reporting of US Corp. Inc. maintained
        effective internal control over financial reporting as of September 30, 2006,
        based on criteria established in Internal Control-Integrated Framework issued
        by
        the Committee of Sponsoring Organizations of the Treadway Commission (the
        COSO
        criteria). USCorp Inc.’s management is responsible for maintaining effective
        internal control over financial reporting and for its assessment of the
        effectiveness of internal control over financial reporting. Our responsibility
        is to express an opinion on management’s assessment and an opinion on the
        effectiveness of the company’s internal control over financial reporting based
        on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether effective
        internal control over financial reporting was maintained in all material
        respects. Our audit included obtaining an understanding of internal control
        over
        financial reporting, evaluating management’s assessment, testing and evaluating
        the design and operating effectiveness of internal control, and performing
        such
        other procedures as we considered necessary in the circumstances. We believe
        that our audit provides a reasonable basis for our opinion.
 
 A
        company’s internal control over financial reporting is a process designed to
        provide reasonable assurance regarding the reliability of financial reporting
        and the preparation of financial statements for external purposes in accordance
        with generally accepted accounting principles. A company’s internal control over
        financial reporting includes those policies and procedures that (1) pertain
        to
        the maintenance of records that, in reasonable detail, accurately and fairly
        reflect the transactions and dispositions of the assets of the company; (2)
        provide reasonable assurance that transactions are recorded as necessary
        to
        permit preparation of financial statements in accordance with generally accepted
        accounting principles, and that receipts and expenditures of the company
        are
        being made only in accordance with authorizations of management and directors
        of
        the company; and (3) provide reasonable assurance regarding prevention or
        timely
        detection of unauthorized acquisition, use, or disposition of the company’s
        assets that could have a material effect on the financial
        statements.
 
 Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.
  26
 
 In
        our
        opinion, management’s assessment that USCorp Inc. maintained effective internal
        control over financial reporting as of September 30, 2006, is fairly stated,
        in
        all material respects, based on the COSO criteria.
 
 We
        have
        also audited, in accordance with the standards of the Public Company Accounting
        Oversight Board (United States), the balance sheets of USCorp Inc. as of
        September 30, 2006 and September 30, 2005, and the related statements of
        operations, stockholders’ equity, and cash flows for the years then ended and
        express an unqualified opinion thereon.
 
 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.
  Monmouth
        Beach, New Jersey
 December
        20, 2006
  27
  **USCorp**
 **(an
        Exploration Stage Company)**
 **Balance
        Sheet**
 **As
        of September 30, 2006 and September 30, 2005**
 
 **30-Sep-06**
              
              **30-Sep-05****ASSETS**Current
                  assets:Cash
              
              $
              83,573
              
              $
              627,372Total
                  current assets
              
              
              83,573
              
              
              627,372Other
                  assets:Equipment-
                  net
              
              
              8,240
              
              
              4,006Total
                  assets
              
              $
              91,813
              
              $
              631,378**LIABILITIES
                  AND SHAREHOLDERS’ EQUITY**Current
                  liabilities:Accounts
                  payable & accrued expenses
              
              $
              78,317
              
              $
              52,121Total
                  current liabilities
              
              
              78,317
              
              
              52,121Note
                  payable- shareholder
              
              
              979,175
              
              
              651,429Advances
                  payable shareholders
              
              
              0
              
              
              135,606Shareholders’
                  equity:Series
                  A preferred stock, one share convertible to eight shares of
                  common;10%
                  stated dividend, stated value $0.50, 10,000,000 shares
                  authorized,no
                  shares outstanding
              
              
              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,155,000
                  shares outstanding
              
              
              70,165
              
              
              70,165Common
                  stock- $.01 par value, authorized 800,000,000 shares,issued
                  and outstanding, 32,921,461 shares at September 30, 2005and
                  33,806,459 at September 30, 2006
              
              
              330,099
              
              
              329,214Additional
                  paid in capital
              
              
              7,194,398
              
              
              7,115,633Accumulated
                  deficit
              
              
              (8,560,341
              )
              
              (7,722,790
              )Total
                  shareholders’ equity
              
              
              (1,035,844
              )
              
              (277,943
              )Total
                  Liabilities & Shareholders’ Equity
              
              $
              91,813
              
              $
              631,378
  **See
          the notes to the financial statements.**
 28
  **USCorp**
 **(an
        Exploration Stage Company)**
 **Statements
        of Operations**
 **For
        the Years Ended September 30, 2006 and September 30, 2005**
 **and
        from Inception, May 1989 through September 30, 2006**
 
 **Inception****30-Sep-06**
              
              **30-Sep-05**
              
              **to
                  Date**General
                  and administrative expenses:Consulting
              
              $
              125,358
              
              $
              362,358
              
              $
              3,251,867Administration
              
              
              289,271
              
              
              156,826
              
              
              3,724,314License
                  expense
              
              
              29,250
              
              
              21,777
              
              
              160,559Professional
                  fees
              
              
              58,322
              
              
              51,508
              
              
              444,449Total
                  general & administrative expenses
              
              
              502,201
              
              
              592,469
              
              
              7,581,189Net
                  loss from operations
              
              
              (502,201
              )
              
              (592,469
              )
              
              (7,581,189
              )Other
                  income (expenses):Interest
                  expense
              
              
              (61,771
              )
              
              (7,953
              )
              
              (80,701
              )Loss
                  on unhedged underlying
              
              
              (273,579
              )
              
              (15,296
              )
              
              (285,832
              )(Loss)
                  gain on mining claim
              
              
              0
              
              
              0
              
              
              (600,000
              )Net
                  loss before provision for income taxes
              
              
              (837,551
              )
              
              (615,718
              )
              
              (8,547,722
              )Provision
                  for income taxes
              
              
              0
              
              
              0
              
              
              0Net
                  loss before extraordinary item
              
              
              (837,551
              )
              
              (615,718
              )
              
              (8,547,722
              )Extraordinary
                  item:Loss
                  on early extinguishment of debt (net of tax)
              
              
              0
              
              
              (12,619
              )
              
              (12,619
              )Net
                  loss
              
              
              ($837,551
              )
              
              ($628,337
              )
              
              ($8,560,341
              )Basic
                  & fully diluted net loss per common share
              
              
              ($0.03
              )
              
              ($0.02
              )Weighted
                  average of common shares outstanding:Basic
                  & fully diluted
              
              
              33,811,557
              
              
              31,082,723
 **See
          the notes to the financial statements.**
  29
  **USCorp**
 **(an
        Exploration Stage Company)**
 **Statements
        of Cash Flows**
 **For
        the Years Ended September 30, 2006 and September 30, 2005**
 **and
        from Inception, May 1989 through September 30, 2006**
 
 **Inception****30-Sep-06**
              
              **30-Sep-05**
              
              **to
                  Date**Operating
                  Activities:Net
                  loss
              
              
              ($837,551
              )
              
              ($628,337
              )
              
              ($8,560,341
              )Adjustments
                  to reconcile net income itemsnot
                  requiring the use of cash:Loss
                  on sale of mining claim
              
              
              0
              
              
              0
              
              
              600,000Consulting
                  fees
              
              
              79,650
              
              
              360,000
              
              
              2,386,142Depreciation
                  expense
              
              
              3,434
              
              
              1,992
              
              
              6,009Interest
                  expense
              
              
              54,164
              
              
              7,953
              
              
              70,051Impairment
                  expense
              
              
              0
              
              
              0
              
              
              2,449,466Loss
                  on early extinguishment of debt (net of tax)
              
              
              0
              
              
              12,619
              
              
              12,619Loss
                  on unhedged underlying
              
              
              273,579
              
              
              15,296
              
              
              288,875Changes
                  in other operating assets and liabilities :Accounts
                  payable and accrued expenses
              
              
              26,196
              
              
              5,786
              
              
              (271,767
              )Net
                  cash used by operations
              
              
              (400,528
              )
              
              (224,691
              )
              
              (3,018,946
              )Investing
                  activities:Purchase
                  of office equipment
              
              
              (7,668
              )
              
              (3,581
              )
              
              (14,249
              )Net
                  cash used by investing activities
              
              
              (7,668
              )
              
              (3,581
              )
              
              (14,249
              )Financing
                  activities:Issuance
                  of common stock
              
              
              0
              
              
              49,817
              
              
              2,138,356Issuance
                  of preferred stock
              
              
              0
              
              
              20,508
              
              
              20,508Issuance
                  of note payable to shareholder
              
              
              0
              
              
              632,935
              
              
              672,935Subscriptions
                  received
              
              
              0
              
              
              0
              
              
              55,175Placement
                  fees
              
              
              0
              
              
              0
              
              
              (1,750
              )Advances
                  received (paid) shareholder
              
              
              (135,603
              )
              
              135,603
              
              
              0Capital
                  contributed by shareholders
              
              
              0
              
              
              0
              
              
              231,544Net
                  cash provided by financing activities
              
              
              (135,603
              )
              
              838,863
              
              
              3,116,768Net
                  increase (decrease) in cash during the fiscal year
              
              
              (543,799
              )
              
              610,591
              
              
              83,573Cash
                  balance at beginning of the fiscal year
              
              
              627,372
              
              
              16,781
              
              
              0Cash
                  balance at September 30th
              
              $
              83,573
              
              $
              627,372
              
              $
              83,573Supplemental
                  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.**
  30
  **USCorp**
 **(an
        Exploration Stage Company)**
 **Statement
        of Changes in Shareholders Equity**
 **From
        Inception, May 1989 to September 30, 2006**
 
 **Common**
              
              **Common**
              
              **Paid
                  in**
              
              **Accumulated**
              
              
              
              **Stock****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Deficit**
              
              **Total**
              
              **Price
                  ***Inception
              
              
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0Issuance
                  of common stock
              
              
              84,688
              
              
              847
              
              
              1,185,153
              
              
              
              
              
              1,186,000
              
              $
              0.07Net
                  income fiscal 1990
              
              
              
              
              
              
              
              
              
              
              
              520,000
              
              
              520,000Balance
                  at September 30, 1990-unaudited
              
              
              84,688
              
              
              847
              
              
              1,185,153
              
              
              520,000
              
              
              1,706,000Net
                  income fiscal 1991
              
              
              
              
              
              
              
              
              
              
              
              1,108,000
              
              
              1,108,000Balance
                  at September 30, 1991-unaudited
              
              
              84,688
              
              
              847
              
              
              1,185,153
              
              
              1,628,000
              
              
              2,814,000Issuance
                  of common stock
              
              
              472
              
              
              5
              
              
              32,411
              
              
              
              
              
              32,416
              
              $
              0.22Net
                  income fiscal 1992
              
              
              
              
              
              
              
              
              
              
              
              466,000
              
              
              466,000Balance
                  at September 30, 1992-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              2,094,000
              
              
              3,312,416Net
                  loss fiscal 1993
              
              
              
              
              
              
              
              
              
              
              
              (3,116,767
              )
              
              (3,116,767
              )Balance
                  at September 30, 1993-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              (1,022,767
              )
              
              195,649Net
                  loss fiscal 1994
              
              
              
              
              
              
              
              
              
              
              
              (63,388
              )
              
              (63,388
              )Balance
                  at September 30, 1994-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              (1,086,155
              )
              
              132,261Net
                  income fiscal 1995
              
              
              
              
              
              
              
              
              
              
              
              (132,261
              )
              
              (132,261
              )Balance
                  at September 30, 1995-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              (1,218,416
              )
              
              0Net
                  loss fiscal 1996
              
              
              
              
              
              
              
              
              
              
              
              0
              
              
              0Balance
                  at September 30, 1996-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              (1,218,416
              )
              
              0
  31
  **USCorp.**
 **(an
        Exploration Stage Company)**
 **** **Statement
        of Changes in Shareholders Equity**
 **From
        Inception, May 1989 to September 30, 2006**
 **(Continued)**
 
 **Common**
              
              **Common**
              
              **Paid
                  in**
              
              **Accumulated**
              
              
              
              **Stock****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Deficit**
              
              **Total**
              
              **Price
                  ***Stock
                  issued for mining claim
              
              
              150,000
              
              
              1,500
              
              
              598,500
              
              
              
              
              
              600,000
              
              $
              0.20Issuance
                  of common stock
              
              
              50,000
              
              
              500
              
              
              59,874
              
              
              
              
              
              60,374
              
              $
              0.06Stock
                  issued for services
              
              
              14,878
              
              
              149
              
              
              29,608
              
              
              
              
              
              29,757
              
              $
              0.10Net
                  loss fiscal 1997
              
              
              
              
              
              
              
              
              
              
              
              (90,131
              )
              
              (90,131
              )Balance
                  at September 30, 1997-unaudited
              
              
              300,038
              
              
              3,001
              
              
              1,905,546
              
              
              (1,308,547
              )
              
              600,000Capital
                  contributed by shareholder
              
              
              
              
              
              
              
              
              58,668
              
              
              
              
              
              58,668Net
                  loss fiscal 1998
              
              
              
              
              
              
              
              
              
              
              
              (58,668
              )
              
              (58,668
              )Balance
                  at September 30, 1998-unaudited
              
              
              300,038
              
              
              3,001
              
              
              1,964,214
              
              
              (1,367,215
              )
              
              600,000Capital
                  contributed by shareholder
              
              
              
              
              
              
              
              
              28,654
              
              
              
              
              
              28,654Net
                  income fiscal 1999
              
              
              
              
              
              
              
              
              
              
              
              (26,705
              )
              
              (26,705
              )Balance
                  at September 30, 1999-unaudited
              
              
              300,038
              
              
              3,001
              
              
              1,992,868
              
              
              (1,393,920
              )
              
              601,949Capital
                  contributed by shareholder
              
              
              
              
              
              
              
              
              22,750
              
              
              
              
              
              22,750Net
                  loss fiscal 2000
              
              
              
              
              
              
              
              
              
              
              
              (624,699
              )
              
              (624,699
              )Balance
                  at September 30, 2000-unaudited
              
              
              300,038
              
              
              3,001
              
              
              2,015,618
              
              
              (2,018,619
              )
              
              0
  32
  **USCorp**
 **(an
        Exploration Stage Company)**
 **Statement
        of Changes in Shareholders Equity**
 **From
        Inception, May 1989 to September 30, 2006**
 **(Continued)**
 
 **Common**
              
              **Common**
              
              **Paid
                  in**
              
              **Accumulated**
              
              
              
              **Stock****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Deficit**
              
              **Total**
              
              **Price
                  ***Issuance
                  of common stock
              
              
              103,535
              
              
              1,035
              
              
              611,943
              
              
              
              
              
              612,978
              
              $
              0.15Issued
                  stock for compensation
              
              
              50,000
              
              
              500
              
              
              19,571
              
              
              
              
              
              20,071
              
              $
              0.04Capital
                  contributed by shareholder
              
              
              
              
              
              
              
              
              21,719
              
              
              
              
              
              21,719Net
                  loss fiscal 2001
              
              
              
              
              
              
              
              
              
              
              
              (654,768
              )
              
              (654,768
              )Balance
                  at September 30, 2001-unaudited
              
              
              453,573
              
              
              4,536
              
              
              2,668,851
              
              
              (2,673,387
              )
              
              0Issued
                  stock to purchase mining claim
              
              
              24,200,000
              
              
              242,000
              
              
              2,207,466
              
              
              
              
              
              2,449,466
              
              $
              0.10Issued
                  shares to employees
              
              
              267,500
              
              
              2,675
              
              
              (2,675
              )
              
              
              
              
              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
              
              
              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
              )
 
 33
 
 **USCorp**
 **(an
        Exploration Stage Company)**
 **Statement
        of Changes in Shareholders Equity**
 **From
        Inception, May 1989 to September 30, 2006**
 **(Continued)**
 
 **Common**
              
              **Common**
              
              **Paid
                  in**
              
              **Accumulated**
              
              
              
              **Stock****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Deficit**
              
              **Total**
              
              **Price
                  ***Issuance
                  of common stock
              
              
              550,000
              
              
              5,500
              
              
              206,500
              
              
              
              
              
              212,000
              
              $
              0.39Issued
                  stock to pay bills
              
              
              1,069,945
              
              
              10,699
              
              
              460,077
              
              
              
              
              
              470,776
              
              $
              0.44Issued
                  stock for services
              
              
              2,118,441
              
              
              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
              )Issuance
                  of common stock
              
              
              150,000
              
              
              1,500
              
              
              46,500
              
              
              
              
              
              48,000
              
              $
              0.32Issued
                  stock for services
              
              
              2,840,000
              
              
              28,400
              
              
              331,600
              
              
              
              
              
              360,000
              
              $
              0.13Issued
                  stock to pay debt
              
              
              400,000
              
              
              4,000
              
              
              50,000
              
              
              
              
              
              54,000
              
              $
              0.14Issuance
                  of warrants
              
              
              
              
              
              
              
              
              1,817
              
              
              
              
              
              1,817Net
                  loss for the fiscal year
              
              
              
              
              
              
              
              
              
              
              
              (628,337
              )
              
              (628,337
              )Balance
                  at September 30, 2005
              
              
              32,921,459
              
              
              329,214
              
              
              7,115,633
              
              
              (7,722,790
              )
              
              (277,943
              )Issued
                  stock for services
              
              
              885,000
              
              
              885
              
              
              78,765
              
              
              
              
              
              79,650
              
              $
              0.09Net
                  loss for the period
              
              
              
              
              
              
              
              
              
              
              
              (837,551
              )
              
              (837,551
              )Balance
                  at September 30, 2006
              
              
              33,806,459
              
              $
              330,099
              
              $
              7,194,398
              
              
              ($8,560,341
              )
              
              ($1,035,844
              )
  ***-
          Price adjusted for splits.**
  **Please
            see the notes to the financial statements.**
  34


**USCorp**


**(an
      Exploration Stage Company)**


**Notes
      to the Financial Statements**


**For
      the Years Ended September 30, 2006 and September 30,
      2005**





**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. In August 1997 the Company
      changed its name to Santa Maria Resources, Inc. In September 2000 the Company
      changed its name to Fantasticon, Inc. and in January 2002 the Company changed
      its name to USCorp.





In
      April
      2002 the Company acquired US Metals, Inc. (“USMetals”), a Nevada corporation, by
      issuing 24,200,000 shares of common stock. US Metals became a wholly owned
      subsidiary of the Company.





The
      Company, through its wholly owned subsidiary, USMetals, owns 141 Lode Mining
      Claims in the Eureka Mining District of Yavapai County, Arizona, called the
      Twin
      Peaks Mine; and through its wholly owned subsidiary Southwest Resource
      Development, Inc., owns 8 Lode and 21 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.





*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.





*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.




35




*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 uses the successful efforts method of accounting for mineral properties.
      Costs incurred to acquire mineral interest in properties, to drill and equip
      exploratory sites within the claims groups are capitalized. Costs to conduct
      exploration and assay work that does not find proved reserves, geological and
      geophysical costs and costs of carrying and retaining unproved sites are
      expensed. Potential mineral properties are periodically assessed for impairment
      of value and a loss will be recognized at the time of impairment.





*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.





*Recent
      accounting pronouncements* :





*Statement
      of Financial Accounting Standards No. 123R, “Share-Based
      Payment”.* In
      December 2004, the FASB issued Statement No. 123R, “Share-Based Payment”.
      SFAS No. 123R is a revision of SFAS No. 123, “Accounting for
      Stock-Based Compensation,” and supersedes APB 25. SFAS No. 123R
      eliminates the option of using the intrinsic value method of accounting
      previously available, and requires companies to recognize in the financial
      statements the cost of employee services received in exchange for awards of
      equity instruments based on the grant date fair value of those awards. The
      effective date of SFAS No. 123R is January 1, 2006 for calendar
      year companies. SFAS No. 123R permits companies to adopt its
      requirements using either a “modified prospective” method, or a “modified
      retrospective” method. Under the “modified prospective” method, compensation
      cost is recognized in the financial statements beginning with the effective
      date, based on the requirements of SFAS No. 123R, for all share-based
      payments granted after that date, and for all unvested awards granted prior
      to
      the effective date of SFAS No. 123R. Under the “modified
      retrospective” method, the requirements are the same as under the “modified
      prospective” method, but it also permits entities to restate financial
      statements of previous periods based on pro-forma disclosures made in accordance
      with SFAS No. 123. The adoption of SFAS No. 123 has no material impact
      on the Company’s results of operations, financial condition, or cash
      flows.




36





*FASB
      Interpretation No. 47, “Accounting for Conditional Asset Retirement
      Obligations”.* In March
      2005, the FASB issued FASB Interpretation (“FIN”) No. 47, “Accounting for
      Conditional Asset Retirement Obligations.” The interpretation clarifies the
      requirement to record abandonment liabilities stemming from legal obligations
      when the retirement depends on a conditional future event. FIN No. 47
      requires that the uncertainty about the timing or method of settlement of a
      conditional retirement obligation be factored into the measurement of the
      liability when sufficient information exists. There was no material impact
      on
      the Company’s results of operations, financial condition, or cash flows.





*Statement
      of Financial Accounting Standards No. 154, “Accounting Changes and Error
      Corrections, a replacement of APB Opinion No. 20 and FASB Statement
      No. 3”.* In May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error
      Corrections, a replacement of APB Opinion No. 20 and FASB Statement
      No. 3”. SFAS No. 154 requires retrospective application to prior
      period financial statements for changes in accounting principle, unless it
      is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. SFAS No. 154 also requires that retrospective
      application of a change in accounting principle be limited to the direct effects
      of the change. Indirect effects of a change in accounting principle should
      be
      recognized in the period of the accounting change. SFAS No. 154 will
      become effective for the Company’s fiscal year beginning January 1, 2006.
      The impact of SFAS No. 154 will depend on the nature and extent of any
      voluntary accounting changes and correction of errors after the effective date,
      but management does not currently expect SFAS No. 154 to have a
      material impact on the Company’s results of operations, financial condition, or
      cash flows.





*Emerging
      Issues Task Force (EITF) Issue 04-13 “Accounting for Purchases and
      Sales of Inventory with the Same Counterparty”.* The
      Emerging Issues Task Force considered Issue No. 04-13 in its May 17,
      2005 and June 16, 2005 meetings to discuss inventory sales to another
      entity in the same line of business from which it also purchases inventory.
      The
      Task Force reached consensus on the issue that purchases and sales of inventory
      with the same counterparty should be combined as a single non-monetary
      transaction (net) and noted factors that may indicate that transactions were
      entered into in contemplation of one another. The Task Force ratified Issue
      No. 04-13 at its September 28, 2005 meeting, which should be applied
      to new arrangements entered into in the first interim or annual reporting period
      beginning after March 15, 2006. The Company does not expect Issue
      No. 04-13 to have a material impact on the Company’s results of operations,
      financial condition, or cash flows.




37





**2.** **Going
        Concern**





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




·
            Complete
                approval process and begin operations extracting Picacho area deposit
                of
                pink Rhyolite as decorative rock.




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




**3.
      Fair values of Financial Instruments**





Cash,
      accounts payable and accrued expenses, note payable to shareholder and advances
      payable to shareholder in the balance sheet are estimated to approximate fair
      market value at September 30, 2006 and September 30, 2005.





**4.
      Net Loss per Share**





The
      Company applies SFAS No. 128, “ *Earnings
      per Share”* to
      calculate loss per share. In accordance with SFAS No. 128, basic net loss per
      share has been computed based on the weighted average of common shares
      outstanding during the years, adjusted for the financial instruments outstanding
      that are convertible into common stock during the years. The effects of the
      preferred warrants convertible into shares of common stock, however, have been
      excluded from the calculation of loss per share because their inclusion would
      be
      anti-dilutive.




38





Loss
      per
      share has been calculated as follows:


**30-Sep-06**
              
              **30-Sep-05**Net
                  loss before cumulative preferred dividend
              
              
              ($837,551
              )
              
              ($628,337
              )Cumulative
                  dividend preferred
              
              
              (13,228
              )
              
              (5,478
              )Net
                  loss
              
              
              ($850,779
              )
              
              ($633,815
              )Weighted
                  average
              
              
              33,811,557
              
              
              31,082,723Basic
                  & fully diluted net loss per common share
              
              
              ($0.03
              )
              
              ($0.02
              )




**5.
      Related Party Transactions**





During
      the fiscal years ended September 30, 2006 and September 30, 2005, the Company
      had outstanding advances from a shareholder. The Company imputed interest of
      9%
      on the outstanding advance balance based on the Company’s current borrowing
      rate, and recorded interest of $4,564 and $6,483, respectively, in the statement
      of operations.





In
      September 2005, the Company issued a promissory note to a shareholder and
      received proceeds of $635,663. The note requires the Company to pay the
      shareholder 1,634 ounces of Gold Bullion (.999 pure) in September 2007. The
      note
      is unsecured and carries interest of 9%. As a result of the transaction, the
      Company recorded interest expense of $57,210 in fiscal year 2006 and $470 in
      fiscal year 2005 and a loss on the underlying derivative gold contract of
      $273,579 in fiscal year 2006 and $15,296 in fiscal year 2005 in the statement
      of
      operations.





**6.
      Gold Bullion Promissory Note**





In
      September 2005, the Company issued a promissory note to a shareholder and
      received proceeds of $635,663. The note requires the Company to pay the
      shareholder 1,634 ounces of Gold Bullion (.999 pure) in September 2007. As
      a
      result of the transaction, the Company recorded interest expense of $57,210
      in
      fiscal year 2006 and $470 in fiscal year 2005 and a loss on the underlying
      derivative gold contract of $273,579 in fiscal year 2006 and $15,296 in fiscal
      year 2005 in the statement of operations.




The
      loss
      through September 30, 2006 on the underlying derivative gold contract has been
      calculated as follows.





Carrying
                value of loan
            
            $
            693,343Fair
                value of loan
            
            
            979,175Life
                to date loss on unhedged underlying derivative
            
            
            ($285,832
            )





39





**7.
      Equipment**





A
      summary
      of equipment is as follows:





**30-Sep-06**
            
            **30-Sep-05**Office
                equipment
            
            $
            14,249
            
            $
            6,581Accumulated
                depreciation
            
            
            (6,009
            )
            
            (2,575
            )Net
                equipment
            
            $
            8,240
            
            $
            4,006




**8.
      Issuances of Common stock**





During
      fiscal year 2005, the Company issued 150,000 shares of common stock and received
      proceeds of $48,000.





During
      fiscal year 2005, the Company issued 2,840,000 shares of common stock to
      consultants for services rendered.





During
      fiscal year 2005, the Company issued 400,000 shares of common stock to creditors
      to settle outstanding debt.





During
      fiscal year 2006, the Company issued 885,000 shares of common stock to
      consultants for services rendered.





**9.
      Issuance of Preferred Stock**





In
      June
      2004, the Company offered a private placement of 6 million units. Each unit
      of
      the private placement contained one share of preferred stock and one warrant
      at
      a price of $0.50 per unit. The offer terminated 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
      three-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 accumulate dividends at the rate of 10% per annum of the
      purchase price of $0.50, or $0.05 per year. 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.




40





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 preferred 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.





The
      Company sold 155,000 units and received net proceeds of $71,982. The company
      allocated $1,817 of the proceeds received to equity representing the estimated
      value of the preferred stock warrants.





The
      Company applied the Black-Scholes option pricing model to determine the fair
      value of the detachable preferred stock warrants issued in fiscal year 2005.
      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.





The
      following is a summary of preferred stock warrants outstanding at September
      30,
      2006.





Wgtd
                Avg
            
            Wgtd
                YearsAmount
            
            Exercise
                Price
            
            to
                MaturityOutstanding
                at September 30, 2004
            
            
            0Issued
            
            
            155,000Outstanding
                at September 30, 2005
            
            
            155,000
            
            $
            0.50
            
            
            2.29Issued
            
            
            0Outstanding
                at September 30, 2006
            
            
            155,000
            
            $
            0.50
            
            
            1.55




**10.
      Income Tax Provision**




Provision
        for income taxes is comprised of the following:


**30-Sep-06**
            
            **30-Sep-05**Net
                loss before provision for income taxes
            
            
            ($502,201
            )
            
            ($615,718
            )Current
                tax expense:Federal
            
            $
            0
            
            $
            0State
            
            
            0
            
            
            0Total
            
            $
            0
            
            $
            0Less
                deferred tax benefit:Timing
                differences
            
            
            (2,315,089
            )
            
            (2,111,196
            )Allowance
                for recoverability
            
            
            2,315,089
            
            
            2,111,196Provision
                for income taxes
            
            $
            0
            
            $
            0




41




A
        reconciliation of provision for income taxes at the statutory rate to provision
        for
        income taxes at the Company’s effective tax rate is as
        follows:




Statutory
                U.S. federal rate
            
            
            34
            %
            
            34
            %Statutory
                state and local income tax
            
            
            10
            %
            
            10
            %Less
                allowance for tax recoverability
            
            
            -44
            %
            
            -44
            %Effective
                rate
            
            
            0
            %
            
            0
            %




Deferred
                income taxes are comprised of the following:Timing
                differences
            
            $
            2,315,089
            
            $
            2,111,196Allowance
                for recoverability
            
            
            (2,315,089
            )
            
            (2,111,196
            )Deferred
                tax benefit
            
            $
            0
            
            $
            0




Note:
          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.


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





There
      are
      no changes or disagreements with accountants on accounting and financial
      disclosure.





ITEM
      8A.
      CONTROLS AND PROCEDURES





(a)
      Evaluation of disclosure and controls and procedures. Our Chief Executive
      Officer and Acting Chief Financial Officer have evaluated the effectiveness
      of
      the design and operation of our disclosure controls and procedures as of
      September 30, 2006. 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.





(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, 250,000,000
      shares of $.001 par value Series B Common Stock. Effective November 17, 2004,
      the Company amended its Articles of Incorporation to create a new series of
      $.001 par value common stock in the amount of 250,000,000 shares.




42





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
            
            65
            
            Chief
                Executive Officer, acting Chief Financial Officerand
                ChairmanLarry
                Dietz
            
            59
            
            President,
                Secretary, Treasurer and DirectorCarl
                W. O’Baugh
            
            75
            
            DirectorJudith
                Ahrens
            
            66
            
            Director





Directors
      hold office until the next annual shareholders meeting or until their death,
      resignation, retirement, removal, disqualification, or until a successor has
      been elected and qualified. Vacancies in the Board are filled by majority vote
      of the remaining directors. Officers of the Company serve at the will of the
      Board of Directors.





BUSINESS
      EXPERIENCE OF CURRENT DIRECTORS AND OFFICERS AS OF SEPTEMBER 30,
      2006





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
      Secretary-Treasurer since June 2006 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 15% of his time to
      USCorp





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.





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.





(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.




43





(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, 2006 its officers, directors, and greater than ten-percent
      beneficial owners complied with all applicable filing
      requirements.





ITEM
      10.
      EXECUTIVE AND DIRECTOR COMPENSATION





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





ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
      following table sets forth certain information regarding the beneficial
      ownership of UScorp’s Class A Common Stock by each person or group that is known
      by UScorp to be the beneficial owner of more than five percent of its
      outstanding Common Stock, each director of USCorp, each person named in the
      Summary Compensation Table, and all directors and executive officers of USCorp
      as a group as of December 20, 2006. Unless otherwise indicated, USCorp
      believes that the persons named in the table below, based on information
      furnished by such owners, have sole voting and investment power with respect
      to
      the Class A Common Stock beneficially owned by them, where applicable. As
      of December 20, 2006, there were 33,806,461 shares
      of
      Class A Common Stock issued and outstanding.


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
              
              7,595,525
              
              22.47%Common
              
              Dultz
                  Family Trust, Robert Dultz Trustee (1)
                c/o
                  USCorp,
                4535
                  W. Sahara Ave., Suite 204,
                Las
                  Vegas, NV 89102
              
              10,000,000
              
              29.58%Common
              
              Larry
                  Dietz (1) c/o USCorp,
                4535
                  W. Sahara Ave., Suite 204,
                Las
                  Vegas, NV 89102
              
              51,000
              
              0.15%Common
              
              Carl
                  O’Baugh (1) c/o USCorp,
                4535
                  W. Sahara Ave., Suite 204,
                Las
                  Vegas, NV 89102
              
              50,250
              
              0.15%Common
              
              Judith
                  Ahrens (1) c/o USCorp,
                4535
                  W. Sahara Ave., Suite 204,
                Las
                  Vegas, NV 89102
              
              50,000
              
              0.15%Common
              
              Officers,
                  Directors and Affiliates as a group
              
              17,746,775
              
              52.50%(5
                  individuals)




ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





The
      Company is provided office equipment and space by the chief executive officer
      and majority shareholder.




44





PART
      IV





ITEM
      13.
      EXHIBITS





(A)
      EXHIBITS





14.1
            
            Code
                of Ethics for Chief Executive Officer and Senior Financial
                Officers*23.1
            
            Consent
                of Geological Support Services, LLC31.1
            
            Certification
                Pursuant to Section 302 of the Sarbanes Oxley Act of
                200232.1
            
            Certification
                Pursuant to Section 906 of the Sarbanes Oxley Act of
                2002





*
      Previously filed





ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
      Audit
      Committee has adopted a policy regarding the retention of the independent
      auditors that requires pre-approval of all services by the Audit Committee
      or
      the Chairman of the Audit Committee. When services are pre-approved by the
      Chairman of the Audit Committee, notice of such approvals is given
      simultaneously to the other members of the Audit Committee.





The
      Audit
      Committee has reviewed and discussed the fees paid to Donahue Associates, LLC
      for the reports covering fiscal 2005 and 2006 for audit, audit-related, tax
      and
      other services.





The
      Audit
      Committee has reviewed and discussed the audited financial statements with
      the
      Company’s management; and discussed with Donahue Associates, LLC, independent
      auditors for the Company, the matters required to be discussed by Statement
      on
      Auditing Standards No. 61, Communication with Audit Committees, as
      amended.





The
      aggregate fees billed for the fiscal years ended September 30, 2005 and
      September 30, 2006 for professional services rendered by Donahue Associates,
      LLC
      for the audit of the Company’s financial statements were $5,050 for fiscal 2005
      and $6,300 for audit and quarterly review of interim financial statements filed
      on Form 10QSB, respectively, for fiscal 2006.





Audit-Related
      Fees





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





Tax
      Fees





Since
      March 19, 2005 Donahue Associates, LLC has not provided any professional
      services for tax compliance, tax advice and tax planning.





Other
      Fees





No
      other
      fees were paid to Donahue Associates, LLC.




45




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.Dated: December
                29, 2006
            By:
            /s/ Larry
              DietzLarry
                DietzPresident,
                Secretary-Treasurer and Director




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 Executive Officer
            
            December
                29, 2006Robert
                Dultz
            
            and
                acting Chief Financial Officer/s/
                Larry Dietz
            
            President,
                Secretary-Treasurer
            
            December
                29, 2006Larry
                Dietz
            
            and
                Director/s/
                Carl O’Baugh
            
            Director
            
            December
                29, 2006Carl
                O’Baugh/s/
                Judith Ahrens
            
            Director
            
            December
                29, 2006Judith
                Ahrens




46










47