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, 2001

                                       OR

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

                        Commission File Number: 000-19061

                                     USCORP
                          (Formerly FANTASTICON, INC.)
             (Exact name of registrant as specified in its charter)

                Nevada                                 87-0403330
     (State or other jurisdiction of                (I.R.S. Employer
    incorporation 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:

                                                     Names of each exchange
     Title of Each Class                              on which registered
     -------------------                              -------------------
             None                                            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 [_] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State the issuer's revenues for its most recent fiscal year.  $0.0

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price of such stock, as of a specified date within the past 60
days. As of December 31, 2001, the value of such stock was $337,938.14.
<PAGE>

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Recent Developments.

Except as set forth herein or otherwise in this Form 10-KSB, information
presented here is as of September 30, 2001.

On January 14, 2002 at a Special meeting of the Shareholders of the Company the
merger of FANTASTICON.COM, INC., (Delaware), MADMAN BACKSTAGE PRODUCTIONS, INC.
and IMPACT INTERACTIVE, INC. (collectively "FM&I") into FANTASTICON.COM, INC.,
(Nevada), and that certain Earn Out Agreement between the Company, Michael Lee,
the Management of the Company and the Shareholders of FM&I was rescinded and
unwound in its entirety by majority vote of the Shareholders of the Company. The
Shareholders determined that the terms and conditions of said merger and said
Earn Out Agreement had not been met by the parties. It was the consensus of the
Shareholders that the then current officers and directors of the Company had
abandoned the Company and its business as evidenced by the fact that they have
been evicted from the corporate offices and the corporate telephone numbers had
been disconnected; they have abandoned their corporate responsibilities and
failed to prepare and file corporate diligence documents with state, federal and
securities regulatory agencies; and they have failed to perform their fiduciary
duties and responsibilities.

It was the consensus of the Shareholders that the business of the Company is
financially unviable. The Shareholders agreed it was therefore incumbent upon
them to take the actions necessary to preserve the legal status of the Company,
the trading status of the common stock of the Company and to locate a viable
business for the Company to pursue. 6,025,000 of the shares issued and held in
escrow under the Merger Agreement and Earn Out Agreement were canceled and
returned to the treasury stock of the Company by vote of a majority of the
Shareholders of the then issued and outstanding stock of the Company and
resolution of the Board of Directors.

     In connection with the rescission of the Merger, Fantasticon changed its
name to USCorp, pursuant to the Articles of Amendment to the Articles of
Incorporation of the Company filed on January 23, 2002 with the Secretary of
State of the State of Nevada. Effective from January 15, 2002, the Company's
temporary executive offices are located at 4535 W. Sahara Ave. Suite 204 Las
Vegas NV 89102, and its telephone number is (760) 933-4034.

     Also in connection with the rescission of the Merger, by majority vote of
the Shareholders the former officers and directors of the Registrant have been
replaced and Interim Officers and Board members have been elected. Larry Dietz
has been elected a director and President, Spencer Eubank has been elected a
director and Secretary-Treasurer, and Carl W. O'Baugh has been elected Vice
President and a director of USCorp. Mr. Dietz and Mr. O'Baugh are former
officers and directors of a predecessor of the Company.


                                       1
<PAGE>


The Company has entered into a non-binding letter of intent to acquire a mining
exploration and development company currently holding leases to mining claims in
Arizona. This acquisition has not been consummated as of the date of this
report.

     The Company was originally incorporated as The Movie Greats Network, Inc.
on May 22, 1989 under the laws of the State of Nevada. Effective August 4, 1992,
the Company changed its name to Program Entertainment Group, Inc. Effective
August 5, 1997 the Company again changed its name to Santa Maria Resources, Inc.
The Company entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of September 1, 2000 by and among Santa Maria Resources,
Inc. and Fantasticon.com, Inc., a Nevada Company ("Merger Sub"), and
Fantasticon.com, Inc., a Delaware Company ("Fantasticon.com DL") Madman
Backstage Productions, Inc., a Michigan Company ("Madman"), and Impact
Interactive, Inc., a Michigan Company ("Impact"). Pursuant to the Merger
Agreement, on October 2, 2000 the Company amended its articles of incorporation,
thereby changing its name to Fantasticon, Inc. On October 12, 2000, pursuant to
the Merger Agreement, Fantasticon.com DL, Madman and Impact merged with and into
Merger Sub (the "Merger"), with Merger Sub surviving as the wholly-owned
subsidiary of the Company and successor to the businesses of Fantasticon.com DL,
Madman and Impact. Pursuant to the Merger Agreement, the Company effected a 1:2
reverse split of its outstanding capital stock that became effective October 12,
2000.

Description of Our Former Business.

     The Company commenced its operations in 1989 as a syndicator of motion
pictures and television programming for its "network" of television stations
across the United States. In 1994 the Company ceased operations and consequently
wrote off all of its assets, which consisted mainly of motion picture rights and
prints and liabilities, consisting of various accounts payable. The write off of
assets and liabilities resulted in a net loss in fiscal year 1994-1995 of
$132,261.

     In 1995 the Company terminated all business operations and remained
inactive until 1997 when certain shareholders of the Company restructured the
Company as a mining company and changed its name to Santa Maria Resources, Inc.
("Santa Maria"). The primary purpose of Santa Maria was to acquire mineral
properties, or the rights to explore, develop and mine and extract mineral
properties, initially in the U.S. As such, Santa Maria engaged management
personnel, acquired the mineral properties discussed herein and paid the
incidental expenses of the Company's limited operations. The discussion below
does not address the activities of the Company prior to 1997.


                                       2
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY


     Effective October 12, 2000, the Company's principal executive offices were
moved to 17117 W. Nine Mile Road, Suite 1515, Southfield, MI 48075, and its
telephone number changed to (248) 569-3188. The Company operated from leased
premises. Effective January 14, 2002, the Company's principle executive offices
were moved temporarily to 4535 W. Sahara Ave., Suite 204, Las Vegas, NV 89102
and its telephone number changed to (702) 933-4034.


ITEM 3.  LEGAL PROCEEDINGS

     During the fiscal year ended September 30, 2001, the Company was not a
party to legal proceedings requiring disclosure pursuant to the instructions to
this item, 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

     The Company believes that no matters were put the the vote of the
shareholders during the fourth quarter of the Company's fiscal year ended the
September 30,2001.



                                       3
<PAGE>

                                     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. The
Company's shares originally began trading on December 20, 1993 under the symbol
"PREG." On August 19, 1997 the Company changed its trading symbol to "SMRR," and
as of October 17, 2000, the Company's current trading symbol is "FTST."

     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. All figures in the following table have been adjusted to
reflect a 1-for-10 reverse split of the Company's Shares in November 1997, and a
1-for-2 reverse split of the Company's Shares in October 2000. These quotations
represent inter-dealer prices without retail mark-up, mark-down or commission
and may not represent actual transactions:

     PERIOD                                          HIGH          LOW

     Quarter ended December 31, 1999               $   0.04     $  0.0313
     Quarter ended March 30, 2000                  $ 0.1875     $  0.0313
     Quarter ended June 30, 2000                   $    0.5     $    0.05
     Quarter ended September 30, 2000              $   1.65     $   0.281
     Quarter ended December 31, 2000               $   1.75     $   0.312
     Quarter ended March 30, 2001                  $    0.5     $     0.2
     Quarter ended June 30, 2001                   $  0.187     $    0.12
     Quarter ended September 30, 2001              $   0.12     $   0.045
     Quarter ended December 31, 2001               $   0.06     $   0.032

     On January 28, 2002 the reported closing price for the Company's common
stock was $0.035 per share; there were approximately 178 record holders of the
Company's shares.

     The Company has not paid any dividends and there are presently no plans to
pay any such dividends in the foreseeable future. The declaration and payment of
dividends in the future will be determined by the Board of Directors in light of
conditions then existing, including earning, financial condition, capital
requirements and other factors. There are no contractual restrictions on the
Company's present or future ability to pay dividends. Further, there are no
restrictions on any of the Company's subsidiaries which would, in the future,
adversely affect the Company's ability to pay dividends to its shareholders.


Recent Sales of unregistered securities.

     Current management believes that the only unregistered securities issued by
Fantasticon during the fiscal year ended September 30, 2001 were those reported
in 8-K, 10-KSB and 10-QSB filings during the fiscal year ended September 30,
2001: 6.5 million shares issued pursuant to the Merger, and on December 28,
2000, Fantasticon's board of directors approved the issuance of a total of
350,000 shares of common stock to various third party consultants to the Company
and a total of 150,000 shares of common stock to the three members of the
Company's board of directors effective January 2, 2001: 50,000 shares to Henry
Mayers, 50,000 shares to Rebecca David and 50,000 shares to David Rubenstein.


                                       4
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

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, licensing
requirements or telecommunications standards, (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.


                                       5
<PAGE>


As of the date of this annual report the Company may be considered a "shell"
company. The Merger Agreement entered into in September 2000 and described in
Item 1. Has been rescinded. As of the date of this annual report the Company has
no business operations or assets. There can be no assurance that the Company
will be able to enter into a merger or acquisition agreement which will provide
it with assets or an ongoing business. If such an agreement is entered into it
is likely that shareholders of the Company will suffer significant dilution in
their shareholdings and that they will not have the opportunity to vote upon any
such transaction.

     The Company is a "development stage" company. During the fiscal year ended
September 30, 2001, the Company's operations centered around the development of
its internet based entertainment business (see "Description of Our Former
Business" above). During the fiscal year, the Company did not commence
commercially viable operations. The annual operating costs incurred to date were
primarily for the maintenance of the website and general and administrative
expenses in anticipation of introducing a successful entertainment product.

Discussion of Financial Condition.

     As a result of the loss of assets, as of September 30, 2001 the Company had
total assets of $ 0 with total liabilities of $0 (compared with $0 and $643,186
respectively for September 30, 2000).

     In December 2000, the Company effected an initial closing on a private
placement of Common Stock to accredited investors. In connection with the
initial closing the Company issued 560,365 shares of Common Stock and Warrants
to purchase an additional 124,626 shares, for an aggregate consideration of
approximately $560,000. The Company expects to require significant additional
funds in order to locate and acquire a viable business. At present, the Company
has not identified any source for such funding. Based upon available cash on
hand, management is of the opinion that, without additional financing, the
Company will not have adequate funds available to meet its cash needs for the
next three (3) months.




                                       6
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          Index to Financial Statements


Independent Auditors' Report................................F-1

Audited Financial Statements -

       Balance Sheets.......................................F-2

       Statements of Operations.............................F-3

       Statements of Changes in Shareholders' Equity........F-4 - F-6

       Statements of Cash Flows.............................F-7

       Notes to Financial Statements........................F-8






                                       7
<PAGE>


                           INDEPENDENT AUDITORS REPORT

The Shareholders
USCorp
4535 W. Sahara Ave. Suite 204
Las Vegas, Nevada 89102

I have audited the accompanying balance sheet of USCorp (formerly Fantasticon,
Inc.) as of September 30, 2001, 2000, and 1999 and the related restated
statements of income and changes in stockholders' equity, and cash flows for the
years then ended. These financial statements are the responsibility of
management. My responsibility is to express an opinion on these financial
statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of USCorp, a development stage
company, for the dates indicated above and the results of operations,
stockholders' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles consistently applied.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered losses from operations and has a
lack of net capital that raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/ Henry Schiffer
----------------------
Henry Schiffer
Certified Public Accountant
Beverly Hills, California
January 23, 2002

                                       F-1
<PAGE>


<TABLE>
<CAPTION>
                                     USCORP
                          (a Development Stage Company)
       (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                                  BALANCE SHEETS
                       AS OF THE YEAR ENDED SEPTEMBER 30th



                                                          9/30/01          9/30/00         9/30/99
                                                        ------------    ------------    -------------
<S>                                                     <C>             <C>             <C>
ASSETS
  Current assets:
     Cash                                               $          0    $          0    $      43,186
                                                        ------------    ------------    -------------
         Total Current Assets                                      0               0           43,186

  Other asset:
     Mining claims                                                 0               0          600,000
                                                        ------------    ------------    -------------

              Total Assets                              $          0    $          0    $     643,186
                                                        ============    ============    =============

LIABILITIES & STOCKHOLDERS' EQUITY

  Current liabilities:
     Payable to stockholder                             $          0    $          0    $      41,237
                                                        ------------    ------------    -------------

         Total Current Liabilities                                 0               0           41,237
                                                        ------------    ------------    -------------
  Stockholders' Equity:
     Common stock, $.01 par value; authorized
     100,000,000 shares, issued, and outstanding
     3,000,291 at September 30, 1999 and 2000
     10,560,657 at September 30, 2001                        105,605           6,001            6,001
     Additional paid in capital                            2,567,779       2,012,618        1,989,868
     Retained deficit                                     (1,767,567)     (1,218,416)      (1,218,416)
     Retained deficit during the development stage          (905,817)       (800,203)        (175,504)
                                                        ------------    ------------    -------------
            Total stockholders' equity                             0               0          601,949
                                                        ------------    ------------    -------------

              Total Liabilities & Stockholders' Equity  $          0    $          0    $     643,186
                                                        ============    ============    =============
</TABLE>



Please see the notes to the financial statements.

                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                                   USCORP
                         (a Development Stage Company)
         (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                            STATEMENTS OF OPERATIONS
                     FOR THE YEARS ENDED SEPTEMBER 30th


                                               9/30/01          9/30/00        9/30/99
                                             ------------    ------------   -------------
<S>                                          <C>             <C>            <C>
Net sales                                    $          0    $          0   $           0
Less cost of sales                                      0               0               0
                                             ------------    ------------   -------------

Gross profit                                            0               0               0

Administrative expenses:
   Consulting                                           0           8,847          10,788
   Geology                                              0               0           1,760
   Rent                                                 0           4,111          14,820
   Communications                                       0           3,133             687
   Office administration                                0           8,608             599
                                             ------------    ------------   -------------

Total administrative expenses                           0          24,699          28,654

Loss from Operations                                    0         (24,699)        (28,654)

Other Income (expenses):
    Loss on sale of mining claim                        0        (600,000)              0
    Interest income                                     0               0           1,949
    Interest expense                                    0               0               0
                                             ------------    ------------   -------------

Net Loss before income tax provision                    0        (624,699)        (26,705)

Provision for income taxes                              0               0               0
                                             ------------    ------------   -------------

Net Loss                                     $          0    $   (624,699)  $     (26,705)
                                             ============    ============   =============

Earnings per common share:
Basic                                        $          0    $    (  0.10)  $     (  0.00)

Weighted average of common shares:
Basic                                          10,560,567       6,000,583       6,000,583
</TABLE>


Please see the notes to the financial statements.

                                       F-3

<PAGE>
<TABLE>
<CAPTION>
                                  USCORP
                         (a Development Stage Company)
         (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                  STATEMENT OF CHANGES IN SHAREHOLDER EQUITY
              FROM INCEPTION (MAY 22, 1989) TO SEPTEMBER 30, 2001


                                                                          Additional
                                               Common         Common        Paid in       Unearned       Retained
                                               Shares         Amount        Capital     Compensation     Deficit        Total
                                            -----------    -----------    -----------   ------------   -----------   -----------
<S>                                         <C>            <C>            <C>           <C>            <C>           <C>

Inception                                             0    $         0    $         0                  $         0   $         0

Shares issued for Axiom                       4,470,000          5,000         16,000                     (376,000)     (355,000)

Issuance of common stock                     12,700,000         12,000      1,153,000       (63,000)                   1,102,000

Amortization of unearned compensation                                                         4,000                        4,000

Net income for the fiscal year 1990                                                                        955,000       955,000
                                            -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1990                    17,170,000         17,000      1,169,000       (59,000)       579,000     1,706,000

Amortization of unearned compensation                                                        14,000                       14,000

Net income for the fiscal year 1991                                                                      1,094,000     1,094,000
                                            -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1991                    17,170,000         17,000      1,169,000       (45,000)     1,673,000     2,814,000

Issuance of common stock                        150,000            335         32,081                                     32,416

Amortization of unearned compensation                                                        14,000                       14,000

Net income for the fiscal year 1992                                                                        452,000       452,000
                                            -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1992                    17,320,000         17,335      1,201,081       (31,000)     2,125,000     3,312,416

Amortization of unearned compensation                                                        31,000                       31,000

Net loss for the fiscal year 1993                                                                       (3,147,767)   (3,147,767)
                                            -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1993                    17,320,000         17,335      1,201,081             0     (1,022,767)      195,649
</TABLE>


                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                                  USCORP
                         (a Development Stage Company)
         (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                  STATEMENT OF CHANGES IN SHAREHOLDER EQUITY, Continued
              FROM INCEPTION (MAY 22, 1989) TO SEPTEMBER 30, 2001


                                                                          Additional
                                               Common         Common        Paid in       Unearned       Retained
                                               Shares         Amount        Capital     Compensation     Deficit        Total
                                            -----------    -----------    -----------   ------------   -----------   -----------
<S>                                         <C>            <C>            <C>           <C>            <C>           <C>
Balance at March 31, 1993                    17,320,000    $    17,335    $ 1,201,081   $         0    $(1,022,767)      195,649

Net loss for the fiscal year 1994                                                                          (63,388)      (63,388)
                                            -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1994                    17,320,000         17,335      1,201,081             0     (1,086,155)      132,261

Net loss for the 18 mos. ended 9/30/95                                                                    (132,261)     (132,261)
                                            -----------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 1995                17,320,000         17,335      1,201,081             0     (1,218,416)            0

Net loss for the fiscal year 1996                                                                                0             0
                                            -----------    -----------    -----------   -----------    -----------   -----------
Balance at September 30, 1996                17,320,000         17,335      1,201,081             0     (1,218,416)            0

1 for 10 reverse stock split                (15,616,982)       (15,632)        15,632                                          0

Stock issued for mining claim                 3,000,000          3,000        597,000                                    600,000

Issuance of common stock                      1,000,000          1,000         59,374                                     60,374

Stock issued for services                       297,565            298         29,459                                     29,757

Net loss for the fiscal year 1997                                                                          (90,131)      (90,131)
                                           ------------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 1997                 6,000,583          6,001      1,902,546             0     (1,308,547)      600,000

Capital contributed by stockholder                                             58,668                                     58,668

Net loss for the fiscal year 1998                                                                          (58,668)      (58,668)
                                           ------------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 1998                 6,000,583          6,001      1,961,214             0     (1,367,215)      600,000
</TABLE>

                                       F-5

<PAGE>
<TABLE>
<CAPTION>
                                  USCORP
                         (a Development Stage Company)
         (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
             STATEMENT OF CHANGES IN SHAREHOLDER EQUITY, Continued
              FROM INCEPTION (MAY 22, 1989) TO SEPTEMBER 30, 2001

                                                                          Additional
                                               Common         Common        Paid in       Unearned       Retained
                                               Shares         Amount        Capital     Compensation     Deficit        Total
                                            -----------    -----------    -----------   ------------   -----------   -----------
<S>                                         <C>            <C>            <C>           <C>            <C>           <C>
Balance at September 30, 1998                 6,000,583    $     6,001    $ 1,961,214   $         0    $(1,367,215)   $  600,000

Capital contributed by stockholder                                             28,654                                     28,654

Net loss for the fiscal year 1999                                                                          (26,705)      (26,705)
                                           ------------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 1999                 6,000,583          6,001      1,989,868             0     (1,393,920)      601,949

Capital contributed by stockholder                                             22,750                                     22,750

Net loss for the fiscal year 2000                                                                         (624,699)     (624,699)
                                           ------------    -----------    -----------   -----------    -----------   -----------


Balance at September 30, 2000                6,000,583    $      6,001    $ 2,012,618   $         0    ($2,018,619)  $         0

Adjustment to correct par value error                           54,004                                                    54,004

1 for 2 reverse stock split                 (3,000,291)        (30,002)        30,002                                          0

Stock issued for Acquisition of Subsidiary   6,500,000          65,000        (65,000)                                         0

Expired Warrants                              (130,251)          1,302         (1,302)                                         0

Issuance of common stock                       586,120           5,861        554,671                                    560,532

Stock issued for compensation                  500,000           5,000         15,071                                     20,071

Capital contributed by stockholder                                             21,719                                     21,719

Net loss for the fiscal year 2000                                                                                0             0
                                           ------------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 2001               10,586,412    $   107,166    $ 2,567,779   $         0    ($2,018,619)  $    656,326

                                           ============    ===========    ===========   ===========    ===========   ===========
</TABLE>


Please see the notes to the financial statements.

                                       F-6
<PAGE>

<TABLE>
<CAPTION>
                                   USCORP
                         (a Development Stage Company)
         (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                            STATEMENT OF CASH FLOWS
                     FOR THE YEARS ENDED SEPTEMBER 30th


                                                          9/30/01          9/30/00        9/30/99
                                                        ------------    ------------   -------------
<S>                                                     <C>             <C>            <C>
Operating Activities:
  Net Loss                                              $          0    $  (624,699)   $    ( 26,705)
  Adjustments to reconcile net income items
    not requiring the use of cash:
     Loss on sale of mining claim                                  0        600,000                0
     Stock issued for services                                     0              0                0
                                                        ------------    ------------   -------------
Net cash used by operations                                        0        (24,699)         (26,705)

Financing Activities:
     Payable to stockholder                                        0        (41,237)               0
     Issuance of common stock                                      0              0                0
     Contributed capital by stockholder                            0         22,750           28,654
                                                        ------------    ------------   -------------
Net cash provided by financing activities                          0        (18,487)          28,654
                                                                         ----------      ----------

Net increase (decrease) in cash during the period                  0        (43,186)           1,949

Cash balance at beginning of period                                0         43,186           41,237
                                                        ------------    ------------   -------------

Cash balance at end of period                           $          0    $         0    $      43,186
                                                        ============    ============   =============

Supplemental disclosures of cash flow information:
     Interest paid during the fiscal year               $          0    $         0    $           0
     Income taxes paid during the fiscal year           $          0    $         0    $           0
</TABLE>



Please see the notes to the financial statements.

                                       F-7

<PAGE>


                                     USCorp
                          (a Development Stage Company)
       (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                        Notes to the Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business- USCorp (the "Company") is a publicly held corporation
formed in May 1989 in the state of Nevada as The Movie Greats Network, Inc. On
August 4, 1992, the Company changed its name to the Program Entertainment Group,
Inc. and on August 5, 1997 the Company changed its name to Santa Maria
Resources, Inc., in September 2000 the Company changed its name to Fantasticon,
Inc., and on January 23, 2002 the company changed its name to USCorp. The
Company ceased business operations and became inactive in 1994 and wrote off all
of its assets. In 1997, the Company recommenced operations and acquired certain
mining claims in the State of Arizona. In September 2000, the Company changed
its name to Fantasticon Inc. and acquired all of the issued and outstanding
stock of Fantasticon.com, Inc., a Nevada Corporation.

In October 2000, pursuant to an agreement signed in September 2000, the
Company's wholly owned subsidiary, Fantasticon.com, Inc., a Nevada corporation,
merged with Fantasticon.Com, Inc., a Delaware corporation, Madman Backstage
Productions, Inc, and Impact Interactive, Inc. Pursuant to the agreement, Santa
Maria Resources Inc. changed its name to Fantasticon Inc. and effected a 1:2
reverse split of its common stock. As a condition of the agreement, Santa Maria
divested itself of its business operations prior to the merger. The merger has
been accounted for as a reverse acquisition of the Company by Fantasticon.Com,
Inc., which was deemed the accounting acquirer. Accordingly, equity has been
restated to reflect the number of shares outstanding after the merger. The
statement of operations presented for the years ended September 30, 2001 and
2000 and the balance sheet presented at September 30, 2001 represent the results
of operations and financial position of Fantasticon.Com, Inc. only. The
historical business of Santa Maria was discontinued prior to the merger.

The Company, through its wholly owned subsidiary, Fantasticon.com, Inc (Nevada)
was a multi-media developer and online entertainment company that operated an
Internet-based entertainment community at www.Fantasticon.Com. The web site
offered content about science fiction, television, action adventure movies,
comic books, and video games. Its operations were located in Southfield,
Michigan. The business operations of Fantasticon.com, Inc. ceased in July 2001.

On January 14, 2002 at a Special meeting of the Shareholders of the corporation
the merger of FANTASTICON.COM, INC., (Delaware), MADMAN BACKSTAGE PRODUCTIONS,
INC. and IMPACT INTERACTIVE, INC. (collectively "FM&I") into FANTASTICON.COM,
INC., (Nevada), and that certain Earn Out Agreement between the Company, Michael
Lee, the Management of the Company and the Shareholders of FM&I was rescinded
and unwound in its entirety. The Shareholders determined that the terms and
conditions of said merger and said Earn Out Agreement had not been met by the
parties. 6,025,000 of the shares issued and held in escrow under the Merger
Agreement and Earn Out Agreement were canceled and returned to the treasury
stock of the Corporation.

                                      F-8
<PAGE>


                                    USCorp
                          (a Development Stage Company)
       (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                        Notes to the Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

It was the consensus of the Shareholders that the then current officers and
directors of the Company had abandoned the Corporation and its business as
evidenced by the fact that they have been evicted from the corporate offices and
the corporate telephone numbers had been disconnected; they have abandoned their
corporate responsibilities and failed to prepare and file corporate diligence
documents with state, federal and securities regulatory agencies; and they have
failed to perform their fiduciary duties and responsibilities.

It was the consensus of the Shareholders that the business of the Company is
financially unviable. The Shareholders agreed it was therefore incumbent upon
them to take the actions necessary to preserve the legal status of the
Corporation, the trading status of the common stock of the corporation and to
locate a viable business for the Company to pursue.

Principles of Consolidation: The consolidated financial statements include the
accounts of the Company and it's wholly owned subsidiary. All significant
inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates- The preparation of the financial statements in conformity with
generally accepted accounting principals requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from these estimates.
Income taxes- The Company utilizes the asset and liability approach for
financial accounting and reporting for income taxes. A valuation account is
established when necessary, to reduce deferred tax assets to the amounts
expected to be realized.

Reclassifications- Certain prior year amounts have been reclassified to conform
with the current year financial statement presentation.

Development Stage Company- the Company has had no revenues since 1994 and its
activities have been limited to a developmental nature. The Company therefore
has treated its activities since as a development stage company as per Statement
of Financial Accounting Standards (SFAS) No. 7. As per SFAS No.7, financial
transactions are accounted for as per generally accepted accounted principles.
Costs incurred during the development stage are accumulated in "losses
accumulated during the development stage" and are reported in the Stockholders'
Equity section of the balance sheet.

Use of Estimates- The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

                                      F-9
<PAGE>


                                    USCorp
                          (a Development Stage Company)
       (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                        Notes to the Financial Statements

NOTE 2- BASIS OF PRESENTATION

In the course of its development activities the Company has sustained continuing
losses and expects such losses to continue for the foreseeable future. The
Company's management plans on advancing funds on an as needed basis and in the
longer term, revenues from the operations of a merger candidate, if found. The
Company's ability to continue as a going concern is dependent on these
additional management advances, and, ultimately, upon achieving profitable
operations through a merger candidate.


NOTE 3- NET EARNINGS PER SHARE

The Company apples SFAS No. 128, Earnings 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 fiscal year. The Company has no other
financial instruments convertible into common stock outstanding at September 30,
2001.


NOTE 4- COMMITMENTS AND CONTINGENCIES

The Company is not committed to any non-cancelable operating leases at September
30, 2001.



                                      F-10

<PAGE>


                                     USCorp
                          (a Development Stage Company)
       (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                        Notes to the Financial Statements

NOTE 5- INCOME TAXES

Provision for income taxes is comprised of the following for the years ended
September 30th:

                                      2001        2000           1999
                                   ---------     ---------     ---------
Current tax expense
  Federal                          $       0    $        0     $       0
  State                                    0             0             0
                                   ---------     ---------     ---------
                                   $       0     $       0     $       0
                                   =========     =========     =========

Deferred tax benefit
  Federal                          $       0     $       0     $       0
  State                                    0             0             0
                                   ---------     ---------     ---------
                                   $       0     $       0     $       0
                                   =========     =========     =========

Deferred tax assets
   Loss carry-forwards             $ 686,331     $ 686,331     $ 491,558
  Valuation allowance               (686,331)     (686,331)     (491,558)
                                    ---------    ---------     ---------
                                    $       0    $       0     $       0
                                    =========    =========     =========

The federal statutory rate of 34% was used to compute deferred tax assets. At
September 30, 2001, the Company has a loss carry forward of $2,018,619 for
federal income tax purposes expiring in the years 2003 through 2015. Utilization
of the net operating loss in any taxable year during the carry forward period
may be subject to an annual limitation due to ownership change limitations
imposed by the tax laws.

NOTE 6- LITIGATION

The Company has no legal proceedings against it nor is aware of any pending,
threatened or contemplated, or unsatisfied judgments against it.

                                      F-11
<PAGE>


                                     USCorp
                          (a Development Stage Company)
       (Formerly Fantasticon, Inc., formerly Santa Maria Resources, Inc.)
                        Notes to the Financial Statements

NOTE 7- SUBSEQUENT EVENT

On January 14, 2002 at a Special meeting of the Shareholders of the corporation
the merger of FANTASTICON.COM, INC., (Delaware), MADMAN BACKSTAGE PRODUCTIONS,
INC. and IMPACT INTERACTIVE, INC. (collectively "FM&I") into FANTASTICON.COM,
INC., (Nevada), and that certain Earn Out Agreement between the Company, Michael
Lee, the Management of the Company and the Shareholders of FM&I were rescinded
and unwound in their entirety. The Shareholders determined that the terms and
conditions of said Merger and said Earn Out Agreement had not been met by the
parties. 6,025,000 of the shares issued and held in escrow under the Merger
Agreement and Earn Out Agreement were canceled and returned to the treasury
stock of the Corporation. The shares of Fantasticon.com, Inc. (Nevada) were
returned to the FM&I shareholders.

In connection with unwinding the merger, interim officers and directors of the
Company were elected by the shareholders. The Shareholders and interim board of
directors authorized two classes of preferred stock and a zero coupon bond,
however, the Articles of Incorporation have not been amended to effect this
change in the capital stock of the Corporation as of the date of this report.

The Company has entered into a letter of intent to acquire mining exploration
and development company currently holding claims in Arizona. This acquisition
has not been consummated as of the date of this report.








                                      F-12


<PAGE>


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

Not applicable.


                                   PART III

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

     The following identification of officers and directors, including
biographies, first sets forth the Company's officers and directors as of
September 30, 2001 and then sets forth the names of officers and directors as of
January 30, 2001:

FANTASTICON, INC.:

     Name               Age  Position Held
     ----               ---  -------------
Henry T. Mayers          45  President, CEO, Secretary, Treasurer and Director
Rebecca David            48  Director
David Rubenstein         46  Director


USCORP:

    Name                Age  Position Held
    ----                ---  ------------
Larry Dietz              48  President and Director
Carl W. O'Baugh          71  Vice President and Director
Spencer Eubank           50  Secretary, Treasurer and 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.




                                       8
<PAGE>

             BUSINESS EXPERIENCE OF FORMER DIRECTORS AND OFFICERS

     Henry T. Mayers: President, CEO, Secretary, Treasurer and Director; age 44.
Mr. Mayers has been in the TV film and video production industry for 10 years.
He has won national awards, including two Emmys, for creativity and development.
Mayers has a BFA in film development from New York University Film School. Henry
is a visionary in the business of multimedia. He launched a video and laser disc
retail business in 1983, Hi-Tek Video, which was several years before VCRs and
CD players became everyday household appliances. Moving into film and television
production, he opened Madman Productions in 1989. His company has created
commercials for local and national advertisers, and has produced music videos
and TV specials with such stars as Aerosmith, Alice Cooper, Freddie Jackson,
Glen Campbell, Vanessa Williams and M.C. Hammer. In October 1997, Henry and
Arvell Jones, started Fantasticon.com.


     Rebecca David: Director; age 47. Ms. David was appointed to the Board of
Directors of the Company effective December 7, 2000. She is currently Chief
Executive Officer and Director of University Bank, Ann Arbor, Michigan. Prior to
joining University Bank, Ms. David worked in various positions for Franklin
Bank, Southfield, Michigan most recently serving as President from January 1999
to July 2000.

     David Rubenstein: Director; age 45. Mr. Rubenstein was appointed to the
Board of Directors of the Company effective December 7, 2000. Mr. Rubenstein was
formerly a partner in Mark Buchanan Pelle Pelle, a designer clothes manufacturer
and marketer. Mr. Rubenstein is a graduate of Wayne State University.


  BUSINESS EXPERIENCE OF CURRENT DIRECTORS AND OFFICERS AS OF JANUARY 30, 2002

        Larry Dietz, age 48, is President and Director of the Company. While in
the U.S. Navy he had a Top Secret--Crypto security clearance. He attended the
University of Nebraska School of Technology and Agriculture where he earned a
degree in Drafting, Surveying and Soil Science. Mr. Dietz brings to the Company
a seasoned expertise in the field of mining, as well as an extensive knowledge
of the entire mining industry in the western United States and especially in the
State of Arizona. He has been a consultant to the mining industry since 1982 as
President of Dietz and Associates. He authored and released the updated,


                                       9
<PAGE>

corrected and expanded versions of the Arizona Mineral Industry Location System
(MILS) which is a database system for use on micro computers identifying all
known mineral occurrences in Arizona. Mr. Dietz also developed and released
Mineral Databases from the U.S. Bureau of Mines for the western U.S., as well as
a program called DLG1-2 which consists of the Digital Line Graph (DLG) data at a
scale of 1:250,000 for the entire U.S. providing graphic displays of the mineral
data for use on personal computers. Mr. Dietz is approved by the U.S. Department
of Justice to provide title evidence and abstracts for both surface and mineral
rights to lands located in the State of Arizona, and his Land Status Reports are
recognized by the Vancouver Stock Exchange. He is registered as an Expert
Witness with the Technical Advisory Services for Attorneys. He is currently an
associate member of the Society of Mining Engineers of the American Institute of
Mining, Metallurgical and Petroleum Engineers. Mr. Dietz is also proficient in
the use of computers, database, word-processing, CAD, graphics and
communications software.

        Carl W. O'Baugh, age 71, is Vice President and Director of the Company.
Mr. O'Baugh is a past President of American Metals and Minerals, Inc., a Nevada
Company owning mining claims in central Arizona. He was President of Golconda
Gems, Inc., from 1973 to 1985, a wholesale gem cutting, importing and
distribution company with operations in the United States and Mexico. Mr.
O'Baugh has served on the Boards of several public Companies and brings to the
Company his knowledge and experience concerning gems, minerals and metals, as
well as his wholesale, retail marketing and import-export expertise.

        Spencer Eubank, age 50, is Secretary, Treasurer and Director of the
Company. He is responsible for maintaining the records of the Company and works
closely with the management team of the Company in its day-to-day operations.
Mr. Eubank has served on the boards of several public, private and
not-for-profit Companies as an officer and director including EssxSport Corp.,
and Pla.Net.Com, Inc. He is owner of an independent research and consulting
firm. Mr. Eubank has degrees in Theology (B.Th., 1985) and Sociology (B.A.,
1988). Mr. Eubank also worked for 10 years in not-for-profit organizations
serving developmentally disabled adults in the greater Los Angeles area, and has
over 10 years experience in retail grocery and department store management.

(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.


                                       10
<PAGE>

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, 2001, its officers, directors, and greater than
ten-percent beneficial owners complied with all applicable filing requirements.

ITEM 10. EXECUTIVE COMPENSATION

     During the first two quarters of the fiscal year, Fantasticon's officers or
directors devoted their full time to the affairs of Fantasticon and they
received compensation for their services as reported in previous From 10-QSB
filings by the Company. Each of Fantasticon's officers also 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 the security ownership of executive
officers, directors and certain beneficial owners of more than five percent (5%)
of issuer's voting securities as of September 30, 2001. Unless otherwise stated,
the Company believes the shares indicated were held directly.

Name and address                                   Amount of    Percentage
of beneficial owner           Title of Class       ownership    of Class(1)
- ---------------------------------------------------------------------------
Henry T. Mayers                   Common          1,550,000(2)       14.8%

Michael C. Lee                    Common            950,000(3)        8.9%
14 Woodbridge Road
Hingham, MA 02043

Richard Kraniak                   Common          1,250,000(4)       11.8%
3260 Wellington Court
West Bloomfield Hills, MI 48324

David Rubenstein                  Common            100,000(5)        0.9%
30320 LaBrea Court
Franklin, MI 48025

Rebecca David                       --               50,000           0.4%
6630 Stillwell
West Bloomfield, MI 48322

----------------------------------------------------------------------------
Officer & Directors as a          Common          1,700,000(2)(5)    16.1%
group (3) persons
----------------------------------------------------------------------------

                                       11
<PAGE>

(1)  Based upon a total of 10,560,657 shares of common stock issued and
     outstanding as of September 30,2001.

(2)  Includes 150,000 shares held by Mr. Mayers in trust for his minor son. All
     of such shares are subject to forfeiture pursuant to the terms of an Earn
     Out Agreement dated as of November 17, 2000, which is attached hereto as
     Exhibit 10.1.

(3)  Comprises 500,000 shares held by a Company which Mr. Lee controls in
     conjunction with Mr. Kraniak, 150,000 shares held in a partnership Mr. Lee
     controls and 300,000 shares held in trust for Mr. Lee's children. All of
     such shares are subject to forfeiture pursuant to the terms of an Earn Out
     Agreement dated as of November 17, 2000, which is attached hereto as
     Exhibit 10.1.

(4)  Includes 300,000 shares held by a limited liability company Mr. Kraniak
     controls and 500,000 shares held by a Company which Mr. Kraniak controls in
     conjunction with Mr. Lee. All of such shares are subject to forfeiture
     pursuant to the terms of an Earn Out Agreement dated as of November 17,
     2000, which is attached hereto as Exhibit 10.1.

(5)  All of such shares are subject to forfeiture pursuant to the terms of an
     Earn Out Agreement dated as of November 17, 2000, which is attached hereto
     as Exhibit 10.1.


The following table sets forth the security ownership of current executive
officers and directors. There are no known beneficial owners of more than five
percent (5%) of issuer's voting securities as of January 30, 2002.

Name and address                                   Amount of    Percentage
of beneficial owner           Title of Class       ownership    of Class(1)
----------------------------------------------------------------------------
Michael Lee                       Common             959,283         21.1%
99 Derby Street
Hingham, MA 02043

Larry Dietz                       Common               1,000           *
c/o USCorp
4535 W. Sahara Ave., Suite 204
Las Vegas, NV 89102

Carl O'Baugh                      Common               2,500           *
c/o USCorp
4535 W. Sahara Ave., Suite 204
Las Vegas, NV 89102

Spencer Eubank                    Common              10,000           *
c/o USCorp
4535 W. Sahara Ave., Suite 204
Las Vegas, NV 89102

----------------------------------------------------------------------------
Officer & Directors as a          Common              13,500        0.003%
group (3) persons
----------------------------------------------------------------------------

*Less than 1%.
                                       12
<PAGE>


(1) Based on a total issued and outstanding of 4,535,657 as of January 30, 2002.

(2) Comprises 270,283 shares held in the M & J Investment Trust, and 689,000
shares held by other members of Mr. Lee's family.

(c)  Changes in Control.

     With the exception of the cancellation of 6,025,000 shares pursuant to the
rescission of the Earn Out Agreement referred to above, the Company believes
that no arrangements exist that may result in a change in control of the
Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

NONE.

                                    PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)  EXHIBITS


     The exhibits required by Item 601 of Regulation S-B are listed in the
     Exhibit Index hereto.

(B)  REPORTS ON FORM 8-K

     On January 30, 2002, the Company filed a Current Report on Form 8-K
detailing the rescission and unwinding of the Merger, change in management and
change of the name of the Company to USCorp.



                                       13
<PAGE>

                                  SIGNATURES

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



                                           USCORP.


                                           /s/ Larry Dietz
                                           ----------------
                                           Larry Dietz
                                           President and Director

Dated: February 1, 2002

     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/ Larry Dietz         President and Director            February 1, 2002
- ----------------
Larry Dietz

/s/ Carl O'Baugh        Vice President and Director       February 1, 2002
- -----------------
Carl O'Baugh

/s/ Spencer Eubank      Secretary Treasurer and Director  February 1, 2002
----------------
Spencer Eubank



                                       14