SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K


(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, 2009





OR





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





Commission
File Number: 000-19061





USCORP


(Exact
name of the Company as specified in its charter)





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





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


(Address
of principal executive offices)





(702)
933-4034


(The
Company’s telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:





Title of Each Class
                  
                  Names of each exchange
                    on which registeredNone
                  
                  None





Securities
registered pursuant to Section 12(g) of the Act:





Common
Shares, $0.01 Par Value








Indicate
by check mark whether the Company (l) has filed all reports required to be filed
by section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes xNo o





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





Indicate
by check mark whether the Registrant is a large accelerated filer, accelerated
filer, a non-accelerated filer or a small departing company.





Large
      Accelerated Filer o
            Accelerated
      Filer oNon-Accelerated
      Filer o
            Small
      Reporting Company x





Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2
of the Act).    Yes oNo x





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





State the
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
price of such stock, as of a specified date within the past 60 days. As of
December 31, 2009, the value of such stock was $2,152,779. Shares of common
stock held by each executive officer and director and by certain persons who own
5% or more of the outstanding common stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.





Number of
shares outstanding of Issuer’s class A common stock, $0.01 par value,
outstanding on September 30, 2009: 74,319,469 shares. Number of shares
outstanding of Issuer’s class B common stock, $0.001 par value, outstanding on
September 30, 2009: 5,000,000 shares.





Documents
Incorporated by Reference: NONE





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







FORM
10-K


September
30, 2008


USCORP





TABLE
OF CONTENTS




FORWARD
      LOOKING STATEMENTS
                                                                  3PART
      I
                                                                  
                                                                  
                                                                  3ITEM
      1
                                                                  
                                                                  Description
      of Business
                                                                  3Item
      1A
                                                                  
                                                                  Risk
      Factors
                                                                  20Item
      1B
                                                                  
                                                                  Unresolved
      Staff Comments
                                                                  23ITEM
      2
                                                                  
                                                                  Properties
                                                                  23ITEM
      3
                                                                  
                                                                  Legal
      Proceedings
                                                                  23ITEM
      4
                                                                  
                                                                  Submission
      of Matters to a Vote of Security Holders
                                                                  23PART
      II
                                                                  
                                                                  
                                                                  24ITEM
      5
                                                                  
                                                                  Market
      for The Company’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                                  24Item
      6
                                                                  
                                                                  Selected
      Financial Data
                                                                  25ITEM
      7
                                                                  
                                                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                  25Item
      7A
                                                                  
                                                                  Qualitative
      and Quantitative Disclosure about Market Risk
                                                                  28ITEM
      8
                                                                  
                                                                  Financial
      Statements
                                                                  28ITEM
      9
                                                                  
                                                                  Changes
      in and Disagreements with Accountants
                                                                  49ITEM
      9A(T)
                                                                  
                                                                  Controls
      and Procedures
                                                                  49ITEM
      9B
                                                                  
                                                                  Other
      Information
                                                                  50PART
      III
                                                                  
                                                                  
                                                                  50ITEM
      10
                                                                  
                                                                  Directors,
      Executive Officers, and Corporate Governance
                                                                  50ITEM
      11
                                                                  
                                                                  Executive
      Compensation
                                                                  51ITEM
      12
                                                                  
                                                                  Security
      Ownership of Certain Beneficial Owners and Management
                                                                  51ITEM
      13
                                                                  
                                                                  Certain
      Relationships and Related Transactions
                                                                  52ITEM
      14
                                                                  
                                                                  Principal
      Accountant Fees and Services
                                                                  53ITEM
      15
                                                                  
                                                                  Exhibits
                                                                  53Signatures
                                                                  
                                                                  
                                                                  53


2




FORWARD
LOOKING STATEMENTS





Some of
the information contained in this Annual Report may constitute forward-looking
statements or statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on current
expectations and projections about future events. The words “estimate”, “plan”,
“intend”, “expect”, “anticipate” and similar expressions are intended to
identify forward-looking statements which involve, and are subject to, known and
unknown risks, uncertainties and other factors which could cause the Company’s
actual results, financial or operating performance, or achievements to differ
from future results, financial or operating performance, or achievements
expressed or implied by such forward-looking statements. Projections and
assumptions contained and expressed herein were reasonably based on information
available to the Company at the time so furnished and as of the date of this
filing. All such projections and assumptions are subject to significant
uncertainties and contingencies, many of which are beyond the Company’s control,
and no assurance can be given that the projections will be realized. Potential
investors are cautioned not to place undue reliance on any such forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.





PART
I





ITEM
1. DESCRIPTION OF BUSINESS





BACKGROUND





USCorp
(hereafter, the “Company”, “we” and “our” refer to USCorp) was formed in May
1989 in the state of Nevada as The Movie Greats Network, Inc. In August 1992,
the Company changed its name to The Program Entertainment Group, Inc. In August
1997, the Company changed its name to Santa Maria Resources, Inc. In September
2000, the Company changed its name to Fantasticon, Inc. and in January 2002 the
Company changed its name to USCorp.





In April
2002, the Company acquired USMetals, Inc. (“USMetals”), a Nevada corporation,
and holder of 141 unpatented lode mining claims by issuing 24,200,000 shares of
Company Common Stock in exchange for all of the then issued and outstanding
shares of USMetals. USMetals became a wholly owned subsidiary of the Company.
Since being acquired by USCorp USMetals has added 33 lode and placer claims for
a total of 174 claims that we refer to as the Twin Peaks Project.





Southwest
Resource Development, Inc. (“Southwest”) was formed and organized under the laws
of the State of Nevada on April 3, 2004 as a wholly owned subsidiary of USCorp.
On or about May 29, 2004, Southwest acquired 8 lode and 21 placer mining claims
(the “Mining Claims”) in Imperial County, California. Since being acquired by
USCorp Southwest has added 206 lode and placer claims for a total of 235 claims
that we refer to as the Picacho Salton Project.





Both
USMetals and Southwest have acquired additional mining claims and USCorp has
performed significant exploration work, including the completion of feasibility
studies, environmental, ecological and biological reports and performed drilling
as described more fully below (See “USMETALS - Summary of Organization and
Business” and “SOUTHWEST RESOURCE DEVELOPMENT, INC. - Summary of Organization
and Business”).





OVERVIEW





USCorp is
an “exploration stage” company. All of the Company’s mining claims are held in
the names of its wholly owned subsidiaries, USMetals, Inc. (“USMetals”) and
Southwest Resource Development, Inc. (“Southwest”). The Company’s operations
center on completing exploration and beginning development of USMetals’ mining
property known as the Twin Peaks Project, and Southwest’s mining properties
which the Company refers to as the Picacho Salton Project. The Company has
realized no revenues from operations to date.


3





The
Company, through its wholly-owned subsidiary, USMetals, owns 177 mining claims
in the Eureka Mining District of Yavapai County, Arizona, called the Twin Peaks
Project; and through its wholly-owned subsidiary, Southwest, owns a total of 235
mining claims in the Mesquite Mining District of Imperial County, California,
called the Picacho Salton Project.





A.
RECENT DEVELOPMENTS.





We have
included in this discussion of Recent Developments quotes from recent press
releases, without providing updating or clarifying statements within the
quotations. Additional information, including updates and clarifications, if
any, follow in subsequent paragraphs and in other sections of this
Report.





On
September 30, 2008 We announced in a press release a new $2.16 million financing
agreement in the form of a convertible debenture note with a private European
fund in the amount of $1.2 million with warrants convertible to 4,800,000 common
shares at the exercise purchase price of $0.20 per share at any time between
October 1, 2008 and September 30, 2009. Exercising the warrants would have
provided an additional $960,000 in financing during the Company’s fiscal year
2009, for a total of $2.16 million. The convertible debenture has an interest
rate of four percent (4%) of the unpaid balance per annum for a term of two and
one-half (2 1/2) years, due and payable on 3/31/2011. We have received $200,000,
the second tranche of $200,000 was received in October, 2008, and the third
tranche of $200,000 was due before the end of calendar 2008, with the remaining
tranche of $600,000 due  in January, 2009. According to the debenture, the
holder may convert the unpaid balance of the loan into common stock of USCorp
upon 30 days written notice to the company at $0.125 per share any time during
the two and one-half (2 1/2) year period of the loan, regardless of the then
existing market value of USCorp’s common stock.





As of
October 2008 USCorp had received $400,000 of the $1.2 million, and issued
convertible debentures as discussed in the notes to our financial statement in
this report. We used the $400,000, in addition to money we had previously
received, to pay for completion of Phase 2 and Phase 2a of our drilling program
at our Twin Peaks Project site in Arizona, and to finance operations of the
company through June 2009. Since June 2009 Company operations have been financed
in part by sales of equity, as reported in the notes to our financial statement
in this report, and by members of Management who have loaned money and labor.
Management is involved in discussions with other financing sources as discussed
below.





The
agreement to provide up to $2.16 million to finance fiscal 2009 operations was
not kept. Since September 2008 and through the date of this report we have been
in discussions with the parties to the $2.16 million financing agreement, the
holder of the convertible debenture notes. USCorp was promised on several
occasions that the additional funds would be provided in fulfillment of the
agreement, however USCorp has not receive any additional money from the European
fund  as of the date of filing this report with the SEC.





The
European fund breeched their agreement to provide funding and have thereby done
irreparable damage to USCorp. Because of the long-term and ongoing relationship
of USCorp with the European fund, we are continuing to dialogue with them
regarding providing USCorp with the funds they committed to and additional
financing going forward.





In
October, 2008 we reported additional preliminary results of the Phase One
drilling program on our Arizona Twin Peaks gold property. It was apparent from
looking at the NITON pXRF data from the soil and reverse circulation cuttings
materials that the anomalous silver, iron, manganese, copper, lead and zinc
values are directly associated with distinct structures that are quite high
grade in silver (greater than 10 ounces silver per ton...) [with] extensive areas
... that are greater than 3.0 ounces silver per ton but less than 10 ounces silver
per ton within the Volcanic Breccia unit...are also of interest. Anomalous Uranium
values in excess of 10 ppm...also seem to mirror this pattern.


4


Also in
October, 2008 we announced updates to the gold and silver mineralization at Twin
Peaks gold property. Geological Support Services submitted the following
description to USCorp: “The Quartz dike of the Hayes Extension is a high angled,
East West trending quartz vein of varying thickness (2-10 meters) and high metal
values, especially silver. It is exposed at the surface for nearly a half mile.
The westernmost exposure is terminated at the site of the old Hayes mine shaft
where sampling of the hanging wall has yielded 2700 ppm silver (2700 gm/ton, or
74 ounces/ton silver). No further exposure or continuation has been found to the
West. Using new satellite imaging the Hayes fault is seen to extend for a
considerable distance in both directions although there is no surface outcrop of
the vein. The west lateral displacement of nearly 100 meters is very evident.
Using these satellite photos and GPS triangulation a series of drill targets
were established to determine if the ore body continued with the fault and if it
could be located beneath the alluviums. An angle hole, DHRC 6, was drilled
across the believed structure. It entered a quartz structure at 35 feet depth
and exited into parent granite between 50 and 55 feet. Tests with the NITON pXRF
onsite gave preliminary results of up to 22.5 ppm gold (22.5 gm/ton, or 2/3 oz
/ton gold). A second drill hole was then plotted on a vertical to intersect the
area of high values. Hole DHRC 7 was drilled at this location. It intersected
the quartz vein after 35 feet of alluviums and continued in it to 99 feet, the
total depth of hole, with values ranging from 13 gm/ton to 70 gm/ton
(approximately 1/3 ounce/ton to just over 2 ounces/ton gold) readings from
samples using the NITON pXRF. It is important to note that the NITON pXRF will
not measure below .10 ounces/ton gold. What this has done is establish the
existence of the quartz dike 1/4 mile farther west than its last known
extension. With infill drilling there should be an increase in the resource base
commensurate with that extra 1/4 mile. Further drilling to the west in the hopes
of proving the trend out to 1 mile is recommended. However, this would be a
future program as roads will need to be built in the target area. The goal of
the Phase Two drilling program is to prove the eastward extension of the
dike.”





During
October 2008, we reported adding 10 claims at our Arizona Twin Peaks gold
property that filled in the “holes” in the otherwise contiguous Twin Peaks
claims group in the northeast Crosby section and added additional claims on the
northwest border of the Hayes section of the property. We added these claims in
order to consolidate our land position. And we announced that Phase Two drilling
was scheduled to begin on our Arizona Twin Peaks gold property. As part of the
reverse circulation drilling program, the Swiss Bell and Crosby areas were
drilled in order to prove the continuation of known mineralized
trends.





In
November 2008, we published an open letter to shareholders as follows: Dear
Shareholders:


I am
pleased to write you about our business success over the past two months –
during one of the most difficult economic periods since the Great Depression.
Many of you have told me of your concern as share prices for all companies show
declines of 50, 60 and even 70 percent from their highs. I want to assure you
that although our share price does not reflect it, USCorp’s business has never
been more exciting and our potential for significant returns is
strong.


Briefly,
I’d like to highlight some of the accomplishments we have achieved in the last
three months and outline just a bit of our plan for telling the world about this
in the future. Although market conditions continue to deteriorate, it remains
our belief that when we are able to prove up enough resources that report assays
have always maintained are there – in both Arizona and California – our share
price will reflect that accordingly. Furthermore, even though commodity prices
continue to decline in this environment, it has always been our belief that
unless gold declines to less than $600.00 an ounce, we are still one of the most
significantly undervalued junior resource companies.


Since
September 1, we have achieved the following:


• 
         Completed Phase I drilling at Twin
Peaks


• 
         Phase II drilling completed at Twin
Peaks


• 
         Added claims to the Twin Peaks property. Added
claims to the Salton Picacho property.


• 
         Reported preliminary results from Phase I
drilling that were very promising.


• 
         Completed a new $2.16 million financing
commitment – and this was done in the midst of the credit crisis, providing us
with the funding needed to continue our efforts both in Arizona and at our
Picacho Salton property in California.


These
accomplishments are in line with what we told investors we intended to do this
year. We continue to systematically carry out our strategy with our eye on the
goal. And, as a result, we are attracting interest from larger potential
partners.


It
appears to be a very difficult environment for the stock market in the
foreseeable future. In fact, blue chip companies today are learning what it has
been like for those of us in the microcap and junior mining space.


I believe
that all of our efforts will be rewarded in the future. Our stock price
certainly does not reflect the potential for the company. Although many of you
believe that we should “hype” our activities as so many resource companies do,
to drive up the price of the stock, I am a firm believer that while getting the
word out is good, it is even better to get the word out when we have the most
solid, strong story possible. And in this environment it is more important than
ever before To take that conservative route. Throughout history, companies that
have solid businesses and real assets do find that their share prices will
eventually reflect that value. It is my belief that in 2009 this will occur for
your company. I remain committed, as I have been for many years, to the success
of USCorp. I would like to thank you for your continued commitment as well and
look forward to what I believe will be a significant 2009 for
USCorp.


Sincerely,





Robert
Dultz


USCorp
Chairman & CEO




5


In March
2009, we reported that we had begun receiving provisional assay results from our
Phase 1 and 2 drilling at the Twin Peaks property in Yavapai County, Arizona.
These provisional reports were not certified assays, and the full geochemistry
had not been returned yet. The results will be plotted and future exploration
and drill targets are being considered. When certified results are obtained and
analyzed they will be released to investors and the public. USCorp drilled 41
holes for a total of 5,000 feet, at its Twin Peaks property in the Fall of
2008.





In May
2009 we published the first drilling results from Twin Peaks Property which
confirmed the presence of gold, silver and uranium on the property. This was not
new information for us. The presence of gold, silver and uranium on the property
had been previously discovered during prior drilling programs and historical
mining activities. The conclusion of the geologist’s report indicated that,
mineralization of the property is present and the nature and extent of the
geological structures carrying mineralization was confirmed in the recent
drilling program.




In June
2009, we announced the addition of a Video of Phase 1 and 2 Drilling Program at
Twin Peaks Gold Project that was available for viewing by the public on the
Company’s website http://uscorpnv.com. We thought our investors and other
interested people would enjoy having an opportunity to view for themselves how
the drilling was carried out at our Twin Peaks property.





Also in
June 2009 we announced the findings of the Surface Geochemical Survey conducted
in July 2008 by Geological Support Services. The survey provided the basis for
the company’s fall 2008 drilling program at the Twin Peaks Property in Arizona.
The results of the survey indicated a large surface exposure of enrichment in
high levels of both gold and silver was evident following testing with the Niton
pXRF, a hand-held tool used by geologists to X-ray materials to determine if
there is evidence of specific mineralization.


“Although
it is difficult to draw conclusions simply from the Niton device indications,
this development is exciting when coupled with our Phase 1, Phase 2a and 2b
drilling results: We believe there are significant deposits of gold and silver
in a much larger area than previously known,” said Robert Dultz, Chairman and
CEO of USCorp. “Material grade at depth will be determined by our Phase 3
drilling program that we expect to initiate shortly.” Mr. Dultz added that
findings of the Niton suggest that the mineralization of the property is
controlled by the numerous cross cutting fault structures found
there.




At the
end of June 2009, we issued an updated discussion of our recently reported
results from drilling at the Twin Peaks Project in Arizona, noting that the
Quartz Dike, that hosted the Hayes mine many years ago, does indeed continue far
beyond its previously known limits as was suggested by satellite photography,
and that as a result, the company’s gold resource numbers will increase after
this data is combined with assays from the planned Phase 3 drilling program at
the Twin Peaks Project. The “Quartz Dike” does indeed continue beneath the
alluviums. On the west end it has been intersected nearly a quarter mile beyond
its previously known limits. And to the east it has been found beneath the
blanketing alluviums over 1000 feet farther than previously mapped.




During
July 2009 we reported the addition of 13 lode claims and 8 placer claims to the
Twin Peaks Project property in Yavapai County, Arizona, U.S.A. The filing of
these 21 additional claims brings the total number of claims USCorp has at the
property to 172 claims covering 3,440 acres, or 5.375 square miles (about 14
square kilometers). The 13 lode claims, filed in Section 10 of Township 13
north; range 8 west, were filed to consolidate the land position the company has
as well as to cover road access into the property. We also announced the
selection of Boart Longyear (“Boart”) to carry out the final Phase 3 drilling
program at its Twin Peaks project in Yavapai County, Ariz. Boart is the world’s
leading integrated drilling services provider and products manufacturer for the
minerals industry, with a substantial presence in the environmental and energy
industry, and in the infrastructure and energy industry. And we announced
choosing Harris Drilling Company (“Harris”) to conduct Phases 1, 2 and 3 of the
planned 15,000 foot drilling program at its Picacho Salton project in Imperial
County, California, U.S.A. Harris was founded in 1956 and provides drilling and
related services to the mineral exploration industry in the Western U.S. and
internationally. Harris has worked for many of the top mining and exploration
companies in the world and has completed numerous projects in Arizona, Nevada,
California, New Mexico, Idaho, Montana, Utah, Wyoming and Oregon. We also
released a letter updating the shareholders in interested members of the public
on the accomplishments of the Company and our updated website.
http://www.uscorpnv.com, including:




·
            Corporate
      Summary Information


6




·
            Management’s
      Summaries of the GeoChemical Survey report and the Twin Peaks Phase 1 and
      Phase 2 Drilling Report




·
            Video
      of the Twin Peaks Project Phase 1 and Phase 2 Reverse Circulation Drilling
      Program




·
            Company
      Profile PowerPoint Presentation in downloadable PDF
  format




·
            Feasibility
      studies for Twin Peaks Project in Arizona and Picacho Salton Project in
      California




·
            Technical
      Reports for Twin Peaks Project in Arizona and Picacho Salton Project in
      California




·
            Current
      information on the Company and our properties as excerpted from recent
      filings with the SEC




·
            On
      site drilling video




In
September 2009, we held a meeting of the shareholders and a subsequent Board of
Directors meeting at which the following actions were taken with the approval of
a majority of the shares of the corporation:




1.
            To
      amend the Articles of Incorporation to change the authorized number of the
      Company’s Series A Preferred stock from 10 million shares to 30 million
      shares;




2.
            To
      ratify the interim appointments of Robert Dultz as President and Spencer
      Eubank as a Director for the remainder of fiscal 2009 and his appointment
      as Secretary-Treasurer of the
Corporation;




3.
            To
      accept the nominations for fiscal 2010 directors by the shareholders of
      Robert Dultz, Director and Chairman, Spencer Eubank, Director, Michelle
      Seibel, Director, and as outside directors Carl O’Baugh, and B. Keith
      Simerson;




4.
            To
      ratify the Officers of the corporation for fiscal 2010: Robert Dultz CEO,
      President and acting CFO; Spencer Eubank Secretary-Treasurer; and Michelle
      Seibel Acting Secretary;




5.
            To
      authorize the purchase of Series A Preferred stock by Officers and
      Directors of the corporation at par value and the issuance of said shares
      as follows: Robert Dultz, 10 million Preferred A Shares, Spencer Eubank, 1
      million Preferred A Shares, Carl O’Baugh, 6,250 Preferred A Shares,
      Michelle Seibel, 6,250 Preferred A Shares, and B. Keith Simerson, 6,250
      Preferred A Shares;




6.
            To
      authorize the release of proprietary corporate information, including
      information regarding the corporation’s properties, to select individuals
      and entities after acknowledging the confidentiality of that information
      for the purpose of fund raising, property development, joint-ventures,
      mergers and acquisitions, and other deal making
  activities;




7.
            To
      authorize the re-negotiation of the “Gold Bullion Loan” to gain an
      extension of time to repay the loan from the
  lender;




8.
            To
      authorize the Board to take action for breach of contract for funding of
      2008-2009 commitment if it is deemed prudent to do
  so;




9.
            To
      take whatever actions are deemed necessary by the Board to protect the
      corporation’s rights, through its subsidiaries to explore, develop and
      extract the minerals at the Twin Peaks Project property and the Picacho
      Salton Project property;




10.
            To
      authorize the distribution to the corporation’s shareholders of shares in
      USMetals, Inc., and Southwest Resource Development, Inc., at a
      proportionate rate to be determined by the Board (for example 1 subsidiary
      share for a to-be-determined number USCorp) Common A, Common B, and Series
      A and B Preferred shares (based on conversion of Preferred shares to
      Common shares) owned, and to issue USMetals, Inc., and Southwest Resource
      Development, Inc. shares to warrant holders of USCorp warrants when they
      exercise their warrants, fractions to be rounded to the next highest full
      share, if it is determined prudent to do so; warrants when they exercise
      their warrants, fractions to be rounded to the next highest full
      share;




11.
            To
      authorize the Board to implement or to not implement such spinoff(s) and
      share distributions at the discretion of the Board, when and if necessary,
      in order to protect the investments and rights of the shareholders as well
      as the Corporation’s ownership of said properties by and through USMetals,
      Inc., and Southwest Resource Development,
Inc.;


7


12.
            To
      authorize the Board to raise funds by selling stock in a manner, for a
      price and at a time to be determined by the
  Board;




13.
            To
      authorize the Board to make whatever deals it deems necessary or
      beneficial to further the development of the Company’s mining claims and
      properties; and




14.
            To
      approve the prior actions of the Board of Directors during fiscal
      2009.




An
additional individual, a Swiss economist and a USCorp shareholder, was nominated
to the Board of directors, but he did not respond to the offer.




In
September 2005, the Company issued a promissory note to a shareholder and
received proceeds of $648,282. The note requires the Company to pay the
shareholder 1,634 ounces of Gold Bullion (.999 pure). Originally, the promissory
note came due in September 2007. In September 2007, the holder of the promissory
note agreed to extend the maturity date of the note to September 2009. In
September 2009, the holder of the promissory note extended the maturity date
through January 2010 at the previous terms.




In
October 2009 we reported that, in order to facilitate ongoing negotiations with
a number of mining companies, we had uploaded proprietary technical data to a
secure website operated by Pandesa ShareVault for viewing by industry
professionals. Access to the proprietary data is by invitation only after
signing a confidentiality agreement and it is password protected. The
information includes:




·
            Feasibility
      Studies and Technical Reports for Twin Peaks in Arizona, USA and Picacho
      Salton in California, USA, Historical Assays, Drill Logs and other
      documents from the late 1800s through
2009




·
            Maps
      and photographs of our properties




·
            Corporate
      Information and SEC filings





Also in
October 2009 our former President, Secretary and Treasurer, Larry Dietz, passed
away. Larry was a friend and business associate for over 25 years. His knowledge
of mineralization occurrences throughout the Southwest was unparalleled. He was
a Vietnam veteran. Most importantly, Larry was a truly good man and we miss
him.





In
December, 2009 members of management, representatives of Geological Support
Services, Wondjina Research and Laguna Mountain Environmental along with
representatives from the El Centro Office of the Bureau of Land Management (BLM)
participated in a conference regarding our application to conduct exploratory
drilling on our Picacho Salton Project in Imperial County, California. All
remaining issues were thoroughly discussed along with the steps needed to
address those issues in order for the BLM to approve the company’s mining plan
of operations. It is USCorp’s belief, assuming no additional comments from the
BLM, that the approval may be granted by the Spring of 2010.





B.
DESCRIPTION OF CURRENT BUSINESS OPERATIONS.





The
Company’s plan of operation and business objectives are to engage in (a) the
precious metals exploration, mining, and refining business, and (b) the
acquisition of qualified candidates engaged in businesses that would complement
the Company’s existing or proposed operations. All of the Company’s mining
claims are held by its wholly owned subsidiaries.





USMETALS
- Summary of Organization and Business.





USMetals
(“USMetals”) was formed and organized under the laws of the State of Nevada on
May 3, 2000. On or about April 2, 2002, the Company acquired USMetals and its
141 lode mining claims (the “Mining Claims”). The purpose of USMetals is to
engage in the business of acquiring and developing mineral properties, exploring
for gold, silver, and other non-ferrous metals and minerals within the
contiguous United States. It is the further intention of USMetals to mine and to
process any commercially-proven reserves developed at its properties. The
company has recently expanded the Twin Peaks Project to a total of 177 Lode and
Placer claims.


8





The
Mining Claims of USMetals are located in West-Central Arizona, in the Eureka
Mining District of Yavapai County, Arizona, approximately 42 miles west of
Prescott, Arizona. Within the boundaries of USMetals’ Mining Claims, more
commonly referred to as the “Twin Peaks Project”, are the historic sites of the
Crosby, Hayes, Swiss Belle and Gloryhole Mines, past producers of gold and
silver. The Twin Peaks Project claims are geographically located in the
southwestern division of the Eureka Mining District, which includes many
significant mines and prospects. There are tungsten mines in the Camp Wood area,
to the northeast, the existing historic gold mines and prospects which abut
USMetals’ property to the southeast along the Santa Maria River, and tungsten,
copper, and zinc mines to the south and southeast. The area has a long history
of mining activities. Mining companies can obtain experienced labor, affordable
housing, equipment repair, and mining services within the district.





The Santa
Maria River traverses the Mining Claims and USMetals is the only company that
holds water rights to that section of the river, a valuable asset for a mining
company in this arid country.





All of
USMetals’ mining properties are unpatented mining claims; consequently, the
Company has only possessory title with respect to such properties. The claims
were duly transferred by official deed from the prior owner to USMetals on March
22, 2002. The real property upon which USMetals’ claims are located is subject
to a paramount lien by the United States of America; all of USMetals’ claims are
subject to the applicable rules and regulations of the United States Department
of the Interior, Bureau of Land Management, which administers USMetals’ use and
activities on said Mining Claims. The Company has paid all of the required fees
in order to maintain the Company’s Mining Claims, for the current periods. All
of the necessary documents and affidavits have been filed with the Yavapai
County Recorder.





The
Company and USMetals have had a number of strategic working relationships with
various independent contractors in order to develop its Mining Claims. USMetals
further relies on the declarations and valuations formed and given in past
geological exploration and geochemical studies. USMetals has had consulting
and/or independent contractor relationships with Boart Longyear, LLC, Geological
Support Services, LLC, Harris Drilling Company, ALS Chemex, SGS Labs, Country
Chemist, and the 129-year-old Jacobs Assay 1880 with offices in Tucson, AZ., is
recognized by the Bureau of Land Management; Laguna Mountain Environmental,
Biozone, Inc. and Wondjina Research Institute. It should be noted that if
USMetals was forced to disassociate itself with one or more of the
abovementioned independent contractors, it could readily secure the services of
other individuals or entities to perform the work or services of equal or
greater quality; the loss of any one or all of the abovementioned contractors
would not cause USMetals material adverse effects; however, each of these firms
has demonstrated its capability and reliability in assisting the Company and
USMetals to develop the Mining Claims, and, to date, the abovementioned
companies have provided invaluable assistance to The Company’s senior executive
management in evaluating the potential represented by USMetals’ Mining
Claims.





Geological
Support Services, LLC in 2007 completed a feasibility study on the Twin Peaks
Project that identified mineralized material on the property and Geological
Support Services, LLC also completed a feasibility study on of the Picacho
Salton Project that identified mineralized material on that property. During
fiscal 2009 We completed Phase 1, Phase 2 and Phase 2.5 of a 3-phase drilling
program. For a summary of the results of that drilling program please see
“Recent Developments”.





SOUTHWEST
RESOURCE DEVELOPMENT, INC. - Summary of Organization and Business





Southwest
Resource Development, Inc. (“Southwest”) was formed and organized under the laws
of the State of Nevada on April 3, 2004 as a wholly owned subsidiary of USCorp.
On or about May 29, 2004, Southwest acquired 8 lode and 21 placer mining claims
(the “Mining Claims”) formerly known as the Chocolate Mountain Region Claims and
the Picacho Area Claims. In 2007 this claims group was expanded to a total of
106 claims consisting of 22 placers and 84 lodes, on 4,600 acres, and in August
2008 it was again expanded to a total of 235 lode and placer claims called the
Picacho Salton Project. The purpose of Southwest is to engage in the business of
acquiring and developing mineral properties, exploring for gold, silver, and
other non-ferrous metals and minerals within the contiguous United States. It is
the further intention of Southwest to mine and to process any
commercially-proven reserves developed at its properties.





In lieu
of cash payment for the original 8 lode and 21 placer claims acquired in 2004
the Company entered into what is essentially a joint venture with the former
owners whereby the former owners are entitled to receive 20% of all net smelter
returns of gold after expenses, whether paid in cash or in kind. All of the
remaining claims are wholly owned by USCorp’s subsidiary,
Southwest.


9





The
Company has spent the last 7 years developing and implementing a plan that would
bring multiple properties under Company ownership. Through its wholly owned
subsidiary, Southwest, the Company has now acquired for development of a total
of 235 lode and placer claims of precious metal properties located in the
Chocolate Mountain region of the Mesquite Mining District in Imperial County,
California: Geological testing has successfully recovered gold and silver from
dry washes and feeder rills. Laboratory analysis indicates these findings
warrant continued development. Geological Support Services, LLC has completed a
feasibility study that identified mineralized material on the Picacho Salton
Project, The Company has completed archeological and environmental and
ecological reports and submitted a Mining Plan Of Operations to drill to the
Bureau of Land Management who is currently reviewing the Plan.





The
Chocolate Mountains region, located in southeastern Imperial county of
California, includes the Picacho State Park and surrounding areas that has a
rich history of gold mining activities dating back to 1775. This property is in
a district that has been producing gold since the 1800s. In 1890 a large stamp
mill was built beside the Colorado River at the town of Picacho. The Picacho
Mine was opened in the Picacho Basin area and a narrow gauge railroad began
hauling ore from the mine to the mill. By 1904, the town of Picacho had a
population of 2,500 people. The ruins of the mill are in the Picacho State
Recreation Area a few miles east of the Picacho Salton Project claims. Thousands
of people visit the old mill ruins each year. To the south and west of the
Picacho Salton Project claims there are ruins of many old placer and lode
workings as well as recently producing major mining operations.





Numerous
discoveries of placer gold throughout Imperial County have remained undeveloped
due to a common problem encountered by small miners. Due to the lack of an
adequate water supply to support placer gold recovery operations in the region,
scores of small and medium size mining operations have failed to successfully
recover precious metals known to exist throughout the region. Southwest believes
it has located a potentially adequate water source. Southwest intends to use a
state of the art gold recovery system designed and developed for the specific
conditions found on these properties. Based on the recent reports of geologists
and engineers, Southwest believes this property has the potential to develop
into a significant gold producing operation.





Historically,
mining has been carried out in the Mesquite Mining District of Imperial County
using old hard rock mining and placer methods. However, in 1984, new mining
methods (“heap leaching”) were used to develop and mine low-grade ore bodies,
with an economically viable cut-off grade as low as .01 to .02 ounces of gold
per ton. Geological Support Services, LLC recently completed a feasibility study
that has identified mineralized material on the Picacho Salton Project.
Southwest intends to go into production as soon as possible after approvals and
financing are obtained.





In 2008
we submitted a Mining Plan of Operations (MPO) to the Bureau of Land Management
(BLM) to conduct a 3-phase drilling program. In December 2009 we made progress
toward gaining approval for our MPO (see “Recent Developments”)





Property
descriptions, locations and nature of ownership.





Picacho
Salton Project consisting of 235 Lode and Placer Claims in the Mesquite Mining
District of Imperial County, California, U.S.A. Group #1: 640 acres of
contiguous, unpatented Placer Claims over lain by unpatented Lode Claims. Access
to these claims is by a private dirt road 2 miles north of the intersection of
Highway 78 and Ogilby Road, near Glamis, California.





Group #2:
unpatented contiguous Placer Claims and Lode Claims covering 2,720 acres. All of
these claims are just east of the intersection of Highway 78 and Ogilby Road.
Access to the property is by private dirt road.





Group #3:
8 unpatented Lode Claims covering 160 acres. Means of access to the property is
by an unmarked private dirt road, south of Picacho State Park.





On
November 1, 2006 USCorp announced the acquisition of the additional Mining
Property, through its wholly owned subsidiary Southwest. Situated on 1,280 acres
covering 64 lode mining claims of precious metal properties and located in the
Mesquite Mining District of Imperial County, California, some of the new
property has common borders to Southwest’s other gold properties. Means of
access to the property is by an unmarked private dirt road, south of Picacho
State Park.




10


The 177
unpatented lode and placer mining claims, covering 3,540 acres, which the
Company refers to as the “Twin Peaks Project,” are located in the Eureka Mining
District of Yavapai County, Arizona, U.S.A. Access to the property from the west
is by county maintained and private dirt roads from Highway 93 (connecting
Phoenix, Arizona with Las Vegas, Nevada).





The
Company, through its wholly owned subsidiaries, owns unpatented mining claims
and pays an annual Maintenance Fee payment to the Bureau of Land Management
(“BLM”) for each of its claims. Maintenance Fee payments of $140 per claim are
due on or before August 31 each year.





Maps
indicating the locations of our properties.











In the
Map above boxed areas represent the approximate locations of the company’s
Picacho Salton Project properties in the Mesquite Mining District of Imperial
County, California. These claims are represented by the number “2” in the map
below. The number “1” in the map below is the approximate location of our
Twin Peaks Project claims


11








12








13




History
of previous operations.





Twin
Peaks Project claims group, in the Eureka Mining District of Yavapai County,
Arizona: From a historical perspective, Spaniards arrived in the area over 400
years ago and used the Santa Maria River to gain access to the claims area.
According to historical sources, the local Native Americans were used by the
Spaniards to mine gold and silver in the area, which was refined and shipped to
Spain. More recently, in the 1800s, John Lawler and Charles Crosby pioneered the
Eureka Mining District. In 1883, John Lawler discovered the area was rich in
gold, silver, lead, and zinc.





Charles
Crosby first discovered the Crosby Mine and worked his claims from 1906 to 1933.
His works are on a mineralized structure and flat zone. When the Crosby Mine
opened in 1906, it processed 120 ounces of gold per day. It operated a 40-stamp
amolotion mill until World War II. The Crosby group of claims are in the
northeast corner of the Twin Peaks claims group.





From the
mid-1920s to the mid-1930s, a prospector worked the Gloryhole claim, in the
southwest quadrant of the Company’s Twin Peaks claims group. The ore he mined
ran over 8 ounces of gold per ton. In 1941 and 1942, the claim was yielding 2.6
ounces of gold per ton. At that time, the ore was shipped to the railhead at
Hillside and then by train to a smelter in El Paso, Texas.





In 1885,
the Hayes Silver Mine opened. The deposit at the mine was so rich - over 300
ounces of gold and silver per ton - that the owners shipped the ore directly to
England for smelting and refining. The Hayes claims group is part of the
Company’s Twin Peaks claims group and located in the western quadrant of the
property.





Picacho
Salton Project Claims in the Mesquite Mining District of Imperial County,
California: There has been no commercial scale mining on any of the Company’s
claims in this region.





The
present condition of the property, the work we have completed on the property,
our proposed program of exploration and development, and the current state of
exploration and development of the property.





Twin
Peaks Project Claims Group: The Company has conducted exploration work on the
property, including drilling 3,000 feet of core samples in 2002 (in addition to
10,000 feet drilled by prior owners) and road improvements to repair and create
dirt road accesses to the property, and re-stake all claims using GPS. The
Company relies on geological work of experts performed by us and under prior
ownership in support of our reports of the presence of gold, silver, uranium and
other mineralization on the property. Geological Support Services, LLC in 2007
completed a feasibility study on the Twin Peaks Project that identified
mineralized material. In December 2007, we received a Cultural Resource Survey
(an archeological report) for proposed drill sites as part of the Company’s
application filed in August 2007 with the BLM to conduct additional drilling to
prove up reserves. In August and September and October of 2008 5,000 feet of
holes were drilled using reverse circulation drilling, completing Phase One,
Phase Two and Phase 2.5 of our current drilling program. During the Phase 1
drilling program the Company participated in a multi-agency test program of the
NITON pXRF. The handheld device is purportedly capable of analyzing an ore
sample and providing an immediate analysis of all minerals present above an
atomic weight of 12. Certified assay results from the labs of samples taken
during the Phase 1 and 2 drilling program and the preliminary results produced
by the NITON pXRF were compared. The comparison was inconclusive regarding the
usefulness of the device in exploration activities. The Company is not
conducting mineral extraction operations on this property yet.





Regarding
the Picacho Salton Project Claims Groups in the Mesquite Mining District of
Imperial County: On November 1, 2006 USCorp announced the acquisition of what we
then referred to as the “Picacho Salton Mining Property”, through its wholly
owned subsidiary Southwest. Situated on 1,280 acres covering 64 mining claims of
precious metal properties and located in the Mesquite Mining District of
Imperial County, California, some of these newly acquired claims have common
borders to USCorp’s Picacho Gold Property. The Company’s California properties
are now collectively known as the Picacho Salton Project. The Company has
performed exploration work on the property. The Company relies on geological
work of experts performed by us and work performed by experts under prior
ownership in support of our early reports of the presence of gold and silver on
the property. Geological Support Services, LLC recently completed a feasibility
study that has mineralized material on the Picacho Salton Project. The Company
has completed archeological, environmental and ecological reports and submitted
a mining plan of operations to the Bureau of Land Management who is currently
reviewing the plan (see “Recent Developments”). There are no current mineral
extraction operations on this property. The proposed program is exploratory in
nature.


14


The
physical condition of the plant and equipment and the source of power utilized
with respect to each property.





At this
time there are no physical plants on any of the Company’s properties. The
Company owns rights to water on the Santa Maria River which traverses the Twin
Peaks Project property. Power is available on properties adjacent to the Twin
Peaks Project and portable generators can be used as necessary. Power is also
available on properties adjacent to our placer claims in California and portable
generators can be used when necessary. There are natural wells located in
several places on our California claims. We will supplement well water with
trucked water if necessary.





Adequate
roads exist to each of our claims groups. Some existing roads have been repaired
or extended.





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





In
regards to the Twin Peaks Project, past geologic valuations have been confirmed
by recent geological work as reported in Geological Support Services’
feasibility study on the project indicating mineralized material on claims
within the boundaries of the Twin Peaks on the Crosby claims, Hayes claims and
Gloryhole claims. The Company uses these historical and current reports in
support of its determination that economically viable mineralization is present
on the properties.





According
to past geologic valuations the Crosby claims are within an area of banded gray
schist that is surrounded by light-colored granite and intruded by pegmatite,
rhyolite-porhyry, and basic dikes. The vein strikes N10E, and dips 25 to 30
degrees E, and attains a width of up to 18 inches in the old workings. Rich ore
from the oxidized zone shows brecciated quartz with abundant cellular limonite.
The gold is usually found associated with the oxidized iron minerals. The Hayes
and Gloryhole claims are geologically similar to the Crosby claims, and the gold
is also found in association with the oxidized iron minerals. Several structural
zones appear to control the mineralization within the claim group. It can be
considered that an alignment of a structural trend exists, with a bearing of
about N2OE between the Hayes Mine and the Crosby Mine, with the Swiss Belle Mine
at midway along the trend. Another structural zone which is expressed by a dike
and is reported to run from the Santa Maria River to the base of Hayes Peak, has
an average bearing of about N53W. The Hayes Shaft was sunk within this dike. The
dike probably passes slightly west of the Gloryhole Mine and then intersects a
N2OE structural zone near the base of Hayes Peak. A sample taken at this
intersection assayed 1.167 oz/ton gold and 66.37 oz/ton silver. The structural
zones seem to influence wide areas adjacent to them, which is confirmed by the
voluminous number of favorable assays and also by the Very Low Frequency
Electromagnetic survey. Cut off grade valuations were not
performed.





Picacho
Salton Project Claims Groups in the Mesquite Mining District of Imperial County:
A past geochemical sampling program has indicated mineralized material at the
Goldstar placer claims; tonnage and grade valuations were not performed. The
Company used such reports in support of its determination that economically
viable mineralization may be present on the properties as stated in various
historical reports. Geological Support Services, LLC recently completed a
feasibility study that has identified mineralized material on the Picacho Salton
Project.





Geological
Support Services, LLC completed a feasibility study in 2007 on the Twin Peaks
Project that identified mineralized material. We have submitted a Mining Plan of
Operations to the Bureau of Land Management, and progress has been toward
approving our MPO. (See “Recent Developments”).





The
phased nature of the exploration process, and the place in the process our
current exploration activities occupy.





Phase 1
of the exploration process has been completed on a portion of the Hayes group of
claims within the Twin Peaks Project. Phase I supplemented the previous
exploration effort with additional geological, geochemical and geophysical
surveys, drilling, excavations and road building. We also completed a scoping
study. Phase I was designed to furnish pertinent data for the design of Phase II
Mining Operation Plan.


15





Phase II
has been completed as of the date of this Annual Report. We have done further
exploration on our property, and designed a Test Production program on selected
claims within the Twin Peaks claims group which we plan to initiate as soon as
approvals and financing have been obtained. This will include an electromagnetic
flyover of the entire claim group and completion of a geochemical survey using
the boundaries of individual claims to establish a base grid. This sample grid
would be tightened in select areas. Simultaneously, the geology will be mapped
in order to determine the overall extent of pathfinder mineralization for use in
planning additional drilling, gaining a more detailed understanding of the
potential of the entire site, and solidifying the mineral land
position.





In August
2008 we commenced with drilling and assaying in the areas previously targeted in
prior geological reports. The drilling program was designed to confirm the
geology and mineralization in the target areas; a broad program is not necessary
due to prior geological work. Extra samples have been retained for metallurgical
testing on promising zones.





The
results of testing the samples has allowed us to plan the conceptual mine and
milling plans, including flow-sheets that were used in the feasibility study
process along with the on-going economic and cost modeling evaluation of the
project. While the results were being evaluated we completed the collection of
the archeological and environmental data necessary for further exploration, We
submitted the Mining Plans of Operations and we received approvals. Phase 1, 2
and 2.5 of the 3-phase drilling plan have been completed. (see “Recent
Developments”). We are awaiting additional funding in order to complete the
third phase of the drilling program that will allow new resource estimates to be
formed based on new measurements.





Test
Production Program Budget and Plan





We have
plans for Test Production in order to perfect the methods to be used in
commercial scale heap leach mining. We have received a Test Production plan and
budget for the Picacho Salton Project Claims in the Mesquite Mining District of
Imperial County from one of our Consulting Geologists that is summarized as
follows:





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





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





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





We will
make a decision whether to proceed with each successive phase of the exploration
program upon completion of the previous phase and upon analysis of the results
of that program.





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





Recent
Initial Exploration and Exploitation





Although
many companies and individuals are engaged in the mining business, including
large established mining companies, there is a limited supply of desirable
mineral lands available for claim staking, lease, or other acquisition in the
United States and other areas where USCorp contemplates conducting its
exploration and/or production activities. However, it has been determined by
qualified geologists and mining companies that USCorp’s Arizona properties have
mineralization of a variety of precious and non-precious minerals. Historically,
the specific geographic region in which USCorp intends to conduct its
exploratory and mining activities has been the subject of various general
samplings, which were performed by the State of Arizona, the United States
Department of the Interior Bureau of Mines, and the United States Department of
the Interior Bureau of Land Management.


16


The
Company has relied upon a number of studies by companies that are not presently
affiliated or associated with USCorp to determine the feasibility and valuation
of USCorp’s pursuit to develop the Mining Claims. These studies are comprised of
several exploration techniques, such as geological and geophysical surveys,
drilling, and excavations, in order to determine the economic potential, and
subsequent exploration and mining, of the Claims. These different firms have
utilized varied means to calculate the potential of the exploration and
development of the Twin Peaks Project’s Mining Claims.





Early
Exploration Conducted and Valuations.





The Twin
Peaks Project: Past geological studies indicated that beginning in 1981 a
geologist performed certain exploratory drillings in order to obtain samples of
the contents from the Crosby Mine Site No. 6, located Yavapai County, Arizona
(one of the claims in USMetals’ Twin Peaks Project). The geologist drilled 28
core drill holes on the Crosby Mine site. His report was based on 200-foot depth
cores. This area was 18,519 cubic yards, or approximately 20,000 tons of
mineralized material. The total area that was drilled was 1,500’ x 600’ x 200’.
A total of 744 core samples were taken from the 6,000-foot of core hole
drillings. The samples were assayed for gold and silver.





The
results indicated the presence of mineralization of gold and silver. The core
samples also revealed quartz monzonite porphyry formations throughout the area
of sampling. The many faults located in this area were of considerable
importance in controlling supergene enrichment; the largest quantity and highest
grade of ore occurs when these faults intersect or are closely spaced. There was
significant evidence of this enrichment recorded from the samples taken from the
Crosby Mine site area. And, the gold and silver that was found is natural to the
formations of the enrichment zone.





Recent
Exploration and Samplings





The 2008
geological surveys, provided by Geological Support Services, LLC, one of
USMetals’ principal advisors have confirmed prior geological reports. It was
verified that the Twin Peaks Project is on a mineralized structure and flat zone
with gold and silver carrying mineralization.





Historically,
over 10,000 feet of core drillings were performed and over 1,500 fire assays
were conducted. These assays showed an overall average of .14 ounces of gold per
ton and .595 ounces of silver per ton, on one area covering 3
claims.





The
geological, geophysical, and geochemical studies stated above were reviewed and
evaluated by an independent mining, consulting, and geologic firm that was
engaged to evaluate the commercial feasibility of the claims. The report and
economic study recommended the continuation of exploration and the start of
production.





The
geological justification for the exploration project at the Twin Peaks Project
is that numerous past geological studies have found gold and silver
mineralization in economically viable quantities at various locations within the
boundaries of the claims group. There are also areas within the claims group
that contain uranium and areas containing polymetals.





The
geological justification for the exploration project at the Picacho Salton
Project claims is that there is visible gold in the ground and past geological
studies have found gold and silver in economically viable quantities at various
locations within the boundaries of the claims groups.


17


In 2007
we conducted additional exploration, testing; GPS locating, surveying and
re-staking of all claims; adding a total of 77 significant claims to the group
of which 70 claims are primarily gold bearing and seven claims, approximately
140 acres, are Pink Rhyolite (decorative rock) and construction grade aggregate.
Geological Support Services LLC completed a feasibility study covering the gold
claims, it says : “The feasibility study operating plan assumes an open caste
quarry type operation containing  [mineralized material]. The plan
anticipates conventional truck and shovel mining techniques. Processing to be
phased according to ore type and permit approvals. Phase 1 testing being a wash
and sedimentation gravity system with initial production capacity of 1000 tons
per day ramping to 6000 tons per day. This type of operation has been proven to
achieve .02 ounce per ton recovery, in the targeted placers. With approval of
cyanide leach permits, the implementation of leaching facilities will increase
recovery to the 87% target. Also along with the construction of the leaching
facilities, the milling circuit for processing the hard rock lode ore will be
constructed. This grinding circuit will be designed to crush incoming hard rock
down to 150- prior to gravity Separation and leaching. Although this study is
based upon production of 6000 tons a day it is anticipated that if additional
water resources are developed production could be increased to greater levels.
Mine life has been estimated to be in excess of 20 years. The feasibility study
assumes an economic base case utilizing a $600 per ounce gold price. At current
fuel and labor prices, cash operating costs, including operating cost and
sustaining capital are estimated to be $260 dollars per ounce of gold produced.
Initial capital costs are anticipated to be $13,790,300 all amounts are in U.S.
Dollars.”





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





The
exploration timetable and budget for the Twin Peaks Project is as
follows:





Initial
capital costs are currently estimated to be $12,974,728. All amounts are in US
dollars to complete a comprehensive drilling program, road repair and
extensions, design and building of a test mill of 50 to 1,000 tons per day
capacity. The estimate of six month time period is an estimate of time need to
perform tasks only and does not take into account delays for governmental review
and approval of our mining plan.





The
exploration timetable and budget for the Picacho Salton Project claims is as
follows:





Initial
capital costs are anticipated to be $13,790,300 all amounts are in U.S. Dollars
to complete an electromagnetic flyover, comprehensive road repair and
extensions, design and purchase of a wash plant of 10 tons per hour capacity.
The estimate of twelve week time period is an estimate of time needed to perform
tasks only and does not take into account delays for governmental review and
approval of our mining plan. At current fuel and labor prices, cash operating
costs, including operating cost and sustaining capital are estimated to be $260
dollars per ounce of gold produced.





How
the exploration program will be funded.





The
Company anticipates that funding will be by equity or debt financing in the form
of private placements, working interest joint venture, farm outs, sale or
mergers, and/or gold bullion loans in the United States, Europe and Asia. To
date we have received the proceeds from a gold bullion loan in the amount of
$635,000 as previously reported in Current Report on Form 8-K dated September
27, 2005, in addition to proceeds from a private placement and $1,200,000 in
proceeds from convertible debentures. At the beginning of fiscal 2009 we
received a commitment in the amount of $2.19 million to finance fiscal 2009
operations. As of the date of this report the Company has received $400,000 of
the $2.19 million in commitments for 2009. The December 2008 payment was not
received and the Company did not receive the rest of the committed funds. We
continue to pursue additional sources of financing. (see “Recent
Developments”)





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





The
Company is utilizing the services of Geological Support Services, LLC, and
Wondjina Research Institute and Biozone, Inc, for exploration and geological
work on the Company’s properties. Given adequate financing we intend to use
additional qualified mining consultants and engineers subject to their
availability and willingness and our need, but we have not contracted with any
other vendors as of the date of this Annual Report. A summary of the
qualifications of Geological Support Services, LLC follows:





Geological
Support Services, LLC, Robert A. Cameron, Ph.D. managing partner, is consulting
exploration geologist to the Company. Cameron has a Ph.D. in Geophysics from
Canterbury University. 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 was a professor of
geology and geosciences.


18


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 and Southwest of these revisions
is not clear at this time. Environmental laws and regulations enacted and
adopted in the future may have a significant impact upon USMetals’ future
operations.





Reclamation
plans which are approved by various environmental regulatory authorities are
subject to on-going review and modification. Although USMetals’ and Southwest’s
management believes that the reclamation plans developed and implemented for its
mine sites are reasonable under current conditions, any future re-determination
of reclamation conditions or requirements could significantly increase USMetals’
and Southwest’s costs of implementation of such plans.





Competition.





There is
aggressive competition within the minerals industry to discover and acquire
properties considered to have commercial potential. USMetals will compete for
promising gold exploration projects with other entities, many of which have
greater financial and other resources than USMetals. In addition, USMetals will
compete with other firms in its efforts to obtain financing to explore and
develop mineral properties including the claims it already owns. Further, the
mining industry is typified by companies with significantly greater financial
resources and market recognition than the Company. At present, the Company is
not a significant factor within this industry.





Employees
and Independent Contractors.





As of the
date of this Annual Report, the Company did not employ any persons other than
its executive officers and directors named herein, and part-time Office Manager,
Field Operations, Administrative Assistant, and clerical help. Administrative
and clerical help were laid off at the beginning of  May,
2009.





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


19


Item
1A. Risk Factors





Lack of Operating History and
Earnings. The Company has no operating history or revenues. The Company
expects to incur further losses in the foreseeable future due to significant
costs associated with its business development, and the business development of
its subsidiaries, including costs associated with its acquisition of new mining
claims and/or operations. There can be no assurance that The Company’s
operations will ever generate sufficient revenues to fund its continuing
operations that The Company will ever generate positive cash flow from its
operations, or that The Company will attain or thereafter sustain profitability
in any future period.





Speculative Nature of The Company’s
Proposed Operations; Dependence Upon Management.The success of The
Company’s operations, independently and through its subsidiaries, and its
proposed plan of operation will depend largely on the operations, financial
condition, and management of The Company. While management intends to engage in
the business purposes stated herein, there can be no assurance that it, or any
of its subsidiaries, will be successful in conducting such business. Presently,
the Company is totally dependent upon the personal efforts of its current
management. The loss of any officer or director of The Company could have a
material adverse effect upon its business and future prospects. The Company does
not presently have key-man life insurance upon the life of any of its officers
or directors. None of our management are chemists, metallurgists, mining
engineers or geologists and as such do not have the technical experience in
exploring for, starting, and/or operating a mine. Upon adequate funding
management intends to hire qualified and experienced personnel, including
additional officers and directors, and mining specialists, professionals and
consulting firms to advise management as needed; however there can be no
assurance that management will be successful in raising the necessary funds,
recruiting, hiring and retaining such qualified individuals. Such consultants
have no fiduciary duty to The Company or its shareholders, and may not perform
as expected. The success of The Company will, in significant part, depend upon
the efforts and abilities of management, including such consultants as are or
may be engaged in the future.





Risks Inherent In Exploration and
Mining Operations.Mineral exploration is highly speculative and capital
intensive. Most exploration efforts are not successful, in that they do not
result in the discovery of mineralization of sufficient quantity or quality to
be profitably mined. The Company’s Mining Claims are also indirectly subject to
all hazards and risks normally incidental to developing and operating mining
properties. These risks include insufficient ore reserves, fluctuations in
production costs that may make mining of reserves uneconomic; significant
environmental and other regulatory restrictions; and the risks of injury to
persons, property or the environment. In particular, the profitability of gold
mining operations is directly related to the price of gold. The price of gold
fluctuates widely and is affected by numerous factors that are beyond the
control of any mining company. These factors include expectations with respect
to the rate of inflation, the exchange rates of the dollar and other currencies,
interest rates, global or regional political, economic or banking crises, and a
number of other factors. If the price of gold should drop dramatically, the
value of the Mining Claims could also drop dramatically, and the Company might
then be unable to recover its investment in those interests or properties.
Selection of a property for exploration or development; the determination to
construct a mine and to place it into production, and the dedication of funds
necessary to achieve such purposes, are decisions that must be made long before
the first revenues from production will be received. Price fluctuations between
the time that such decisions are made and the commencement of production can
drastically affect the economics of a mine. The volatility of gold prices
represents a substantial risk, generally, which no amount of planning or
technical expertise can eliminate.





Uncertainty of Reserves and
Mineralization Estimates.There are numerous uncertainties inherent in
estimating proven and probable reserves and mineralization, including many
factors beyond The Company’s control. The estimation of reserves and
mineralization is a subjective process and the accuracy of any such estimates is
a function of the quality of available data and of engineering and geological
interpretation and judgment. Results of drilling, metallurgical testing and
production and the evaluation of mine plans subsequent to the date of any
estimate may justify revision of such estimates. No assurances can be given that
the volume and grade of reserves recovered and rates of production will not be
less than anticipated. Assumptions about prices are subject to great uncertainty
and gold prices have fluctuated widely in the past. Declines in the market price
of gold or other precious metals also may render reserves or mineralization
containing relatively lower grades of ore uneconomic to exploit. Changes in
operating and capital costs and other factors including, but not limited to,
short-term operating factors such as the need for sequential development of ore
bodies and the processing of new or different ore grades, may materially and
adversely affect reserves.


20


Environmental Risks.Mining is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Insurance against environmental risks (including
potential liability for pollution or other hazards as a result of the disposal
of waste products occurring from exploration and production) is not generally
available to The Company (or to other companies within the gold industry) at a
reasonable price. To the extent The Company becomes subject to environmental
liabilities, the satisfaction of any such liabilities would reduce funds
otherwise available and could have a material adverse effect on The Company.
Laws and regulations intended to ensure the protection of the environment are
constantly changing, and are generally becoming more restrictive.





Proposed Federal Legislation.Beginning in the 1990s, the U.S. Congress adopted revisions of the
General Mining Law of 1872, which governs the creation of mining claims and
related activities on Federal public lands in the United States. Similarly, the
U. S. Congress and the Clinton Administration eliminated the U.S. Bureau of
Mines, which was the agency responsible for gathering and maintaining data on
mines throughout the United States. Beyond changes to the existing laws, the
Congress or the Bush Administration, or the incoming Obama Administration may
propose or adopt new laws; any such revisions could also impair USMetals’ and
Southwest’s ability to develop, in the future, any mineral prospects that are
located on unpatented mining claims on Federal lands.





Title to Properties.The
validity of unpatented mining claims, which constitute all of The Company’s
property holdings, is often uncertain and such validity is always subject to
contest. Unpatented mining claims are unique property interests and are
generally considered subject to greater title risks than patented mining claims,
or other real property interests that are owned in fee simple. The Company has
not filed any patent applications for any of its properties that are located on
Federal public lands in the United States, (specifically, in the States of
Arizona and California), and, under changes to the General Mining Law, patents
may not be available for such properties. Although management believes it has
taken requisite action to acquire satisfactory title to its undeveloped
properties, it does not intend to go to the expense to obtain title opinions
until financing is secured to develop the property, with the attendant risk that
title to some properties, particularly title to undeveloped properties, may be
defective.





Competition.There is
aggressive competition within the minerals industry to discover and acquire
properties considered to have commercial potential. The Company will compete for
promising gold exploration projects with other entities, many of which have
greater financial and other resources than The Company. In addition, the Company
will compete with other firms in its efforts to obtain financing to explore and
develop mineral properties.





The Company’s Financial Statements
Contain a “Going Concern Qualification.” The Company may not be able to
operate as a going concern. The independent auditors’ report accompanying its
financial statements contains an explanation that The Company’s financial
statements have been prepared assuming that it will continue as a going concern.
Note 1 to these financial statements indicates that The Company is in the
exploration stage and needs additional funds to implement its plan of
operations. This condition raises substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. The
Company’s audit report and financial statements are included herein as “PART II,
Item 7”.





Uncertainty As To Management’s
Ability To Control Costs And Expenses.With respect to The Company’s
development of its mining properties and the implementation of commercial
operations, management cannot accurately project or give any assurance, with
respect to its ability to control development and operating costs and/or
expenses. Consequently, if management is not able to adequately control costs
and expenses, such operations may not generate any profit or may result in
operating losses.





No Dividends. The Company has
not paid any dividends nor, by reason of its present financial status and
contemplated financial requirements, does it anticipate paying any dividends in
the foreseeable future.


21


Risks of Low-Priced Stocks And
Possible Effect of “Penny Stock” Rules on Liquidity. Currently the
Company’s stock is defined as a “penny stock” under Rule 3a51-1 adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended. In general, a “penny stock” includes securities of companies which are
not listed on the principal stock exchanges or the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”) or National Market
System (“NASDAQ NMS”) and have a bid price in the market of less than $5.00; and
companies with net tangible assets of less than $2,000,000 ($5,000,000 if the
issuer has been in continuous operation for less than three years), or which has
recorded revenues of less than $6,000,000 in the last three years. “Penny
stocks” are subject to rule 15g-9, which imposes additional sales practice
requirements on broker-dealers that sell such securities to persons other than
established customers and “accredited investors” (generally, individuals with
net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or
$300,000 together with their spouses, or individuals who are officers or
directors of the issuer of the securities). For transactions covered by Rule
15g-9, a broker-dealer must make a special suitability determination for the
purchaser and have received the purchaser’s written consent to the transaction
prior to sale. Consequently, this rule may adversely affect the ability of
broker-dealers to sell The Company’s stock, and therefore, may adversely affect
the ability of The Company’s stockholders to sell stock in the public
market.





Shares Eligible for Future
Sale. A total of 74,319,469 shares of Common Stock are issued and
outstanding as of the date of this Annual Report, of which approximately
48,819,469 shares thereof are “restricted securities” as that term is defined
under the Securities Act. Therefore, all such restricted shares must be held
indefinitely unless subsequently registered under the Securities Act or an
exemption from registration becomes available. One exemption that may be
available in the future is Rule 144 adopted under the Securities Act. Generally,
under Rule 144 any person holding restricted securities for at least one year
may publicly sell in ordinary brokerage transactions, within a 3 month period,
the greater of one (1%) percent of the total number of a company’s shares
outstanding or the average weekly reported volume during the four weeks
preceding the sale, if certain conditions of Rule 144 are satisfied by the
company and the seller. Furthermore, with respect to sellers who are
“non-affiliates” of the company, as that term is defined in Rule 144, the volume
sale limitation does not apply and an unlimited number of shares may be sold,
provided the seller meets a holding period of 2 years. However, the SEC revised
Rule 144, effective February 15, 2008, which shortens the holding period to six
months in some cases and remove the volume restrictions for any such sales.
Sales under Rule 144 may have a depressive effect on the market price of The
Company’s securities, should a public market be available for The Company’s
shares.





Safe Harbor Statement: Under
the United States Private Securities Litigation Reform Act of 1995, except for
the statements of historical fact contained herein, the information presented
constitutes “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements,
including but not limited to those with respect to the price of gold, the timing
of the exploration of the Company’s properties, the timing of the development of
the Company’s properties, the timing and amount of estimated future production,
costs of production, mineralization and “reserve” determination involve known
and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the actual
results of current exploration and development activities, conclusions of
economic evaluations, changes in project parameters as plans continue to be
refined, future prices of gold, silver or other metals and minerals. Although
the Company has attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements.





(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, NW, 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.


22


ITEM
1B. UNRESOLVED STAFF COMMENTS





Not
Applicable.





ITEM
2. PROPERTIES





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





ITEM
3. LEGAL PROCEEDINGS





On
December 22, 2006, an individual filed suit against the Company in the Arizona
Superior Court, alleging that the Company failed to pay him wages and expenses
pursuant to certain labor laws dating back to March, 2004. This individual was
seeking damages in the amount of $149,000 plus interest and attorney’s fees. On
January 23, 2007, the Company filed a notice of removal of action to have this
individual’s claim moved from state to federal court and such motion was
granted. We prevailed on this individual’s primary claim, i.e., the claim under
the Arizona Wage Payment Act. The Company settled the lawsuit and the case was
dismissed. Please see notes to the financial statement.





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





On
September 28, 2009 a meeting of the shareholders was held without notice
pursuant to the applicable provisionso of the Nevada corporate statues and the
bylaws of the corporation at which meeting a majority of the shares of the
company were voted in person and by proxy:





1.
            To
      amend the Articles of Incorporation to change the authorized number of the
      Company’s Series A Preferred stock from 10 million shares to 30 million
      shares;


2.
            To
      ratify the interim appointments of Robert Dultz as President and Spencer
      Eubank as a Director for the remainder of fiscal 2009 and his appointment
      as Secretary-Treasurer of the
Corporation;


3.
            To
      accept the nominations for fiscal 2010 directors by the shareholders of
      Robert Dultz, Director and Chairman, Spencer Eubank, Director, Michelle
      Seibel, Director, and as outside directors Carl O’Baugh, and B. Keith
      Simerson;


4.
            To
      ratify the Officers of the corporation for fiscal 2010: Robert Dultz CEO,
      President and acting CFO; Spencer Eubank Secretary-Treasurer; and Michelle
      Seibel Acting Secretary;


5.
            To
      authorize the purchase of Series A Preferred stock by Officers and
      Directors of the corporation at par value and the issuance of said shares
      as follows: Robert Dultz, 10 million Preferred A Shares, Spencer Eubank, 1
      million Preferred A Shares, Carl O’Baugh, 6,250 Preferred A Shares,
      Michelle Seibel, 6,250 Preferred A Shares, and B. Keith Simerson, 6,250
      Preferred A Shares;


6.
            To
      authorize the release of proprietary corporate information, including
      information regarding the corporation’s properties, to select individuals
      and entities after acknowledging the confidentiality of that information
      for the purpose of fund raising, property development, joint-ventures,
      mergers and acquisitions, and other deal making
  activities;


7.
            To
      authorize the re-negotiation of the “Gold Bullion Loan” to gain an
      extension of time to repay the loan from the
  lender;


8.
            To
      authorize the Board to take action for breach of contract for funding of
      2008-2009 commitment if it is deemed prudent to do
  so;


9.
            To
      take whatever actions are deemed necessary by the Board to protect the
      corporation’s rights, through its subsidiaries to explore, develop and
      extract the minerals at the Twin Peaks Project property and the Picacho
      Salton Project property;


10.
            To
      authorize the distribution to the corporation’s shareholders of shares in
      USMetals, Inc., and Southwest Resource Development, Inc., at a
      proportionate rate to be determined by the Board (for example 1 subsidiary
      share for a to-be-determined number USCorp) Common A, Common B, and Series
      A and B Preferred shares (based on conversion of Preferred shares to
      Common shares) owned, and to issue USMetals, Inc., and Southwest Resource
      Development, Inc. shares to warrant holders of USCorp warrants when they
      exercise their warrants, fractions to be rounded to the next highest full
      share, if it is determined prudent to do so; warrants when they exercise
      their warrants, fractions to be rounded to the next highest full
      share;


11.
            To
      authorize the Board to implement or to not implement such spinoff(s) and
      share distributions at the discretion of the Board, when and if necessary,
      in order to protect the investments and rights of the shareholders as well
      as the Corporation’s ownership of said properties by and through USMetals,
      Inc., and Southwest Resource Development,
Inc.;


23


12.
            To
      authorize the Board to raise funds by selling stock in a manner, for a
      price and at a time to be determined by the
  Board;


13.
            To
      authorize the Board to make whatever deals it deems necessary or
      beneficial to further the development of the Company’s mining claims and
      properties; and


14.
            To
      approve the prior actions of the Board of Directors during fiscal
      2009.




PART
II





ITEM
5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.





The
Company’s securities are quoted on the OTC Bulletin Board and as of December 23,
2003 the Company’s shares are also traded on the Third Segment of the Berlin
Stock Exchange under symbol UCP.BER, WKN number A0BLBB. As of May 11, 2006
USCorp’s Class B Non-Voting Common Shares have been included in the Deutche
Borse Exchange trading within the Open Market (Freiverkehr) under the Symbol
“U9C.F” and the WKN# is A0JEQQ.





The
following table sets forth for the periods indicated the range of high and low
closing price quotations for the Company’s common stock during the past two
fiscal years. These quotations represent inter-dealer prices without retail
mark-up, mark-down or commission and may not represent actual
transactions:





PERIOD
                  
                  HIGH
                  
                  
                  LOWQuarter
      ended December 31, 2007
                  
                  
                  0.37
                  
                  
                  
                  0.14Quarter
      ended March 31, 2008
                  
                  
                  0.25
                  
                  
                  
                  0.13Quarter
      ended June 30, 2008
                  
                  
                  0.27
                  
                  
                  
                  0.10Quarter
      ended September 30, 2008
                  
                  
                  0.13
                  
                  
                  
                  0.06Quarter
      ended December 31, 2008
                  
                  
                  0.11
                  
                  
                  
                  0.05Quarter
      ended March 31, 2009
                  
                  
                  0.09
                  
                  
                  
                  0.04Quarter
      ended June 30, 2009
                  
                  
                  0.08
                  
                  
                  
                  0.04Quarter
      ended September 30, 2009
                  
                  
                  0.08
                  
                  
                  
                  0.04





On
December 31, 2009 the reported closing price for the Company’s common stock was
$0.04 per share; there were approximately 800 record holders of the Company’s
shares.





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





Recent
Sales of registered and unregistered securities.





During
fiscal year 2009, the Company issued an aggregate of 845,064 shares of Class A
common stock for services rendered.





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





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





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


24


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





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





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





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





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





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





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





ITEM
6. SELECTED FINANCIAL DATA.





Not
Applicable.





ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





You
should read the following discussion and analysis in conjunction with the
Consolidated Financial Statements and Notes thereto, and the other financial
data appearing elsewhere in this Annual Report.





The
information set forth in Management’s Discussion and Analysis of Financial
Condition and Results of Operations (“MD&A”) contains certain
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21 E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, including,
among others (i) expected changes in the Company’s revenues and profitability,
(ii) prospective business opportunities and (iii) the Company’s strategy for
financing its business. Forward-looking statements are statements other than
historical information or statements of current condition. Some forward-looking
statements may be identified by use of terms such as “believes”, “anticipates”,
“intends” or “expects”. These forward-looking statements relate to the plans,
objectives and expectations of the Company for future operations. Although the
Company believes that its expectations with respect to the forward-looking
statements are based upon reasonable assumptions within the bounds of its
knowledge of its business and operations, in light of the risks and
uncertainties inherent in all future projections, the inclusion of
forward-looking statements in this Annual Report should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved.





The
Company’s revenues and results of operations could differ materially from those
projected in the forward-looking statements as a result of numerous factors,
including, but not limited to, the following: (i) changes in external
competitive market factors, (ii) termination of certain operating agreements or
inability to enter into additional operating agreements, (iii) inability to
satisfy anticipated working capital or other cash requirements, (iv) changes in
or developments under domestic or foreign laws, regulations, governmental
requirements or in the mining industry, (v) changes in the Company’s business
strategy or an inability to execute its strategy due to unanticipated changes in
the market, (vi) various competitive factors that may prevent the Company from
competing successfully in the marketplace, and (ix) the Company’s lack of
liquidity and its ability to raise additional capital. In light of these risks
and uncertainties, there can be no assurance that actual results, performance or
achievements of the Company will not differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The foregoing review of important factors should not be construed as
exhaustive. The Company undertakes no obligation to release publicly the results
of any future revisions it may make to forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.


25


OVERVIEW





The
Company is an “exploration stage” company. During fiscal year ended September
30, 2009, the Company’s activities centered on the exploration of USMetals’
mining property known as the Twin Peaks Project in the Eureka Mining District of
Yavapai County, Arizona, the exploration of the Picacho Salton Project Claims in
the Mesquite Mining District of Imperial County, California. During the fiscal
year, the Company did not engage in any commercially viable operations and
realized no revenues from its activities. The annual costs incurred to date were
primarily for the continued exploration of the Company’s mining properties,
expansion and maintenance of the Company’s website, legal and accounting costs
in conjunction with the Company’s general and administrative expenses in
anticipation of completing exploration and commencing a test production program
on the Company’s mining properties. The annual maintenance fee payment for the
412 claims owned by the Company is $140 per claim for a total annual cost of
$57,680.





All of
the Company’s mining claims are owned by its subsidiaries, USMetals, Inc. and
Southwest Resource Development, Inc. Geological Support Services, LLC, has
agreed to continue to supervise and direct the work of the Twin Peaks Project
Team through completion of permitting.




The
Company, through its wholly owned subsidiary, USMetals, owns 177 unpatented
contiguous mining claims totaling 3,440 acres in the Eureka Mining District of
Yavapai County, Arizona. These claims have a history of mining activity from the
middle of the 19th century to the beginning of World War II. Gold, silver,
copper and other minerals were recovered. The previous owners started
acquisition of this claim group in the early 1940s and by the mid-1980s the
claims group totaled 134 claims. Exploration, drilling and assessment work was
done and several geological reports were completed indicating the presence of
economically viable deposits of precious metals and complex ores.





In 2007
and 2008 we conducted exploration, testing, surveying and re-staking of all
claims, and completed Phases 1, 2 and 2.5 of a 3-phase drilling program; and in
2009 we added 36 claims to the group (see “Recent Developments”). In 2007 a
feasibility study and technical report were prepared by Geological Support
Services, LLC, which stated in part: “The feasibility study operating plan
assumes an open cast quarry type operation containing [mineralized material].
The project anticipates utilizing conventional truck and shovel mining methods
with the processing of ore at full production of 800 tons per day for the first
year, yielding an annual production of 34,748 oz. of gold and 126,000 oz. of
silver the first year. Estimated mine life is 12.9 years. Production levels (and
mine life) will increase as proven reserve amounts increase. The feasibility
study assumes an economic base case, utilizing $600 per ounce gold and $12 per
ounce silver. At such prices cash operating costs, including operating costs and
initial sustaining capital are estimated at $250 dollars per ounce of gold.
Initial capital costs are currently estimated to be $12,974,728. All amounts are
in US dollars.”





The
Company, through its wholly owned subsidiary Southwest Resource development,
Inc, (“Southwest”) owns 235 unpatented lode placer mining claims totaling
approximately 4,600 acres in the Mesquite Mining District of eastern Imperial
County, California which the Company refers to as the Picacho Salton Project
Claims. These claims and the surrounding Mesquite Mining District have a history
of mining activity going back almost 200 years. The exploration, drilling and
assessment work at the Picacho Salton Project Claims in the Mesquite Mining
District of Imperial County, was done and geological reports were completed by
prior owners in the 1980s and indicated at that time the presence of
economically viable deposits of precious metals.


26


In 2008
we conducted additional exploration, testing, surveying and re-staking of all
claims, and added a total of 77 claims to the group of which 70 claims are
primarily gold bearing and seven claims, approximately 140 acres, are Pink
Rhyolite (decorative rock) and construction grade aggregate. Geological Support
Services LLC completed a feasibility study covering the gold claims, it says in
part: “The feasibility study operating plan assumes an open caste quarry type
operation containing [mineralized material]. The plan anticipates conventional
truck and shovel mining techniques. Processing will be phased according to ore
type and permit approvals. Phase 1 being a wash and sedimentation gravity system
with initial production capacity of 1,000 tons per day ramping to 6,000 tons per
day. This type of operation has been proven to achieve .02 ounce per ton
recovery, in the targeted placers. With approval of cyanide leach permits, the
implementation of leaching facilities will increase recovery to the 87% target.
Also along with the construction of the leaching facilities, the milling circuit
for processing the hard rock lode ore will be constructed. This grinding circuit
will be designed to crush incoming hard rock down to 150- prior to gravity
separation and leaching. Although this study is based on production of 6,000
tons a day it is anticipated that if additional water resources are developed
production could be increased to greater levels. Mine life is estimated to be in
excess of 20 years. The feasibility study assumes an economic base case
utilizing a $600 per ounce gold price. At current fuel and labor prices, cash
operating costs, including operating cost and sustaining capital are estimated
to be $260 dollars per ounce of gold produced. Initial capital costs are
anticipated to be $13,790,300 all amounts are in U.S. Dollars.”





Impairment
Expense





We
acquired the Twin Peaks Project asset in 2002 and have been conducting
exploration work on it, with the goal of commencing mineral production, for
seven 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 pursuing the financing
necessary to proceed with our plans to commence mining activity now that we have
completed a feasibility study on the property and Phase One and Phase Two of our
drilling program. The feasibility study prepared by Geological Support Services,
LLC, stated in part: “The feasibility study operating plan assumes an open cast
quarry type operation containing [mineralized material].”





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 2009 was $947,229 compared to $1,708,250
for last year, a decrease of approximately 44%. The main area of decrease was in
consulting costs ($342,847 for fiscal 2009 compared to $728,320 last year).
Administration expenses decreased ($492,179 for fiscal 2009 compared to $851,862
last year). The decrease in administrative expenses was due to the decrease in
salaries and space rental costs.





As a
result of general and administrative costs, the Company experienced a net loss
from operations of $1,293,237 for the year ended September 30, 2009 compared to
loss from operations of $2,498,879 for the year ended September 30,
2008.





After
interest expense in fiscal 2009 of $209,937, compared to $468,643 in the prior
year, the Company realized a net loss for fiscal 2009 of $1,291,843 as compared
to a net loss of $2,498,879 for the prior fiscal year. This loss translated into
a loss of $.02 per share for fiscal 2009, compared to a loss of $.05 per share
for fiscal 2008.





II.
Discussion of Financial Condition: Liquidity and Capital Resources





At
September 30, 2009 cash on hand was $18,527 as compared with $327,945 at
September 30, 2008. The Company received services in the aggregate amount of
$62,390 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, 2009 were $19,557 as compared to $331,135 at September
30, 2008.





The
Company’s total stockholders’ equity changed to -$2,60,392 at September 30, 200
from -$1,814,376 at September 30, 2008. The increase in the deficit of total
stockholders’ equity was due to the loss from operations and the issuance of
shares for services rendered.


27




We may
consider a private placement for royalties or working interest to raise funds
for operations and continued exploration and development programs.





Regarding
regulatory issues, the Company is subject to the following:


1.
            The
      securities laws, regulations and rules of the United States because we are
      a public corporation and because our Class A Common stock trades on the
      over-the-counter bulletin board;


2.
            Nevada
      corporation and business statues because we are a Nevada
      corporation;


3.
            Bureau
      of Land Management policies, rules and regulations because our mining
      claims are located on U.S. Federal government Department of the Interior,
      Bureau of Land Management land;


4.
            Federal
      Department of the Interior, Bureau of Land Management regulators in
      California and


5.
            Federal
      Department of the Interior, Bureau of Land Management regulators in
      Arizona.





As of the
date of this report the company intends to file its first quarter of fiscal 2010
report on form 10-Q for October 1, 2009 to December 31, 2009 with the SEC. In
the event that enough additional money for operations is not received the
Company may discontinue filing with the SEC due to the relatively high costs in
terms of money and man-hours of preparing these reports and being a fully
reporting company. In that event we expect our Class A common stock to be
disqualified from trading on the OTC:BB, and could disqualify our Class A and
Class B shares from trading in Germany on the Frankfurt and Berlin exchanges
respectively. We expect our Class A common shares would continue trading in the
United States on the Pink Sheets.





Impact
of Inflation





The
general level of inflation has been relatively low during the last several
fiscal years and has not had a significant impact on the Company.





Off
Balance Sheet Arrangements





None





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





Not
Applicable.





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Management's
Report on Internal Control Over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the
Exchange Act as a process designed by, or under the supervision of, the
Company's principal executive and principal financial officers and effected by
the Company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles and includes those policies and
procedures that:





* pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
Company;





* provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorization of management and directors of
the Company; and





* provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




28




Management
assessed the effectiveness of the Company's internal control over financial
reporting as of September 30, 2008. In making this assessment, management used
the criteria established in "Internal Control-Integrated Framework," issued by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).





Based on
this assessment, management believes that, as of September 30, 2009, 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.





29




Management's
Report on Internal Control Over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the
Exchange Act as a process designed by, or under the supervision of, the
Company's principal executive and principal financial officers and effected by
the Company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles and includes those policies and
procedures that:





* pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
Company;





* provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorization of management and directors of
the Company; and





* provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of the Company's internal control over financial
reporting as of September 30, 2009. In making this assessment, management used
the criteria established in "Internal Control-Integrated Framework," issued by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).





Based on
this assessment, management believes that, as of September 30, 2009, 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.




30




DONAHUE
ASSOCIATES, LLC


Certified
Public Accountants


27
Beach Road Suite CO5A


Monmouth
Beach, NJ 07750


Tel.
732-229-7723





Report of Independent Registered
Public Accounting Firm





To the
Board of Directors and Stockholders of USCorp,




We have
completed the audit of the consolidated financial statements of USCorp as of
September 30, 2009 and September 30, 2008 in accordance with the standards of
the Public Company Accounting Oversight Board (United States).




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes, examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.




In our
opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of USCorp at September 30, 2009 and September
30, 2008, and the results of its operations, cash flows, and changes in
shareholders’ equity for the years then ended in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.




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




Donahue
Associates LLC


Monmouth
Beach, New Jersey


January
12, 2010





31




USCorp


(an
Exploration Stage Company)


Balance
Sheet


As
of September 30, 2009 and September 30, 2008


As Restated30-Sep-09
                                    
                                    
                                    30-Sep-08ASSETSCurrent
      assets:Cash
                                    
                                    $
                                    18,527
                                    
                                    
                                    $
                                    327,945Total
      current assets
                                    
                                    $
                                    18,527
                                    
                                    
                                    $
                                    327,945Other
      assets:Equipment-
      net
                                    
                                    
                                    1,030
                                    
                                    
                                    
                                    3,190Total
      assets
                                    
                                    $
                                    19,557
                                    
                                    
                                    $
                                    331,135LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable & accrued expenses
                                    
                                    $
                                    8,953
                                    
                                    
                                    $
                                    189,211Gold
      bullion loan
                                    
                                    
                                    1,786,025
                                    
                                    
                                    
                                    1,592,100Convertible
      debenture payable
                                    
                                    
                                    249,955
                                    
                                    
                                    
                                    0Subscriptions
      payable
                                    
                                    
                                    93,481
                                    
                                    
                                    
                                    0Total
      current liabilities
                                    
                                    $
                                    2,138,414
                                    
                                    
                                    $
                                    1,781,311Convertible
      debenture payable
                                    
                                    
                                    390,661
                                    
                                    
                                    
                                    288,702Due
      to officer
                                    
                                    
                                    16,349
                                    
                                    
                                    
                                    0Shareholders'
      equity:Series
      A preferred stock, one share convertible to eight shares of
      common;par
      value $0.001, 30,000,000 shares authorized,5,218,750
      shares issued and outstanding at September 30, 2008 and
      6,612,500at
      September 30, 2009
                                    
                                    
                                    8327
                                    
                                    
                                    
                                    7,000Series
      B preferred stock, one share convertible to two shares of
      common;10%
      cumulative stated dividend, stated value $0.50, 50,000,000 shares
      authorized,141,687
      outstanding at September 30, 2009, stated value; $0.50
                                    
                                    
                                    63,498
                                    
                                    
                                    
                                    63,498Common
      stock B- $.001 par value, authorized 250,000,000 shares,issued
      and outstanding, 5,000,000 shares at September 30, 2009
                                    
                                    
                                    5,000
                                    
                                    
                                    
                                    5,000Common
      stock A- $.01 par value, authorized 550,000,000 shares
      authorized,issued
      and outstanding, 60,612,630 shares at September 30, 2008and
      74,319,469 at September 30, 2009
                                    
                                    $
                                    743,195
                                    
                                    
                                    $
                                    606,126Additional
      paid in capital
                                    
                                    
                                    12,183,315
                                    
                                    
                                    
                                    11,815,463Accumulated
      deficit - exploration stage
                                    
                                    
                                    (15,529,202
                                    )
                                    
                                    
                                    (14,235,965
                                    )Total
      shareholders' deficit
                                    
                                    
                                    (2,602,692
                                    )
                                    
                                    
                                    (1,814,376
                                    )Total
      Liabilities & Shareholders' Deficit
                                    
                                    $
                                    19,557
                                    
                                    
                                    $
                                    331,135




See
the notes to the financial statements.




32




USCorp


(an
Exploration Stage Company)


Statements
of Operations


For
the Years Ended September 30, 2009 and September 30, 2008


and
from Inception, May 1989 through September 30, 2009





As Restated
                      
                      
                      Inception30-Sep-09
                      
                      
                      30-Sep-08
                      
                      
                      to DateGeneral
      and administrative expenses:Consulting
                      
                      $
                      342,847
                      
                      
                      $
                      728,320
                      
                      
                      $
                      6,759,503Administration
                      
                      
                      492,179
                      
                      
                      
                      851,862
                      
                      
                      
                      5,400,460License
      expense
                      
                      
                      100
                      
                      
                      
                      56,775
                      
                      
                      
                      247,559Professional
      fees
                      
                      
                      112,103
                      
                      
                      
                      71,293
                      
                      
                      
                      676,723Total
      general & administrative expenses
                      
                      
                      947,229
                      
                      
                      
                      1,708,250
                      
                      
                      
                      13,084,245Net
      loss from operations
                      
                      $
                      (947,229
                      )
                      
                      $
                      (1,708,250
                      )
                      
                      $
                      (13,084,245
                      )Other
      income (expenses):Interest
      income
                      
                      
                      644
                      
                      
                      
                      7,264
                      
                      
                      
                      7,908Interest
      expense
                      
                      
                      (209,937
                      )
                      
                      
                      (468,643
                      )
                      
                      
                      (931,969
                      )Loss
      on unhedged derivative
                      
                      
                      (136,715
                      )
                      
                      
                      (329,250
                      )
                      
                      
                      (920,896
                      )Loss
      on mining claim
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      (600,000
                      )Net
      loss before provision for income taxes
                      
                      $
                      (1,293,237
                      )
                      
                      $
                      (2,498,879
                      )
                      
                      $
                      (15,529,202
                      )Provision
      for income taxes
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Net
      loss
                      
                      $
                      (1,293,237
                      )
                      
                      $
                      (2,498,879
                      )
                      
                      $
                      (15,529,202
                      )Basic
      & fully diluted net loss per common share
                      
                      $
                      (0.02
                      )
                      
                      $
                      (0.05
                      )Weighted
      average of common shares outstanding:Basic
      & fully diluted
                      
                      
                      66,685,586
                      
                      
                      
                      53,945,024




See
the notes to the financial statements.




33




USCorp


(an
Exploration Stage Company)


Statements
of Cash Flows


For
the Years Ended September 30, 2009 and September, 30, 2008


and
from Inception, May 1989 through September 30, 2009





As Restated
                        
                        
                        Inception30-Sep-09
                        
                        
                        30-Sep-08
                        
                        
                        to DateOperating
      Activities:Net
      loss
                        
                        $
                        (1,293,237
                        )
                        
                        $
                        (2,498,879
                        )
                        
                        $
                        (15,529,202
                        )Adjustments
      to reconcile net income itemsnot
      requiring the use of cash:Loss
      on sale of mining claim
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        600,000Consulting
      fees
                        
                        
                        62,390
                        
                        
                        
                        162,650
                        
                        
                        
                        2,147,560Depreciation
      expense
                        
                        
                        2,160
                        
                        
                        
                        3,882
                        
                        
                        
                        16,525Legal
      settlement expense
                        
                        
                        12,000
                        
                        
                        
                        0
                        
                        
                        
                        12,000Interest
      expense
                        
                        
                        209,937
                        
                        
                        
                        468,643
                        
                        
                        
                        931,969Shares
      issued for mining claim
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        2,449,465Loss
      on unhedged underlying derivative
                        
                        
                        136,715
                        
                        
                        
                        329,250
                        
                        
                        
                        920,896Changes
      in other operating assets and liabilities :Accounts
      payable and accrued expenses
                        
                        
                        (178,070
                        )
                        
                        
                        158,293
                        
                        
                        
                        2,391,141Net
      cash used by operations
                        
                        $
                        (1,048,105
                        )
                        
                        $
                        (1,376,161
                        )
                        
                        $
                        (6,059,646
                        )Investing
      activities:Purchase
      of office equipment
                        
                        $
                        0
                        
                        
                        $
                        (1,641
                        )
                        
                        $
                        (17,555
                        )Net
      cash used by investing activities
                        
                        
                        0
                        
                        
                        
                        (1,641
                        )
                        
                        
                        (17,555
                        )Financing
      activities:Issuance
      of common stock
                        
                        $
                        427,463
                        
                        
                        $
                        163,010
                        
                        
                        $
                        2,742,241Issuance
      of preferred stock
                        
                        
                        1,394
                        
                        
                        
                        7,000
                        
                        
                        
                        78,559Issuance
      of gold bullion note
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        648,282Subscriptions
      received
                        
                        
                        93,481
                        
                        
                        
                        0
                        
                        
                        
                        662,804Issuance
      of convertible notes
                        
                        
                        200,000
                        
                        
                        
                        200,000
                        
                        
                        
                        1,600,000Advances
      received (paid) shareholder
                        
                        
                        16,349
                        
                        
                        
                        (205,264
                        )
                        
                        
                        363,843Net
      cash provided by financing activities
                        
                        
                        738,687
                        
                        
                        
                        164,746
                        
                        
                        
                        6,095,729Net
      increase (decrease) in cash during the period
                        
                        $
                        (309,418
                        )
                        
                        $
                        (1,213,056
                        )
                        
                        $
                        18,527Cash
      balance at beginning of the fiscal year
                        
                        
                        327,945
                        
                        
                        
                        1,541,001
                        
                        
                        
                        0Cash
      balance at September 30th
                        
                        $
                        18,527
                        
                        
                        $
                        327,945
                        
                        
                        $
                        18,527Supplemental
      disclosures of cash flow information:Interest
      paid during the fiscal period
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0Income
      taxes paid during the period
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0




See
the notes to the financial statements.




34




USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception in May 1989





Common
                          
                          
                          Common
                          
                          
                          Paid
      in
                          
                          
                          Accumulated
                          
                          
                          
                          
                          
                          StockShares
                          
                          
                          Par
      Value
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          Total
                          
                          
                          Price
      *Inception
                          
                          
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0Issuance
      of common stock
                          
                          
                          84,688
                          
                          
                          
                          847
                          
                          
                          
                          1,185,153
                          
                          
                          
                          
                          
                          
                          
                          1,186,000
                          
                          
                          $
                          0.07Net
      income fiscal 1990
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          520,000
                          
                          
                          
                          520,000Balance
      at September 30, 1990-unaudited
                          
                          
                          84,688
                          
                          
                          $
                          847
                          
                          
                          $
                          1,185,153
                          
                          
                          $
                          520,000
                          
                          
                          $
                          1,706,000Net
      income fiscal 1991
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,108,000
                          
                          
                          
                          1,108,000Balance
      at September 30, 1991-unaudited
                          
                          
                          84,688
                          
                          
                          $
                          847
                          
                          
                          $
                          1,185,153
                          
                          
                          $
                          1,628,000
                          
                          
                          $
                          2,814,000Issuance
      of common stock
                          
                          
                          472
                          
                          
                          
                          5
                          
                          
                          
                          32,411
                          
                          
                          
                          
                          
                          
                          
                          32,416
                          
                          
                          $
                          0.22Net
      income fiscal 1992
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          466,000
                          
                          
                          
                          466,000Balance
      at September 30, 1992-unaudited
                          
                          
                          85,160
                          
                          
                          $
                          852
                          
                          
                          $
                          1,217,564
                          
                          
                          $
                          2,094,000
                          
                          
                          $
                          3,312,416Net
      loss fiscal 1993
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (3,116,767
                          )
                          
                          
                          (3,116,767
                          )Balance
      at September 30, 1993-unaudited
                          
                          
                          85,160
                          
                          
                          $
                          852
                          
                          
                          $
                          1,217,564
                          
                          
                          $
                          (1,022,767
                          )
                          
                          $
                          195,649Net
      loss fiscal 1994
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (63,388
                          )
                          
                          
                          (63,388
                          )Balance
      at September 30, 1994-unaudited
                          
                          
                          85,160
                          
                          
                          $
                          852
                          
                          
                          $
                          1,217,564
                          
                          
                          $
                          (1,086,155
                          )
                          
                          $
                          132,261Net
      income fiscal 1995
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (132,261
                          )
                          
                          
                          (132,261
                          )Balance
      at September 30, 1995-unaudited
                          
                          
                          85,160
                          
                          
                          $
                          852
                          
                          
                          $
                          1,217,564
                          
                          
                          $
                          (1,218,416
                          )
                          
                          $
                          0Net
      loss fiscal 1996
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          0
                          
                          
                          
                          0Balance
      at September 30, 1996-unaudited
                          
                          
                          85,160
                          
                          
                          $
                          852
                          
                          
                          $
                          1,217,564
                          
                          
                          $
                          (1,218,416
                          )
                          
                          $
                          0





35




USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception in May 1989


(Continued)




Common
                                      
                                      
                                      Common
                                      
                                      
                                      Paid in
                                      
                                      
                                      Accumulated
                                      
                                      
                                      
                                      
                                      
                                      StockShares
                                      
                                      
                                      Par Value
                                      
                                      
                                      Capital
                                      
                                      
                                      Deficit
                                      
                                      
                                      Total
                                      
                                      
                                      Price *Stock
      issued for mining claim
                                      
                                      
                                      150,000
                                      
                                      
                                      
                                      1,500
                                      
                                      
                                      
                                      598,500
                                      
                                      
                                      
                                      
                                      
                                      
                                      600,000
                                      
                                      
                                      $
                                      0.20Issuance
      of common stock
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      500
                                      
                                      
                                      
                                      59,874
                                      
                                      
                                      
                                      
                                      
                                      
                                      60,374
                                      
                                      
                                      $
                                      0.06Stock
      issued for services
                                      
                                      
                                      14,878
                                      
                                      
                                      
                                      149
                                      
                                      
                                      
                                      29,608
                                      
                                      
                                      
                                      
                                      
                                      
                                      29,757
                                      
                                      
                                      $
                                      0.10Net
      loss fiscal 1997
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (90,131
                                      )
                                      
                                      
                                      (90,131
                                      )Balance
      at September 30, 1997-unaudited
                                      
                                      
                                      300,038
                                      
                                      
                                      $
                                      3,001
                                      
                                      
                                      $
                                      1,905,546
                                      
                                      
                                      $
                                      (1,308,547
                                      )
                                      
                                      $
                                      600,000Capital
      contributed by shareholder
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      58,668
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      58,668Net
      loss fiscal 1998
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (58,668
                                      )
                                      
                                      
                                      (58,668
                                      )Balance
      at September 30, 1998-unaudited
                                      
                                      
                                      300,038
                                      
                                      
                                      $
                                      3,001
                                      
                                      
                                      $
                                      1,964,214
                                      
                                      
                                      $
                                      (1,367,215
                                      )
                                      
                                      $
                                      600,000Capital
      contributed by shareholder
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      28,654
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      28,654Net
      income fiscal 1999
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (26,705
                                      )
                                      
                                      
                                      (26,705
                                      )Balance
      at September 30, 1999-unaudited
                                      
                                      
                                      300,038
                                      
                                      
                                      $
                                      3,001
                                      
                                      
                                      $
                                      1,992,868
                                      
                                      
                                      $
                                      (1,393,920
                                      )
                                      
                                      $
                                      601,949Capital
      contributed by shareholder
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      22,750
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      22,750Net
      loss fiscal 2000
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (624,699
                                      )
                                      
                                      
                                      (624,699
                                      )Balance
      at September 30, 2000-unaudited
                                      
                                      
                                      300,038
                                      
                                      
                                      $
                                      3,001
                                      
                                      
                                      $
                                      2,015,618
                                      
                                      
                                      $
                                      (2,018,619
                                      )
                                      
                                      $
                                      0


36


USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception in May 1989


(Continued)




Common
                                
                                
                                Common
                                
                                
                                Paid in
                                
                                
                                Accumulated
                                
                                
                                
                                
                                
                                StockShares
                                
                                
                                Par Value
                                
                                
                                Capital
                                
                                
                                Deficit
                                
                                
                                Total
                                
                                
                                Price *Issuance
      of common stock
                                
                                
                                103,535
                                
                                
                                
                                1,035
                                
                                
                                
                                611,943
                                
                                
                                
                                
                                
                                
                                612,978
                                
                                
                                $
                                0.15Issued
      stock for compensation
                                
                                
                                50,000
                                
                                
                                
                                500
                                
                                
                                
                                19,571
                                
                                
                                
                                
                                
                                
                                20,071
                                
                                
                                $
                                0.04Capital
      contributed by shareholder
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                21,719
                                
                                
                                
                                
                                
                                
                                21,719Net
      loss fiscal 2001
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (654,768
                                )
                                
                                
                                (654,768
                                )Balance
      at September 30, 2001-unaudited
                                
                                
                                453,573
                                
                                
                                $
                                4,536
                                
                                
                                $
                                2,668,851
                                
                                
                                $
                                (2,673,387
                                )
                                
                                $
                                0Issued
      stock to purchase mining claim
                                
                                
                                24,200,000
                                
                                
                                
                                242,000
                                
                                
                                
                                2,207,466
                                
                                
                                
                                
                                
                                
                                
                                2,449,466
                                
                                
                                $
                                0.10Issued
      shares to employees
                                
                                
                                267,500
                                
                                
                                
                                2,675
                                
                                
                                
                                (2,675
                                )
                                
                                
                                
                                
                                
                                
                                0Capital
      contributed by shareholders
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                143,480
                                
                                
                                
                                
                                
                                
                                
                                143,480Net
      loss for the fiscal year
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (2,591,671
                                )
                                
                                
                                (2,591,671
                                )Balance
      at September 30, 2002-unaudited
                                
                                
                                24,921,073
                                
                                
                                $
                                249,211
                                
                                
                                $
                                5,017,122
                                
                                
                                $
                                (5,265,058
                                )
                                
                                $
                                1,275Issued
      stock for services
                                
                                
                                872,000
                                
                                
                                
                                8,720
                                
                                
                                
                                264,064
                                
                                
                                
                                
                                
                                
                                
                                272,784
                                
                                
                                $
                                0.31Beneficial
      conversion feature
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                3,767
                                
                                
                                
                                
                                
                                
                                
                                3,767Capital
      contributed by shareholders
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                81,472
                                
                                
                                
                                
                                
                                
                                
                                81,472Net
      loss for the fiscal year
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (865,287
                                )
                                
                                
                                (865,287
                                )Balance
      at September 30, 2003
                                
                                
                                25,793,073
                                
                                
                                $
                                257,931
                                
                                
                                $
                                5,366,425
                                
                                
                                $
                                (6,130,345
                                )
                                
                                $
                                (505,989
                                )


37


USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception in May 1989


(Continued)





Common
                  
                  
                  Common
                  
                  
                  Paid in
                  
                  
                  Accumulated
                  
                  
                  
                  
                  
                  StockShares
                  
                  
                  Par Value
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  Total
                  
                  
                  Price *Issuance
      of common stock
                  
                  
                  550,000
                  
                  
                  
                  5,500
                  
                  
                  
                  206,500
                  
                  
                  
                  
                  
                  
                  212,000
                  
                  
                  $
                  0.39Issued
      stock to pay bills
                  
                  
                  1,069,945
                  
                  
                  
                  10,699
                  
                  
                  
                  460,077
                  
                  
                  
                  
                  
                  
                  470,776
                  
                  
                  $
                  0.44Issued
      stock for services
                  
                  
                  2,118,444
                  
                  
                  
                  21,184
                  
                  
                  
                  652,714
                  
                  
                  
                  
                  
                  
                  673,898
                  
                  
                  $
                  0.32Net
      loss for the fiscal year
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (964,108
                  )
                  
                  
                  (964,108
                  )Balance
      at September 30, 2004
                  
                  
                  29,531,462
                  
                  
                  $
                  295,314
                  
                  
                  $
                  6,685,716
                  
                  
                  $
                  (7,094,453
                  )
                  
                  $
                  (113,423
                  )Issuance
      of common stock
                  
                  
                  150,000
                  
                  
                  
                  1,500
                  
                  
                  
                  46,500
                  
                  
                  
                  
                  
                  
                  
                  48,000
                  
                  
                  $
                  0.32Issued
      stock for services
                  
                  
                  2,840,000
                  
                  
                  
                  28,400
                  
                  
                  
                  331,600
                  
                  
                  
                  
                  
                  
                  
                  360,000
                  
                  
                  $
                  0.13Issued
      stock to pay debt
                  
                  
                  400,000
                  
                  
                  
                  4,000
                  
                  
                  
                  50,000
                  
                  
                  
                  
                  
                  
                  
                  54,000
                  
                  
                  $
                  0.14Issuance
      of warrants
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,817
                  
                  
                  
                  
                  
                  
                  
                  1,817Net
      loss for the fiscal year
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (628,337
                  )
                  
                  
                  (628,337
                  )Balance
      at September 30, 2005
                  
                  
                  32,921,462
                  
                  
                  $
                  329,214
                  
                  
                  $
                  7,115,633
                  
                  
                  $
                  (7,722,790
                  )
                  
                  $
                  (277,943
                  )Issued
      stock for services
                  
                  
                  885,000
                  
                  
                  
                  8,850
                  
                  
                  
                  70,800
                  
                  
                  
                  
                  
                  
                  
                  79,650
                  
                  
                  $
                  0.09Net
      loss for the period
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (837,551
                  )
                  
                  
                  (837,551
                  )Balance
      at September 30, 2006
                  
                  
                  33,806,462
                  
                  
                  $
                  338,064
                  
                  
                  $
                  7,186,433
                  
                  
                  $
                  (8,560,341
                  )
                  
                  $
                  (1,035,844
                  )Issued
      stock for services
                  
                  
                  50,000
                  
                  
                  
                  500
                  
                  
                  
                  4,500
                  
                  
                  
                  
                  
                  
                  
                  5,000
                  
                  
                  $
                  0.10Issuance
      of convertible debt
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  648,098
                  
                  
                  
                  
                  
                  
                  
                  648,098Net
      loss for the fiscal year
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,176,745
                  )
                  
                  
                  (3,176,745
                  )Balance
      at September 30, 2007
                  
                  
                  33,856,462
                  
                  
                  
                  338,564
                  
                  
                  
                  7,839,031
                  
                  
                  
                  (11,737,086
                  )
                  
                  
                  (3,559,491
                  )




38




USCorp


(an
Exploration Stage Company)


Statement
of Changes in Shareholders’ Equity


From
Inception in May 1989


(Continued)





Common
                    
                    
                    Common
                    
                    
                    Paid in
                    
                    
                    Accumulated
                    
                    
                    
                    
                    
                    StockShares
                    
                    
                    Par Value
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    Total
                    
                    
                    Price *Issuance
      of common stock
                    
                    
                    10,011,879
                    
                    
                    
                    100,119
                    
                    
                    
                    638,559
                    
                    
                    
                    
                    
                    
                    738,678
                    
                    
                    $
                    0.07Issued
      stock for services
                    
                    
                    9,517,664
                    
                    
                    
                    95,177
                    
                    
                    
                    2,447,473
                    
                    
                    
                    
                    
                    
                    2,542,650
                    
                    
                    $
                    0.27Conversion
      of debentures
                    
                    
                    7,200,000
                    
                    
                    
                    72,000
                    
                    
                    
                    828,000
                    
                    
                    
                    
                    
                    
                    900,000
                    
                    
                    $
                    0.13Conversion
      of preferred stock
                    
                    
                    26,626
                    
                    
                    
                    266
                    
                    
                    
                    6,401
                    
                    
                    
                    
                    
                    
                    6,667
                    
                    
                    $
                    0.25Issuance
      of convertible debt
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    56,000
                    
                    
                    
                    
                    
                    
                    56,000Net
      loss for the fiscal period- as restated
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2,498,879
                    )
                    
                    
                    (2,498,879
                    )Balance
      at September 30, 2008
                    
                    
                    60,612,631
                    
                    
                    
                    606,126
                    
                    
                    
                    11,815,464
                    
                    
                    
                    (14,235,965
                    )
                    
                    
                    (1,814,375
                    )Issuance
      of common stock
                    
                    
                    12,261,765
                    
                    
                    
                    122,618
                    
                    
                    
                    304,845
                    
                    
                    
                    
                    
                    
                    
                    427,463
                    
                    
                    $
                    0.03Issued
      stock for services
                    
                    
                    845,064
                    
                    
                    
                    8,451
                    
                    
                    
                    53,939
                    
                    
                    
                    
                    
                    
                    
                    62,390
                    
                    
                    $
                    0.07Issued
      stock to settle lawsuit
                    
                    
                    200,000
                    
                    
                    
                    2,000
                    
                    
                    
                    10,000
                    
                    
                    
                    
                    
                    
                    
                    12,000
                    
                    
                    $
                    0.06Conversion
      of Preferred A
                    
                    
                    400,000
                    
                    
                    
                    4,000
                    
                    
                    
                    (3,933
                    )
                    
                    
                    
                    
                    
                    
                    67Issuance
      of convertible debt
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    3,000
                    
                    
                    
                    
                    
                    
                    
                    3,000Net
      loss for the period
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,291,843
                    )
                    
                    
                    (1,291,843
                    )Balance
      at September 30, 2009
                    
                    
                    74,319,469
                    
                    
                    $
                    743,195
                    
                    
                    $
                    12,183,315
                    
                    
                    $
                    (15,529,202
                    )
                    
                    $
                    (2,602,692
                    )





*- Prices
adjusted for stock splits.




Please
see the notes to the financial statements.


39


USCorp


(an
Exploration Stage Company)


Notes
to the Consolidated Financial Statements


For
the Years Ended September 30, 2009 and September 30, 2008




1.
            Organization
      of the Company and Significant Accounting
  Principles




USCorp
(the “Company”) is a publicly held corporation formed in May 1989 in the state
of Nevada. In April 2002 the Company acquired 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 owns the mineral rights to 177 Lode and Placer Mining Claims in the
Eureka Mining District of Yavapai County, Arizona, called the Twin Peaks
Project; and owns the mineral rights to 235 Lode and Placer Claims on five
properties in the Mesquite Mining District of Imperial County, California, which
the Company collectively refers to as the Picacho Salton Project.




The
Company has no revenues to date and has defined itself as an “exploration stage”
company.




Exploration Stage Company-
the Company has 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 development stage are
accumulated in “accumulated deficit- exploration stage” and are reported in the
Stockholders’ Equity section of the balance sheet.




Consolidation-the
accompanying consolidated financial statements include the accounts of the
company and its wholly owned subsidiary.  All significant
inter-company balances have been eliminated.




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




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




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




Property and Equipment-Property and equipment are
stated at cost. Depreciation expense is computed using the straight-line method
over the estimated useful life of the asset, which is estimated at three
years.




Income taxes-The Company
accounts for income taxes in accordance with the Statement of Accounting
Standards No. 109  (SFAS No. 109), "Accounting for Income
Taxes".  SFAS No. 109 requires an asset and liability approach
to financial accounting and reporting for income taxes.  Deferred
income tax assets and liabilities are computed annually for differences between
financial statement and income tax bases of assets and liabilities that will
result in taxable income or deductible expenses in the future based on enacted
tax laws and rates applicable to the periods in which the differences are
expected to affect taxable income.  Valuation allowances are
established when necessary to reduce deferred tax assets and liabilities to the
amount expected to be realized.  Income tax expense is the tax payable
or refundable for the period adjusted for the change during the period in
deferred tax assets and liabilities.


40


Mineral Properties- Costs
incurred to acquire mineral interest in properties, to drill and equip
exploratory sites within the claims groups, to conduct exploration and assay
work are expensed as incurred.




Revenue Recognition- Mineral
sales will result from undivided interests held by the Company in mineral
properties. Sales of minerals will be recognized when delivered to be picked up
by the purchaser. Mineral sales from marketing activities will result from sales
by the Company of minerals produced by the Company (or affiliated entities) and
will be recognized when delivered to purchasers. Mining revenues generated from
the Company’s day rate contracts, included in mine services revenue, will be
recognized as services are performed or delivered.




Recent
Accounting Pronouncements-




SFAS
141(R) and SFAS 160.In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (“SFAS 141(R)”) and SFAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS
160”). In April 2009, the FASB issued FSP FAS 141(R)-1, “Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies” (“FSP 141(R)-1”).




SFAS
141(R) will significantly change previous accounting practices regarding
business combinations. Among the more significant changes, SFAS 141(R) expands
the definition of a business and a business combination; requires the acquirer
to recognize the assets acquired, liabilities assumed and noncontrolling
interests (including goodwill) measured at fair value at the acquisition date;
requires acquisition-related expenses and restructuring costs to be recognized
separately from the business combination; requires assets acquired and
liabilities assumed to be recognized at their acquisition-date fair values with
subsequent changes recognized in earnings; and requires in-process research and
development to be capitalized at fair value as an indefinite-lived intangible
asset. FSP 141(R)-1 amends and clarifies SFAS 141(R) to address application
issues on initial recognition and measurement, subsequent measurement and
accounting, and disclosure of assets and liabilities arising from contingencies
in a business combination. SFAS 160 will change the accounting and reporting for
minority interests, reporting them as equity separate from the parent entity’s
equity, as well as requiring expanded disclosures.




Each of
SFAS 141(R), FSP 141(R)-1 and SFAS 160 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
therefore was effective for the Company beginning in the first quarter of fiscal
2010. SFAS 141(R) and its related FSP are effective for acquisitions closing in
fiscal 2010, with impacts that may vary depending on each specific business
combination or asset purchase. The Company does not expect that there will be a
material impact on its results of operations or financial position as a result
of these new accounting pronouncements.




SFAS
166  In June 2009, the FASB issued SFAS No. 166,
“Accounting for Transfers of Financial Assets — an amendment of FASB Statement
No. 140” (“SFAS 166”). SFAS 166 eliminates the concept of a qualifying
special-purpose entity; removes the scope exception from applying FASB
Interpretation No. 46(R), “Consolidation of Variable Interest Entities” to
qualifying special-purpose entities; changes the requirements for derecognizing
financial assets; and requires enhanced disclosure. SFAS 166 is effective for
the Company beginning in the first quarter of fiscal 2011. The Company does not
expect that there will be a material impact on its results of operations or
financial position as a result of this new accounting
pronouncement.




SFAS
167  In June 2009, the FASB issued SFAS No. 167,
“Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167
replaces the quantitative-based risks and rewards approach with a qualitative
approach that focuses on identifying which enterprise has the power to direct
the activities of a variable interest entity that most significantly impact the
entity’s economic performance. It also requires an ongoing reassessment of
whether an entity is the primary beneficiary and requires additional disclosures
about an enterprise’s involvement in variable interest entities. SFAS 167 is
effective for the Company beginning in the first quarter of fiscal 2011. The
Company does not expect that there will be a material impact on its results of
operations or financial position as a result of this new accounting
pronouncement.




2.
            Going
      Concern




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


41




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




* Obtain
the necessary approvals and permits to complete exploration and begin test
production on our properties as warranted. An application for drilling on Twin
Peaks Project has been submitted to the Bureau of Land Management and approved.
Applications  have been prepared for the Picacho Salton Project and
are being reviewed by the Bureau of Land Management; permits are expected soon.
Other permits for commercial mining are being prepared and reviewed for
submission to Federal, State and local authorities.




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




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




* Augment
our mining exploration team with quality and results-oriented people as needed.
Upon adequate funding management intends to hire qualified and experienced
personnel, including additional officers and directors, and mining specialists,
professionals and consulting firms to advise management as needed to handle
mining operations, acquisitions and development of existing and future mineral
resource properties.




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




* In
calendar 2009 Management  did advance investor awareness and public
relations  that included coordinated and periodic release of
information to the public via press releases, and updates to the company’s web
sites. Management intends to continue these activities to a greater extent in
fiscal 2010.




* Attend
and exhibit at industry and investment trade shows.




* Acquire
additional properties and/or corporations with properties, and/or rearrange our
subsidiaries in order to advance the company's growth plans.




*
Rearrange our finances for better return and insured coverage.




* The
company has uploaded proprietary information about the company and our
properties to a secure web site for the purpose of raising additional capital
and deal making in order to continue our exploration and development
efforts.




* The
Company has curtailed its exploration efforts due to not being able to meet
funding requirements to continue its current drilling program.  USCorp
plans to file its annual report on form 10-K for fiscal year ending 9-30-2009
and USCorp’s first quarter fiscal 2010 Form 10-Q completing calendar 2009
filings. After that, if USCorp has not obtained sufficient funding to maintain
its current status as a fully reporting company trading on the OTC Bulletin
Board,  management will allow the company to become a pink sheet
traded, non-reporting, public company. A Company is delisted from the OTC when
it fails to make required filings with the SEC or voluntarily delists.
Eliminating the costs associated with being a fully reporting company are the
last cost cutting measure available to USCorp.




3.  Net
Loss per Share




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


42




9/30/2009
                  
                  
                  9/30/2008Net
      loss before cumulative preferred dividend
                  
                  $
                  (1,291,843
                  )
                  
                  $
                  (2,498,879
                  )Cumulative
      dividend preferred payable
                  
                  
                  (35,296
                  )
                  
                  
                  (28,211
                  )Net
      loss to common shareholders
                  
                  $
                  (1,327,139
                  )
                  
                  $
                  (2,527,090
                  )Weighted
      average
                  
                  
                  66,685,586
                  
                  
                  
                  53,945,024Basic
      & fully diluted net loss per common share
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.05
                  )




4.
Gold Bullion Promissory Note




In
September 2005, the Company issued a promissory note to a shareholder and
received proceeds of $648,282. The note requires the Company to pay the
shareholder 1,634 ounces of Gold Bullion (.999 pure). Originally, the promissory
note came due in September 2007. In September 2007, the holder of the promissory
note agreed to extend the maturity date of the note to September
2009.  In September 2009, the holder of the promissory note extended
the maturity date to January 2010 at the previous terms.




The loss
on the underlying gold derivative on the promissory note has been calculated as
follows.




Carrying
      value of loan
                  
                  $
                  865,129Fair
      value of loan
                  
                  
                  1,786,025Life
      to date loss on un-hedged underlying derivative
                  
                  $
                  (920,896
                  )




5.
Equipment




A summary
of equipment-net at September 30, 2009 and September 30, 2008 is as
follows:




30-Sep-09
                  
                  
                  30-Sep-08Office
      equipment
                  
                  $
                  17,555
                  
                  
                  $
                  17,555Accumulated
      depreciation
                  
                  
                  (16,525
                  )
                  
                  
                  (14,365
                  )Equipment-
      net
                  
                  $
                  1,030
                  
                  
                  $
                  3,190


43




6.
Issuances of Common Stock and Preferred Stock




During
the fiscal year 2008, the Company issued 10,011,879 shares of common stock and
received proceeds of $738,678.  The purchasers of the commons stock
received the option to purchase an additional 4,136,666 shares of common stock
at $0.40 per common share via warrants expiring on October 4, 2009.




During
the fiscal year 2008, the Company issued 9,517,664 shares of common stock to
consultants for services rendered valued at $2,542,650.




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




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




In
September 2008, the Company issued 5,218,750 preferred A shares to its officers
and employees for $7,000.  The preferred A shares are convertible into
common stock on one for eight basis.




During
fiscal year 2009, the Company issued 12,261,765 shares of common stock and
received proceeds of $427,463. Purchasers of the common stock also received the
option to purchase an additional 5,354,637 shares of common stock at $0.03 per
share expiring in fiscal year 2010.




During
fiscal year 2009, the Company issued 845,064 shares of common stock to
consultants for services received valued at $62,390.  In addition, the
Company issued 200,000 shares of common stock to settle a lawsuit against the
Company by a former consultant.  These shares were valued at $12,000
and recorded in the consolidated statement of operations.




In
September 2009, a holder of the preferred A convertible stock converted 50,000
shares of preferred A into 400,000 shares of common stock.




7. Common Stock
Options




During
the fiscal year 2008, the Company issued 4,136,666 options to purchasers of
common stock as discussed in Note 6. The options were exercisable at $.40 per
share expiring in October 2009.




Also in
fiscal year 2008, the Company issued 1,600,000 options exercisable at $.40 per
share to the purchasers of the debentures discussed in Note 10 and the holders
of the gold bullion promissory note discussed in Note 6. These options expired
worthless in fiscal year 2009.




During
fiscal year 2009, the Company issued 5,354,637 options to purchase common stock
at $0.03 per share as discussed in Note 6.  These options expire in
fiscal year 2010.




Also in
fiscal year 2009, the Company issued 1,600,000 options exercisable at $.40 per
share to the purchasers of the debentures discussed in Note 10 and the holders
of the gold bullion promissory note discussed in Note 6. These options expired
worthless at the beginning of fiscal year 2010 as discussed in note
14.




The
Company applies SFAS No. 123, “Accounting for Stock-Based Compensation” to
account for its option issues.  Accordingly, all options granted are
recorded at fair value using a generally accepted option pricing model at the
date of the grant.  For purposes of determining the option value at
issuance, the fair value of each option granted is measured at the date of the
grant by the option pricing model with the following assumptions:




2008
                  
                  
                  2009Dividend
      yield
                  
                  
                  0.00
                  %
                  
                  
                  0.00
                  %Risk
      free interest rate
                  
                  
                  0.50
                  %
                  
                  
                  0.00
                  %Volatility
                  
                  
                  39.00
                  %
                  
                  
                  25.00
                  %




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


44


The
Company provides for a Stock Incentive Plan for its employees.  The
plan provides for incentive stock options and non-qualified stock options. The
Board of Directors will determine whether an option is an incentive stock option
or a non-qualified stock option when it grants the option and the option will be
evidenced by an agreement describing the material terms of the option. The Board
of Directors will determine the exercise price of an employee’s option at the
date of the grant. The exercise price of an incentive stock option may not be
less than the fair market value of the common stock on the date of the grant, or
less than 110% of the fair market value if the participant owns more than 10% of
the outstanding common stock. The Board of Directors will also determine the
term of an option at the date of the grant. The term of an incentive stock
option or non-qualified stock option may not exceed ten years from the date of
grant, but any incentive stock option granted to a participant who owns more
than 10% of the outstanding common stock will not be exercisable after the
expiration of five years after the date the option is granted. Subject to any
further limitations in the applicable agreement, if a participant’s employment
terminates, an incentive stock option will terminate and expire no later than
three months after the date of termination of employment.




Incentive
stock options are also subject to the further restriction that the aggregate
fair market value, determined as of the date of the grant, of the market value
of the common Stock as to which any incentive stock option first becomes
exercisable in any calendar year is limited to $100,000 per recipient. If
incentive stock options covering more than $100,000 worth of the common stock
first become exercisable in any one calendar year, the excess will be
non-qualified options. For purposes of determining which options, if any, have
been granted in excess of the $100,000 limit, options will be considered to
become exercisable in the order granted.




The
following is a summary of common stock warrants outstanding at September 30,
2009:




Wgtd Avg
                      
                      
                      Wgtd YearsAmount
                      
                      
                      Exercise Price
                      
                      
                      to MaturityBalance
      at September 30, 2007
                      
                      
                      0Issues
                      
                      
                      5,736,666Exercises
                      
                      
                      0Expires
                      
                      
                      0Outstanding
      at September 30, 2008
                      
                      
                      5,736,666
                      
                      
                      $
                      0.40
                      
                      
                      
                      1.01Issues
                      
                      
                      6,954,637Exercises
                      
                      
                      0Expires
                      
                      
                      (3,200,000
                      )Outstanding
      at September 30, 2009
                      
                      
                      9,491,303
                      
                      
                      $
                      0.33
                      
                      
                      
                      0.54


45


8.
Convertible Debentures




During
the fiscal year 2007, the Company issued convertible debentures with a face
value of $1,200,000. The debentures were convertible into common stock at $0.125
per share.  The debentures had an interest rate of 5% and a maturity
date from December 2009 to September 2010. During the fiscal year 2008, the
holder of these debentures converted $900,000 of the debentures to 7,200,000
shares of common stock.  The remaining $300,000 of 2007 debentures is
convertible into common stock at $0.125 per share, matures in September 2010,
and has an interest rate of 5%




In fiscal
year 2008 the Company issued an additional convertible debenture to the same
holder and received proceeds of $200,000.  This debenture matures in
March 2010, is exercisable into common stock at $0.125 per share, and has an
interest rate of 4%. The Company recorded $56,000 to its stockholder equity as a
result of this issuance and is amortizing the amount to interest expense over
the life of the debenture.




In fiscal
year 2009 the Company issued an additional convertible debenture to the same
holder and received proceeds of $200,000.  This debenture matures in
April 2010, is exercisable into common stock at $0.125 per share, and has an
interest rate of 4%. The Company recorded $3,000 to its stockholder equity as a
result of this issuance and is amortizing the amount to interest expense over
the life of the debenture.




The
balance of the convertible debt at September 30, 2009 and September 30, 2008 is
as follows:




30-Sep-09
                  
                  
                  30-Sep-08Convertible
      debt payable
                  
                  $
                  700,000
                  
                  
                  $
                  500,000Unamortized
      beneficial conversion feature
                  
                  
                  (59,384
                  )
                  
                  
                  (211,298
                  )Net
      convertible debt payable
                  
                  $
                  640,616
                  
                  
                  $
                  288,702




9. Income Tax
Provision




Provision
for income taxes is comprised of the following:




30-Sep-09
                                              
                                              
                                              30-Sep-08Net
      loss before provision for income taxes
                                              
                                              $
                                              (1,293,337
                                              )
                                              
                                              $
                                              (2,498,879
                                              )Current
      tax expense:Federal
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              0State
                                              
                                              
                                              0
                                              
                                              
                                              
                                              0Total
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              0Less
      deferred tax benefit:Tax
      loss carryforwards
                                              
                                              
                                              (2,204,719
                                              )
                                              
                                              
                                              (1,336,989
                                              )Allowance
      for recoverability
                                              
                                              
                                              2,204,719
                                              
                                              
                                              
                                              1,336,989Provision
      for income taxes
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              0
 A
reconciliation of provision for income taxes at the statutory rate to provision
for income taxes at the Company's effective tax rate is as
follows:
  Statutory
      U.S. federal rate
                                            
                                            
                                            34
                                            %
                                            
                                            
                                            34
                                            %Statutory
      state and local income tax
                                            
                                            
                                            10
                                            %
                                            
                                            
                                            10
                                            %Less
      allowance for tax recoverability
                                            
                                            
                                            -44
                                            %
                                            
                                            
                                            -44
                                            %Effective
      rate
                                            
                                            
                                            0
                                            %
                                            
                                            
                                            0
                                            %Deferred
      income taxes are comprised of the following:Tax
      loss carryforwards
                                            
                                            $
                                            2,204,719
                                            
                                            
                                            $
                                            1,336,989Allowance
      for recoverability
                                            
                                            
                                            (2,204,719
                                            )
                                            
                                            
                                            (1,336,989
                                            )Deferred
      tax benefit
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0


46




Note:  The
deferred tax benefits arising from the timing differences begin to expire in
fiscal year  2028 and 2029 and may not be recoverable upon the
purchase of the Company under current IRS statutes.




10.
Restatement of September 30, 2008




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




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




11.
Concentrations of Credit




The
Company continues to rely of the financial support of one
creditor.  This creditor is the holder of the gold bullion promissory
note discussed in Note 4 and the holder of the convertible debentures discussed
in Note 8.  A withdrawal of support from this creditor would have a
material adverse affect on the Company’s financial condition.




The
Company heavily relies upon the efforts of the Company’s chief executive officer
and majority shareholder for the success of the Company.  A withdrawal
of the chief executive’s officer efforts would have a material adverse affect on
the Company’s financial condition.




12.
Fair values of Financial Instruments




Cash,
accounts payable and accrued expenses, subscriptions payable, gold bullion loan
payable, convertible debentures payable and the advances payable to shareholder
in the balance sheet are estimated to approximate fair market value at September
30, 2009 and September 30, 2008.




13.
Class B Common Shares




The Class
B Common shares are non-voting shares that trade on the Frankfurt stock exchange
under the symbol U9C.F. There are 250,000,000 shares authorized and 5,000,000
issued and outstanding. The par value of these shares is $0.001. These shares do
not trade in the United States on any market and the Company has no plans to
register these shares for trading on any U.S. market.




14.
Subsequent Events




In
October 2009, 4,136,666 options discussed in Note 7 expired
unexercised.




In
October 2009, the Company issued 509,000 shares to the subscribers of stock as
of September 30, 2009 and options to purchase 843,000 shares at $0.03 per
share.




In
October 2009, the Company adopted a stock incentive plan for employees for
10,000,000 shares of common stock.


47


Under the
Plan, a maximum of 10,000,000 shares of the Company’s Class A common stock, par
value $0.01 may be issued to the eligible employees as determined by the Board
of Directors.




15.
Litigation




The
Company is not party to any pending litigation against it and is not aware of
any litigation contemplated against it at September 30, 2009.


48


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




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





ITEM
9A(T). CONTROLS AND PROCEDURES





Evaluation
of disclosure and controls and procedures. Our Chief Executive Officer and
Acting Chief Financial Officer have evaluated the effectiveness of the design
and operation of our disclosure controls and procedures as of September 30,
2009. This evaluation was carried out under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer. Based on this evaluation, these officers have
concluded that the design and operation of our disclosure controls and
procedures are effective.





Management's
Report on Internal Control Over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the
Exchange Act as a process designed by, or under the supervision of, the
Company's principal executive and principal financial officers and effected by
the Company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles and includes those policies and
procedures that:





* pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
Company;





* provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorization of management and directors of
the Company; and





* provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of the Company's internal control over financial
reporting as of September 30, 2009. In making this assessment, management used
the criteria established in "Internal Control-Integrated Framework," issued by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).





Based on
this assessment, management believes that, as of September 30, 2009, the
Company's internal control over financial reporting is effective.





There
have not been any changes during our fiscal quarter ended September 30,
2009  in the Company's internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.





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


49




Item
9B. Other Information





In
October 2004 the shareholders approved a new class of Common Stock, 250,000,000
shares of $.001 par value Series B Common Stock. Effective November 17, 2004,
the Company amended its Articles of Incorporation to create a new series “Class
B” of $.001 par value common stock in the amount of 250,000,000
shares.





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE
GOVERNANCE.




Name
              
              Age
              
              Position HeldRobert
      Dultz
              
              68
              
              Chief
      Executive Officer, acting CFO, President and a Director and Chairman of
      the Board of DirectorsSpencer
      Eubank
              
              62
              
              Secretary,
      Treasurer and a DirectorCarl
      W. O’Baugh
              
              78
              
              DirectorB.
      Keith Simerson
              
              44
              
              DirectorMichelle
      Seibel
              
              42
              
              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. Vacancies in the Board are filled by majority vote of the
remaining directors. Officers of the Company serve at the will of the Board of
Directors. [





BUSINESS
EXPERIENCE OF CURRENT DIRECTORS AND OFFICERS AS OF SEPTEMBER 30,
2008





Robert Dultz, USCorp’s
Chairman and CEO since January 2002 has an over 25-year association with the
Twin Peaks property and as an individual is a former owner of a portion of the
claims which make up the Twin Peaks property. Former Chairman and President of a
prior corporate owner of the Twin Peaks claims and since 2000 has been a
majority shareholder of corporate owners of the claims. Mr. Dultz has served on
the boards of several publicly traded companies. Mr. Dultz spends in excess of
90% of his time working for USCorp.





Spencer Eubank,is Secretary,
Treasurer and Director of the Company. Mr. Eubank has an 18-year history of
association with the Twin Peaks Project properties and is a former owner of a
portion of the Twin Peaks Project claims. Mr. Eubank is responsible for
maintaining the records of the Company and works closely with the senior
executive management of the Company in 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. (January 1996 to March 1998),
and Pla.Net.Com, Inc. (February 1997 to July 1999). Mr. Eubank is the owner of
an independent research and consulting service. Mr. Eubank has degrees in
Theology (B.Th., 1985) and Sociology (B.A., 1988).





Carl W. O’ Baugh, an
Independent Director of the Company since January 2002, and has an over 20-year
association with the Twin peaks property. Former Vice President of USCorp and
Former President of a prior corporate owner of the Twin Peaks claims. Former
President of Golconda Gems, Inc, a wholesale gem cutting, importing and
distribution company with operations in the United States and Mexico. Extensive
knowledge and experience of gems, minerals and metals. Mr. O’Baugh as been
retired since 2000 and devotes less than 5% of his time to USCorp.





B. Keith Simerson is an
Independent Director of the Company. Mr. Simerson was recently appointed
Chairman of the Executive Committee of Residential Income Properties, Inc., a
NY-based company. As Chairman of the Executive Committee, he works closely with
the Chairman to provide leadership to the Board of Directors.  Mr. Simerson
co-founded and today is one of two co-owners of Tradewinds Consulting, LLC, a
small consultancy that provides a range of strategic planning, change
management, and leadership development services to four branches of the
military, several federal government agencies, various management consulting
firms, and to clients in the automotive, heavy construction, civil engineering,
consumer electronics, industrial supplies, heavy machinery, rubber, paper,
medical devices, and electronics industries. Mr. Simerson earned his Doctorate
in Education with emphasis in management and organization development, from the
University of North Carolina at Greensboro. He earned an M.A. with emphasis in
administration, supervision, and higher education, from Appalachian State
University. He also has BA and AAS. degrees and specialty certifications. Mr.
Simerson is the co-author of The Manager as Leader
(Praeger Publishers, 2006), Fired, Laid Off, Out of a Job: A
Manual for Understanding, Coping, Surviving (Greenwood, 2003), and Evaluating Police Management
Development Programs (Praeger Publishing, 1990). Mr. Simerson is on the
Faculty of Northwestern University’s School of Education and Social Policy,
where he instructs, researches, and publishes in the areas of Strategic
Thinking, Strategy Formulation, Strategic Planning, and Strategy
Execution.


50





Michelle Seibel, a Director
and Assistant Secretary of the Company and entrepreneurial business owner
providing  a IT consulting services in California and has extensive
experience in bookkeeping training, and construction management.





(a)
Family relationships.





There are
no family relationships among the officers or directors.





(b)
Involvement in certain legal proceedings.





There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments or injunctions material to the evaluation of the ability and integrity
of any director or executive officer during the past five years.





(c)
Adoption of Code of Ethics.





On
September 22, 2004 USCorp adopted a Code of Ethics for officers and directors of
the Company, filed previously and included herein by reference.




COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
officers and directors, and persons who own more than ten percent of its common
stock, to file reports of ownership and changes of ownership with the Securities
and Exchange Commission (“SEC”) and each exchange (or market quotation system)
on which the Company’s securities are registered. Officers, directors and
greater than ten-percent stockholders are required by SEC regulation to furnish
the Company with copies of all ownership forms they file.





Based
solely on current management’s review of the copies of such forms received by it
from former management, the Company believes that, during the year ended
September 30, 2008 its officers, directors, and greater than ten-percent
beneficial owners complied with all applicable filing requirements.





ITEM
11. EXECUTIVE COMPENSATION





During
the fiscal year, most of 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 most did not receive compensation for their services; however,
USCorp’s officers have received shares of the Company’s common stock in
consideration of their agreement to serve. USCorp’s Chairman and CEO, Robert
Dultz, devoted his full time to the affairs of USCorp, received compensation
through May, 2009, and during 2009 loaned, without interest, operating funds to
USCorp. Mr. Dultz may receive cash, stock or a combination thereof in repayment
of his loans and in compensation for his full time efforts.





ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





The
following table sets forth certain information regarding the beneficial
ownership of USCorp’s Class A Common Stock by each person or group that is known
by USCorp to be the beneficial owner of more than five percent of its
outstanding Common Stock, each director of USCorp, each person named in the
Summary Compensation Table, and all directors and executive officers of USCorp
as a group as of December 31, 2009. Unless otherwise indicated, USCorp
believes that the persons named in the table below, based on information
furnished by such owners, have sole voting and investment power with respect to
the Class A Common Stock beneficially owned by them, where applicable. As
of September 30, 2009, there were _______________ shares of Class A Common
Stock issued and outstanding.


51





Name and
                                
                                Class A
                                
                                
                                Series A
                                
                                
                                
                                
                                
                                PercentageAddress of
                                
                                Common
                                
                                
                                Preferred
                                
                                
                                
                                
                                
                                ofBeneficial
                                
                                Voting
                                
                                
                                Voting*
                                
                                
                                Total
                                
                                
                                VotingOwner
                                
                                Ownership
                                
                                
                                Ownership
                                
                                
                                Votes
                                
                                
                                OwnershipRobert
      Dultz c/o USCorp,4535
      W. Sahara Ave, Suite 200,
                                  Las
      Vegas, NV 89102
                                
                                
                                10,595,525
                                
                                
                                
                                6,250,000
                                
                                
                                
                                60,595,525
                                
                                
                                
                                47.60
                                %Spencer
      Eubank c/o USCorp,4535
      W. Sahara Ave, Suite 200,
                                  Las
      Vegas, NV 89102
                                
                                
                                169,980
                                
                                
                                
                                175,000
                                
                                
                                
                                1,569,980
                                
                                
                                
                                1.23
                                %Carl
      O’Baugh c/o USCorp,4535
      W. Sahara Ave, Suite 200,
                                  Las
      Vegas, NV 89102
                                
                                
                                426,250
                                
                                
                                
                                6,250
                                
                                
                                
                                476,250
                                
                                
                                
                                0.04
                                %B.
      Keith Simerson c/o USCorp,4535
      W. Sahara Ave, Suite 200,
                                  Las
      Vegas, NV 89102
                                
                                
                                
                                
                                
                                
                                6,250
                                
                                
                                
                                50,000
                                
                                
                                
                                0.39
                                %Michelle
      Seibel4535
      W. Sahara Ave, Suite 200,
                                  Las
      Vegas, NV 89102
                                
                                
                                10,000
                                
                                
                                
                                6,250
                                
                                
                                
                                60,000
                                
                                
                                
                                0.47
                                %Officers,
      Directors and Affiliates as a group (5 individuals)
                                
                                
                                11,201,755
                                
                                
                                
                                6,443,750
                                
                                
                                
                                62,751,755
                                
                                
                                
                                49.73
                                %




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





ITEM
13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE





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


52





PART
IV





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





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





The Audit
Committee has reviewed and discussed the fees paid to Donahue Associates, LLC
for the reports covering fiscal 2008 and 2009 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, 2008 and
September 30, 2009 for professional services rendered by Donahue Associates, LLC
for the audit of the Company’s financial statements were $12,200 for fiscal 2008
and $9,500 for audit and quarterly review of interim financial statements filed
on Form 10-QSB, respectively, during fiscal 2009.





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





Donahue
Associates, LLC has provided professional services for tax compliance, tax
advice and tax planning in the amount of $450 during fiscal 2008.





Other
Fees





No other
fees were paid to Donahue Associates, LLC.





ITEM
15. EXHIBITS





(A)
EXHIBITS





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





23.1
            Consent of Geological Support
      Services, LLC





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





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





*
Previously filed




SIGNATURES





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




USCORP.Dated: 
      January 12, 2010
              By:
              /s/ Robert DultzRobert
      DultzPresident,
      Chairman, CEO and
Director


53





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
Annual Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:




Signature
                            
                            Title
                            
                            Date/s/
      Robert Dultz
                            
                            President,
      Chairman and CEO
                            
                            January
      12, 2010Robert
      Dultz
                            
                            and
      acting Chief Financial Officer/s/
      Spencer Eubank
                            
                            Secretary-Treasurer
                            
                            January
      12, 2010Spencer
      Eubank
                            
                            and
      Director/s/
      Carl O’Baugh
                            
                            Director
                            
                            January
      12, 2010Carl
      O’Baugh/s/
      B. Keith Simerson
                            
                            Director
                            
                            January
      12, 2010B.
      Keith Simerson/s/
      Michelle Seibel
                            
                            Director
                            
                            January
      12, 2010Michelle
      Seibel


54