SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 
 FORM
        10-KSB
 
 
  (Mark
                  One)[X]
              Annual
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934 for the fiscal year ended September 30, 2005OR[_]
              Transition
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934 for the transition period from __ to
                  ___
 
 Commission
        File Number: 000-19061
 
 **USCORP**
 (Exact
        name of registrant as specified in its charter)
 
 Nevada
              87-0403330(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)
 
 4535
        W. Sahara Ave., Suite 204, Las Vegas, NV 89102
 (Address
        of principal executive offices)
 
 (702)
        933-4034
 (Registrant's
        telephone number, including area code)


Securities
        registered pursuant to Section 12(b) of the Act:
 
 Title
                    of Each Class
                Names
                    of each exchangeon which
                    registeredNone
                None
 
 Securities
        registered pursuant to Section 12(g) of the Act:
 
 Common
        Shares, $0.01 Par Value
 
 
 Indicate
        by check mark whether the Registrant (l) has filed all reports required to
        be
        filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the Registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days. Yes [X] No [__]
 
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best
        of Registrant's knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-KSB or any amendment
        to
        this Form 10-KSB. [X]
 
 State
        the
        issuer's revenues for its most recent fiscal year. $0.0
 
 State
        the
        aggregate market value of the voting stock held by non-affiliates computed
        by
        reference to the price at which the stock was sold, or the average bid and
        asked
        price of such stock, as of a specified date within the past 60 days. As of
        December 15, 2005, the value of such stock was $2,032,524.
 
 
 ***
  2
 **FORM
        10-KSB**
 **September
        30, 2004**
 **USCORP**
 
 **TABLE
        OF CONTENTS**
 
 
 FORWARD
                  LOOKING STATEMENTS
              
              4**PART
                  I**ITEM
                  1
              
              Description
                  of Business
              
              4ITEM
                  2
              
              Description
                  of Property
              
              23ITEM
                  3
              
              Legal
                  Proceedings
              
              23ITEM
                  4
              
              Submission
                  of Matters to a Vote of Security Holders
              
              23**PART
                  II**ITEM
                  5
              
              Market
                  for Registrant’s Common Equity and Related Stockholder
                  Matters
              
              24ITEM
                  6
              
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations25ITEM
                  7
              
              Financial
                  Statements
              
              30ITEM
                  8
              
              Changes
                  in and Disagreements with Accountants
              
              31ITEM
                  8A
              
              Controls
                  and Procedures
              
              31ITEM
                  8B
              
              Other
                  Information
              
              32**PART
                  III**ITEM
                  9
              
              Directors,
                  Executive Officers, Promoters and Control Persons
              
              32ITEM
                  10
              
              Executive
                  Compensation
              
              34ITEM
                  11
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              
              35ITEM
                  12
              
              Certain
                  Relationships and Related Transactions
              
              36ITEM
                  13
              
              Exhibits
              
              36ITEM
                  14
              
              Principal
                  Accountant Fees and Services
              
              36Signatures
              
              38**PART
                  F/S**Financial
                  Statements
              
              F-1
                  to F-15
 
 
 3
 **FORWARD
        LOOKING STATEMENTS**
  Some
        of
        the information contained in this Report may constitute forward-looking
        statements or statements within the meaning of the Private Securities Litigation
        Reform Act of 1995. These forward-looking statements are based on current
        expectations and projections about future events. The words “estimate”, “plan”,
“intend”, “expect”, “anticipate” and similar expressions are intended to
        identify forward-looking statements which involve, and are subject to, known
        and
        unknown risks, uncertainties and other factors which could cause Registrant’s
        actual results, financial or operating performance, or achievements to differ
        from future results, financial or operating performance, or achievements
        expressed or implied by such forward-looking statements. Projections and
        assumptions contained and expressed herein were reasonably based on information
        available to Registrant at the time so furnished and as of the date of this
        filing. All such projections and assumptions are subject to significant
        uncertainties and contingencies, many of which are beyond Registrant’s control,
        and no assurance can be given that the projections will be realized. Potential
        investors are cautioned not to place undue reliance on any such forward-looking
        statements, which speak only as of the date hereof. Registrant undertakes
        no
        obligation to publicly release any revisions to these forward-looking statements
        to reflect events or circumstances after the date hereof or to reflect the
        occurrence of unanticipated events.
 
 
 **PART
        I**
 
 **ITEM
        1. DESCRIPTION OF BUSINESS**
 
 **A.
        Recent Developments.**
 
 Except
        as
        set forth herein or otherwise in this Form 10-KSB, information presented
        here is
        as of September 30, 2005.
  On
        February 14, 2005 the
        Company filed a Form 8-K with the Securities and Exchange Commission reporting
        that the Company concluded the acquisition of 2 additional gold mining claims
        located near Kingman, Arizona from a private corporation. In
        lieu
        of cash payment for the claims the Company entered into what is essentially
        a
        joint venture with the former owners whereby the Company is obligated to
        commence production on these claims within two years with the former owners
        entitled to receive 30% of all net smelter returns of gold, whether paid
        in cash
        or in kind.
 
 Under
        the
        terms of the acquisition, the Company granted the former owners of the claims
        the choice to accept 250,000 shares of the Company’s common stock at any time
        within a two year period in exchange for waiving the Company’s obligation to
        commence production on these claims within two years. The former owners choose
        to accept the 250,000 shares of stock on March 23, 2005. On
        February 14, 2005, we issued a press release regarding this
        acquisition.
 
 **B.
        DESCRIPTION OF CURRENT BUSINESS OPERATIONS.**
 
 Registrant’s
        plan of operation and business objectives will be to engage in (a) the precious
        metals exploration, mining, and refining business, and (b) the acquisition
        of
        qualified candidates engaged in businesses that would complement Registrant’s
        existing or proposed operations. All of Registrant’s business operations are
        conducted through its subsidiaries
 
 **USMETALS
        - Summary of Organization and Business.**
 
 4
 USMetals
        (“USMetals”) was formed and organized under the laws of the State of Nevada on
        May 3, 2000. On or about April 2, 2002, Registrant acquired USMetals; including
        its 141 lode mining claims (the “Mining Claims”). The purpose of USMetals is to
        engage in the business of acquiring and developing mineral properties, exploring
        for gold, silver, and other non-ferrous metals and minerals within the
        contiguous United States. It is the further intention of USMetals to mine
        and to
        process any commercially-proven resources developed at its
        properties.
 
 The
        Mining Claims of USMetals are located in West-Central Arizona, in the Eureka
        Mining District of Yavapai County, Arizona, approximately 42 miles west of
        Prescott, Arizona. Within the boundaries of USMetals’ Mining Claims, more
        commonly referred to as the “Twin Peaks Mine,” are the historic sites of the
        Crosby, Hayes, Swiss Belle and Glory Hole Mines, past producers of gold and
        silver. The claims are geographically located in the southwestern division
        of
        the Eureka Mining District, which includes many significant mines and prospects.
        The exceptions are the tungsten mines in the Camp Wood area, to the northeast,
        the existing historic gold mines and prospects, which abut USMetals’ property to
        the southeast along the Santa Maria River, and tungsten, copper, and zinc
        mines
        to the south and southeast. The area has a long history of mining activities.
        Mining companies and prospectors can obtain experienced labor, affordable
        housing, equipment repair, and mining services within the district.
 
 The
        Santa
        Maria River traverses the Mining Claims and USMetals is the only company
        that
        holds water rights to that section of the river, a valuable asset for a mining
        company in this arid country.
 
 All
        of
        USMetals’ mining properties are unpatented mining claims; consequently,
        Registrant has only possessory title with respect to such properties. The
        claims
        were duly transferred by official deed from the prior owner to USMetals on
        March
        22, 2002. The real property upon which USMetals’ claims are located is subject
        to a paramount lien by the United States of America; all of USMetals’ claims are
        subject to the applicable rules and regulations of the United States Department
        of the Interior, Bureau of Land Management, which administers USMetals’ use and
        activities on said Mining Claims. USMetals has paid all of the required fees
        in
        order to maintain the 141 Mining Claims, which USMetals owns, for the current
        periods. All of the necessary documents and affidavits have been filed with
        the
        Yavapai County Recorder, as was mentioned hereinabove.
 
 Registrant
        and USMetals have had a number of strategic working relationships with various
        independent contractors in order to develop its Mining Claims. USMetals further
        relies on the declarations and valuations formed and given in past geological
        exploration and geochemical studies. USMetals has had consulting relationships
        with International Energy and Resources, Inc., It should be noted that if
        USMetals was forced to disassociate itself with one or more of the
        abovementioned independent contractors, it could readily secure the services
        of
        other individuals or entities to perform the work or services of equal or
        greater quality; the loss of any one or all of the abovementioned contractors
        would not cause USMetals material adverse effects; however, each of these
        firms
        has demonstrated its capability and reliability in assisting Registrant and
        USMetals to develop the Mining Claims, and, to date, the abovementioned
        companies have provided invaluable assistance to Registrant’s senior executive
        management in evaluating the potential represented by USMetals’ Mining
        Claims.
 
 SOUTHWEST
        RESOURCE DEVELOPMENT, INC. **- Summary of Organization and Business**
 
 Southwest
        Resource Development, Inc. (“Southwest”) was formed and organized under the laws
        of the State of Nevada on April 3, 2004 as a wholly owned subsidiary of USCorp.
        On or about May 29, 2004, Southwest acquired 8 lode and 21 placer mining
        claims
        (the “Mining Claims”) known as the Chocolate Mountain Region Claims and the
        Picacho Area Claims. The purpose of Southwest is to engage in the business
        of
        acquiring and developing mineral properties, exploring for gold, silver,
        and
        other non-ferrous metals and minerals within the contiguous United States.
        It is
        the further intention of Southwest to mine and to process any
        commercially-proven resources developed at its properties.
 
 5
 In
        lieu
        of cash payment for the claims the Company entered into what is essentially
        a
        joint venture with the former owners whereby the Company is obligated to
        commence production on these claims within two years with the former owners
        entitled to receive 20% of all net smelter returns of gold after expenses,
        whether paid in cash or in kind.
 
 Registrant
        has spent the last 3 years developing a plan that would bring multiple
        properties under Company ownership. Through its wholly owned subsidiary,
        Southwest Resource Development, Inc., Registrant has acquired for development
        of
        a total of 3,520 acres of precious metal properties located in the Chocolate
        Mountain region of Imperial County, California: Geological testing has
        successfully recovered gold and silver from dry washes and feeder rills.
        Laboratory analysis indicates these findings warrant continued
        development.
 
 The
        Chocolate Mountains region, located in southeastern Imperial county of
        California, includes the Picacho State Park and surrounding areas that has
        a
        rich history of gold mining activities dating back to 1775. This property
        is in
        a district that has been producing gold since the 1800s. In 1890 a large
        stamp
        mill was built beside the Colorado River at the town of Picacho. The Picacho
        Mine was opened in the Picacho Basin area and a narrow gauge railroad began
        hauling ore from the mine to the mill. By 1904, the town of Picacho had a
        population of 2,500 people. The ruins of the mill are a few miles from USCorp's
        newly acquired claims in the Picacho State Recreation Area. Thousands of
        people
        visit the old mill ruins each year. To the south and west of the claims there
        are ruins of many old placer and lode workings as well as recently producing
        major mining operations.
 
 Numerous
        discoveries of placer gold throughout Imperial County have remained undeveloped
        due to a common problem encountered by small miners. Due to the lack of an
        adequate water supply to support placer gold recovery operations in the region,
        scores of small and medium size mining operations have failed to successfully
        recover precious metals known to exist throughout the region. Southwest believes
        it has located a potentially adequate water source. Southwest intends to
        use a
        state of the art gold recovery system designed and developed by the Company’s
        Process Engineer for the specific conditions found on these properties. Based
        on
        the recent reports of geologists and engineers, Southwest believes this property
        has the potential to develop into a significant gold producing operation.
 
 Historically,
        mining has been carried out in the Mesquite Mining District of Imperial County
        using old hard rock mining and placer methods. However, in 1984, new mining
        methods (“heap leaching”) were used to develop and mine low-grade ore bodies,
        with an economically viable cut-off grade as low as .01 to .02 ounces of
        gold
        per ton. The geology and history of this area indicate it is rich in gold
        deposits. Test production will determine the cutoff grade and the economic
        viability of this property . Southwest intends to go into production as soon
        as
        possible after approvals and financing are obtained.
 
 On
        February 14, 2005 the
        Company filed a Form 8-K with the Securities and Exchange Commission reporting
        that the Company concluded the acquisition of 2 additional gold mining claims
        located near Kingman, Arizona from a private corporation. In
        lieu
        of cash payment for the claims the Company entered into what is essentially
        a
        joint venture with the former owners whereby the Company is obligated to
        commence production on these claims within two years with the former owners
        entitled to receive 30% of all net smelter returns of gold, whether paid
        in cash
        or in kind.
 
 6
 Under
        the
        terms of the acquisition, the Company granted the former owners of the claims
        the choice to accept 250,000 shares of the Company’s common stock at any time
        within a two year period in exchange for waiving the Company’s obligation to
        commence production on these claims within two years. The former owners choose
        to accept the 250,000 shares of stock on March 23, 2005. On
        February 14, 2005, we issued a press release regarding this
        acquisition.
 
 **Property
        descriptions, locations and nature of ownership.**
 
 Chocolate
        Mountain Region Claims in the Mesquite Mining District of Imperial County,
        California, U.S.A., Group #1: 640 acres on four contiguous, unpatented Placer
        Claims. Access to these claims is by a private dirt road 2 miles north of
        the
        intersection of Highway 78 and Ogilby Road, near Glamis, California.
  Chocolate
        Mountain Region Claims in the Mesquite Mining District of Imperial County,
        California, U.S.A., Group #2: 17 unpatented Placer Claims. These contiguous
        claims cover 2,720 acres. All of these claims are just east of the intersection
        of Highway 78 and Ogilby Road. Access to the property is by private dirt
        road.
 
 Chocolate
        Mountain Region Claims in the Mesquite Mining District of Imperial County,
        California, U.S.A., Group #3: 8 unpatented Lode Claims covering 160 acres.
        Means
        of access to the property is by an unmarked private dirt road, south of Picacho
        State Park.
 
 The
        141
        unpatented lode mining claims, covering 2,820 acres, which the registrant
        refers
        to as the “Twin Peaks Mine,” are located in the Eureka Mining District of
        Yavapai County, Arizona, U.S.A. Access to the property from the west is by
        county maintained and private dirt roads from Highway 93 (connecting Phoenix,
        Arizona with Las Vegas, Nevada).
 
 The
        unpatented lode and placer claims, covering just over 40 acres, which the
        registrant refers to as the “Kingman Area Claims” are located in the Pilgrim
        Mining District, Mohave County, Arizona, U.S.A. The Company, through its
        Southwest Resource Development, Inc., subsidiary owns the claims and pays
        an
        annual Maintenance Fee to the Bureau of Land Management. Access to the property
        is gained by county maintained dirt road. Proceed north on Highway 93 from
        Kingman, Arizona, 16 miles, to a dirt road (one mile north of the exit to
        Chloride, Arizona). Proceed west five miles to the site, on the north side
        of
        the road.
 
 The
        Company, through its wholly owned subsidiaries, owns unpatented mining claims
        and pays an annual Maintenance Fee payment to the Bureau of Land Management
        (BLM) for each of its claims. Maintenance Fee payments of $125 per claim
        are due
        on or before August 31 each year.
 
 7
 **Maps
        indicating the locations of our properties.**
 
 
  In
          the
          Map above “1”“2” and “3” represent the approximate locations of the company’s
          properties in the Mesquite Mining District of Imperial County, California.
          These
          three locations are represented by the number “2” in the map
          below.
  
  8
 
 **History
        of previous operations.**
 
 Twin
        Peaks Mine claims group, in the Eureka Mining District of Yavapai County,
        Arizona: From a historical perspective, Spaniards arrived in the area over
        400
        years ago and used the Santa Maria River to gain access to the claims area.
        According to historical sources, the local Indians used to mine gold and
        silver
        in the area, which was refined and shipped to Spain. More recently, in the
        1880's, John Lawler and Charles Crosby pioneered the Eureka Mining District.
        In
        1883, John Lawler discovered the area was rich in gold, silver, lead, and
        zinc.
 
 Charles
        Crosby first discovered the Crosby Mine and worked his claims from 1906 to
        1933.
        His works are on a mineralized structure and flat zone. When the Crosby Mine
        opened in 1906, it processed 120 ounces of gold per day. It operated a 40-stamp
        amolotion mill until World War II. The Crosby group of claims are in the
        northeast corner of the Twin Peaks claims group.
 
 From
        the
        mid-1920s to the mid-1930s, a prospector worked the Gloryhole claim, in the
        southwest quadrant of the Company’s Twin Peaks claims group. The ore he mined
        ran over 8 ounces of gold per ton. In 1941 and 1942, the claim was yielding
        2.6
        ounces of gold per ton. At that time, the ore was shipped to the railhead
        at
        Hillside and by train to a smelter in El Paso, Texas.
 
 In
        1885,
        the Hayes Silver Mine opened. The deposit at the mine was so rich - over
        300
        ounces of gold and silver per ton - that the owners shipped the ore directly
        to
        England for smelting and refining. The Hayes claims group are part of the
        Company’s Twin Peaks claims group.
 
 Chocolate
        Mountain Region Claims in the Mesquite Mining District of Imperial County,
        California: There has been no commercial scale mining on any of the Company’s
        claims in this region.
 
 Kingman
        Area Claims: The tailings are next to a privately owned patented mine and
        were
        mined from it in the first half of the last century.
 
 **The
        present condition of the property, the work we have completed on the property,
        our proposed program of exploration and development, and the current state
        of
        exploration and development of the property.**
 
 Twin
        Peaks Mine Claims Group: The Company has completed limited exploration work
        on
        the property, including drilling 3,000 feet of core samples (in addition
        to
        10,000 feet drilled by prior owners) and road improvements to repair and
        create
        dirt road accesses to the property. The Company relies on geological work
        of
        experts performed under prior ownership in support of our reports of the
        presence of gold, silver, uranium and other mineralization on the property.
        The
        Company is not conducting mineral extraction operations on this property
        at this
        time.
 
 Chocolate
        Mountain Region Claims Groups in the Mesquite Mining District of Imperial
        County: The Company has performed very limited work on the property. The
        Company
        relies on geological work of experts performed under prior ownership in support
        of our reports of the presence of gold and silver on the property. There
        are no
        current mineral extraction operations on this property. The proposed program
        is
        exploratory in nature.
 
 Kingman
        Area Claims: The Company has performed minimal work on this property. The
        Company relies on geological work of experts performed under prior ownership
        in
        support of the presence of gold and silver mineralization on the property.
        There
        are no current mineral extraction operations on this property. The tailings
        are
        without proven reserves and the proposed program is exploratory in nature
        to
        establish and prove the economic viability of this property.
 
 **The
        physical condition of the plant and equipment and the source of power utilized
        with respect to each property.**
 
 At
        this
        time there are no physical plants on any of the Company’s properties. The
        Company owns rights to water on the Santa Maria River which traverses the
        Twin
        Peaks Mine property. Power is available on properties adjacent to the Twin
        Peaks
        Mine and portable generators will be used as necessary. Power is also available
        on properties adjacent to our placer claims in California and portable
        generators will be used when necessary. There are capped wells on our California
        claims. We will supplement well water with trucked water as necessary.
 
 9
 Adequate
        roads exist to each of our claims groups. Some existing roads may need to
        be,
        repaired or extended.
 
 At
        this
        time there are no physical plants on any of the Company’s properties. The
        Company owns rights to water on the Santa Maria River which traverses the
        Twin
        Peaks Mine property. Power is available on properties adjacent to the Twin
        Peaks
        Mine and portable generators can be used as necessary. Power is also available
        on properties adjacent to our placer claims in California, the Kingman Area
        Claims and portable generators can be used when necessary. Water is available
        on
        properties adjacent to the Kingman Area Claims. There are natural wells located
        in several places on our California claims. We will supplement well water
        with
        trucked water as necessary.
 
 **A
        brief description of the rock formations and mineralization of existing or
        potential economic significance on the properties, including the identity
        of the
        principal metallic or other constituents.**
 
 In
        regards to the Twin Peaks Mine, past geologic valuations have indicated
        mineralized material on claims within the boundaries of the Twin Peaks on
        the
        Crosby claims, Hayes claims and Glory Hole claims as follows: 1,200,000 tons
        of
        ore at the Crosby with 0.118 ounces of gold per ton and 0.520 ounces of silver
        per ton; 1,200,000 tons of ore at the Hayes with 0.128 ounces of gold per
        ton
        and 0.960 ounces of silver per ton; 1,200,000 tons of ore at the Crosby with
        0.258 ounces of gold per ton and 0.584 ounces of silver per ton;. The Company
        uses these reports in support of its determination that economically viable
        mineralization is present on the properties as stated in various historical
        reports.
 
 According
        to past geologic valuations the Crosby claims are within an area of banded
        gray
        schist that is surrounded by light-colored granite and intruded by pegmatite,
        rhyolite-porhyry, and basic dikes. The vein strikes N10E, and dips 25 to
        30
        degrees E, and attains a width of up to 18 inches in the old workings. Rich
        ore
        from the oxidized zone shows brecciated quartz with abundant cellular limonite.
        The gold is usually found associated with the oxidized iron minerals. The
        Hayes
        and Glory Hole claims are geologically similar to the Crosby claims, and
        the
        gold is also found in association with the oxidized iron minerals. Several
        structural zones appear to control the mineralization within the claim group.
        It
        can be considered that an alignment of a structural trend exists, with a
        bearing
        of about N2OE between the Hayes Mine and the Crosby Mine, with the Swiss
        Belle
        Mine at midway along the trend. Another structural zone which is expressed
        by a
        dike and is reported to run from the Santa Maria River to the base of Hayes
        Peak, has an average bearing of about N53W. The Hayes Shaft was sunk within
        this
        dike. The dike probably passes slightly west of the Glory Hole Mine and then
        intersects a N2OE structural zone near the base of Hayes Peak. A sample taken
        at
        this intersection assayed 1.167 oz/ton gold and 66.37 oz/ton silver. The
        structural zones seem to influence wide areas adjacent to them, which is
        confirmed by the voluminous number of favorable assays and also by the Very
        Low
        Frequency Electromagnetic survey. Cut off grade valuations were not
        performed.
 
 Chocolate
        Mountain Region Claims Groups in the Mesquite Mining District of Imperial
        County: A past geochemical sampling program has indicated mineralized material
        at the Goldstar placer claims; tonnage and grade valuations were not performed.
        The Company uses such reports in support of its determination that economically
        viable mineralization may be present on the properties as stated in various
        historical reports.
 
 Kingman
        Area Claims: The tailings consist of ore that has already been processed
        and is
        now above ground. The Company at this time is not making a statement regarding
        the presence of “reserves” on this property. The Company has not performed any
        professional exploration work on the placer claim or the lode claim underlying
        the placer claim.
 
 **The
        phased nature of the exploration process, and the place in the process our
        current exploration activities occupy.**
 
 Phase
        1
        of the exploration process has been completed on a portion of the Hayes group
        of
        claims within the Twin Peaks mine. Phase I supplemented the previous exploration
        effort with additional geological, geochemical and geophysical surveys,
        drilling, excavations and road building. We also completed a scoping study.
        Phase I was designed to furnish pertinent data for the design of Phase II
        Mining
        Operation Plan.
 
 10
 In
        Phase
        II we intend to do further exploration on our property, and design and initiate
        a Test Production program on selected claims within the Twin Peaks claims
        group.
        This will include an electromagnetic flyover of the entire claim group and
        completion of a geochemical survey using the boundaries of individual claims
        to
        establish a base grid. This sample grid would be tightened in select areas.
        Simultaneously, the geology will be mapped in order to determine the overall
        extent of pathfinder mineralization for use in planning additional drilling,
        gaining a more detailed
        understanding of the potential of the entire site, and solidifying the mineral
        land position.
 
 We
        will
        then commence with drilling and assaying in the areas previously targeted
        in
        prior geological reports. The drilling program will be designed to confirm
        the
        geology and mineralization in the target areas; a broad program is not necessary
        due to prior geological work. Extra samples will be retained for metallurgical
        testing on promising zones.
 
 The
        results of testing the samples will allow us to plan the conceptual mine
        and
        milling plans, including flow-sheets that will be used in the feasibility
        study
        process along with the on-going economic and cost modeling evaluation of
        the
        project. Finally when the results have been evaluated we will begin the
        collection of the environmental data necessary for further exploration,
        completion of the feasibility study and mining.
 
 We
        have
        received a Test Production plan and budget for the Chocolate Mountain Region
        Claims in the Mesquite Mining District of Imperial County from our Consulting
        Geologist, Quantum GeoConsultants, LLC, summarized as follows:
 
 **Test
        Production Program Budget and Plan**
 
 To
        start
        placer testing operations we must first purchase and modify a wash plant.
        The
        pad and setup of the wash plant is next.
  The
        dirt
        access road from the Highway to the site (approximately 2 miles) must be
        reworked/repaired. We will also need a Front End Loader (“F.E.L.”) with Back-Hoe
        attachment. For continuous hard work excavating trenches, digging test pits
        and
        carrying alluvial material back to the wash plant for processing on a daily
        basis. It would be used for the duration of the test production
        program.
  The
        sampling method is standard in geological exploration and is confined to
        dry
        arroyo drainages and rills. Grab samples taken outside of the dry river beds
        and
        rills will be by prospectors pick or regular pick and shovel. Instruments
        to be
        used will be a VLF unit, an EM unit, microscopes, spectrometer, GPS unit,
        possibly an I.R. unit, a magnetometer and miscellaneous sieves. A 10 or 12
        kW
        generator set will independently power the night lights and camper unit.
        We need
        to determine if the present wells go down a minimum of 400 feet to reach
        adequate water supply to support test production wash plant. The estimated
        budget for this is up to $205,000 for a 12 week program.
 
 We
        will
        make a decision whether to proceed with each successive phase of the exploration
        program upon completion of the previous phase and upon analysis of the results
        of that program.
 
 The
        cutoff grade will be determined as part of the feasibility study process.
  11
 We
        will
        follow QA/QC protocols provided by the Society for Mining, Metallurgy and
        Exploration Guidance on best practices for Exploration
        www.smenet.org.
  
 **Recent
        Initial Exploration and Exploitation**
 
 Although
        many companies and individuals are engaged in the mining business, including
        large established mining companies, there is a limited supply of desirable
        mineral lands available for claim staking, lease, or other acquisition in
        the
        United States and other areas where USCorp contemplates conducting its
        exploration and/or production activities. However, it has been determined
        by
        qualified geologists and mining companies that USCorp’s Arizona properties have
        mineralization of a variety of precious and non-precious minerals. Historically,
        the specific geographic region in which USCorp intends to conduct its
        exploratory and mining activities has been the subject of various general
        samplings, which were performed by the State of Arizona, the United States
        Department of the Interior Bureau of Mines, and the United States Department
        of
        the Interior Bureau of Land Management.
 
 Registrant
        has relied upon a number of studies by companies that are not presently
        affiliated or associated with USCorp to determine the feasibility and valuation
        of USCorp’s pursuit to develop the Mining Claims. These studies are comprised of
        several exploration techniques, such as geological and geophysical surveys,
        drilling, and excavations, in order to determine the economic potential,
        and
        subsequent exploration and mining , of the Claims. These different firms,
        have
        utilized varied means to calculate the potential of the exploration and
        development of the Twin Peaks Mine’s Mining Claims.
 
 **Early
        Exploration Conducted and Valuations.**
 
 The
        Twin
        Peaks Mine: Past geological studies indicated that beginning in 1981 a geologist
        performed certain exploratory drillings in order to obtain samples of the
        contents from the Crosby Mine Site No. 6, located Yavapai County, Arizona
        (one
        of the claims in USMetals’ Twin Peaks Mine). The geologist drilled 28 core drill
        holes on the Crosby Mine site. His report was based on 200-foot depth cores.
        This area was 18,519 cubic yards, or approximately 20,000 tons of mineralized
        material. The total area that was drilled was 1,500’ x 600’ x 200’. A total of
        744 core samples were taken from the 6,000-foot of core hole drillings. The
        samples were assayed for gold and silver.
  The
        results indicated the presence of mineralization of gold and silver. The
        core
        samples also revealed quartz monzonite porphyry formations throughout the
        area
        of sampling. The many faults located in this area were of considerable
        importance in controlling supergene enrichment; the largest quantity and
        highest
        grade of ore occurs when these faults intersect or are closely spaced. There
        was
        significant evidence of this enrichment recorded from the samples taken from
        the
        Crosby Mine site area. And, the gold and silver that was found is natural
        to the
        formations of the enrichment zone.
 
 **Recent
        Exploration and Samplings**
 
 Recent
        geological surveys, provided by International Energy and Resources, Inc.,
        (IERI), one of USMetals’ principal advisors have confirmed prior geological
        reports. It was verified that the Twin Peaks Mine is on a mineralized structure
        and flat zone with gold and silver carrying mineralization.
 
 Historically,
        over 10,000 feet of core drillings were performed and over 1,500 fire assays
        were conducted. These assays showed an overall average of .14 ounces of gold
        per
        ton and .595 ounces of silver per ton, on one area covering 3 claims.
 
 12
 The
        geological, geophysical, and geochemical studies stated above were reviewed
        and
        evaluated by an independent mining, consulting, and geologic firmthat was
        engaged to evaluate the commercial feasibility of the claims. The report
        and
        economic study recommended the continuation of exploration and the start
        of
        production.
 
 The
        geological justification for the exploration project at the Twin Peaks Mine
        is
        that numerous past geological studies have found gold and silver mineralization
        in economically viable quantities at various locations within the boundaries
        of
        the claims group. There are also areas within the claims group that contain
        uranium and areas containing complex ores.
  The
        geological justification for the exploration project at the Chocolate Mountain
        Region claims is that there is visible gold in the ground and past geological
        studies have found gold and silver in economically viable quantities at various
        locations within the boundaries of the claims groups.
  
 The
        geological justification for the exploration project at the Kingman Area
        Claims
        is that numerous past assays have found gold and silver in various locations
        within the boundaries of the claims group.
  
 **A
        breakdown of the exploration timetable and budget, including estimated amounts
        that will be required for each exploration activity.**
 
 The
        six
        month exploration timetable and budget for the Twin Peaks Mine is as
        follows:
 
 The
        total
        cost is projected to be up to $2.4 million to complete a electromagnetic
        flyover, a comprehensive drilling program, road repair and extensions, design
        and building of a test mill of 50 to 1,000 tons per day capacity. The estimate
        of six month time period is an estimate of time need to perform tasks only
        and
        does not take into account delays for governmental review and approval of
        our
        mining plan.
 
  The
        12
        week exploration timetable and budget for the Chocolate Mountain Region claims
        is as follows:
 
 The
        total
        cost is projected to be up to $205,000 to complete an electromagnetic flyover,
        comprehensive road repair and extensions, design and purchase of a wash plant
        of
        10 tons per hour capacity. The estimate of twelve week time period is an
        estimate of time needed to perform tasks only and does not take into account
        delays for governmental review and approval of our mining plan.
  The
        exploration timetable and budget for the Kingman Area Claims has not yet
        been
        formally prepared. At this time we estimate a comprehensive drilling program
        to
        extract samples for assay in order to establish the economic viability of
        the
        tailings will take approximately one month to complete at a cost of up to
        $50,000.
  
 **How
        the exploration program will be funded.**
 
 We
        are
        seeking funding via equity or debt financing in the form of private placements,
        working interest joint venture, and/or gold bullion loans in the United States,
        Europe and Asia. To date we have received the proceeds from a gold bullion
        loan
        in the amount of $635,000 as previously reported on form 8-K dated September
        27,
        2005.
 
 13
 **Identification
        of who will be conducting any proposed exploration work, and a discussion
        of
        their qualifications.**
 
 To
        date
        the Company has contracted with International Energy and Resources, Inc.,
        and
        Quantum GeoConsultants, LLC, for limited exploration and geological work
        on the
        Company’s properties. Given adequate financing we intend to use additional
        qualified mining consultants and engineers subject to their availability
        and
        willingness and our need, but we have not contracted with any other vendors
        as
        of the date of this report. A summary of the qualifications of Quantum
        GeoConsultants, LLC and International Energy and Resources, Inc., a wholly
        owned
        subsidiary of US American Resources, Inc. follows:
  Quantum
        GeoConsultants, LLC.
 Edwin
        Arbar, Managing Partner: Bachelor Degree: Bioscience, Geoscience, Western
        State
        College, Colorado, U.S.A.
 
 Certificates:
        Advanced Environmental Engineering: Mining industry waste and water pollution
        control and remediation. University of Concepcion, Concepcion, Chile.
 Gemstone
        Certifications: Gemological Institute of America, Los Angeles, California.
        Certificates for Diamond Grading, Diamond Appraisal, and Colored Gemstones
 
 Registered
        Environmental Assessor; State of California, Registered #REA-03167
 
 SUMMARY
        OF EXPERIENCE: Retired from Fluor Mining and Metals division of Fluor
        Corporation as a Senior Manager after 40 years of project engineering and
        field
        management of domestic and international world class E.P.C.M. projects in
        the
        following categories: Geophysical exploration; Drilling/blasting; O/P and
        U/G
        mine development/production; Mass excavations; Crushing/conveyor systems;
        Ore
        processing plants; Heap leach pads; Open and closed circuit SX/EW units;
        Precious metal placer development and recovery systems; Tailings ponds; Toxic
        waste water treatment; Salt water conversion plants; Environmental
        assessment/remediation; Microwave/fiber optic communication systems; Crude
        oil
        refineries w/LNG facilities; Petrochemical plants; Power generation plants
        and
        hi-power transmission lines; Major oil, gas and mineral concentrates pipelines;
        Railroads and back-country air ports; Offshore oil/gas production platforms
        and
        marine pipelines; High-tech research and development centers; Diamond
        exploration and recovery systems.
 
 METALS
        EXPLORATION/DEVELOPMENT CONSULTANT: August 2002 to present
 
 Perform
        professional services as a member of a mining industry consulting group:
        Performing audits on technical and due diligence reports by conducting on-site
        studies and review of historical and new data including, but not limited
        to:
        Geological surveys; Geochemical tests; Geophysical surveys; 3-D aerial photo
        studies; Review satellite photos; Perform assays and/or verify historical
        assay
        test reports; Review core drilling logs and reports; Conduct/review laboratory
        tests and feasibility studies; Prepare/review pilot plant flow sheets and
        reports; Title search and review; Review/verify water rights and legal data;
        Review right-of-way easements; Review B.L.M. permits; Review E.I.R.'s and
        related data; Review status of fees/taxes paid for patented and un-patented
        mineral claims; Review safety, cost and schedules: for multi-national owners
        and/or investors based in the U.S.A., Canada, Argentina, Chile, Brazil, Bolivia,
        Peru, Alaska and Mexico.
 
  International
        Energy and Resources, Inc., a
        wholly
        owned subsidiary of US American Resources, Inc., Sub-Contractors, Subsidiaries and Consultants include:
 
 
 14
 HILBRANDS
        AND WESTERN MINING COMPANY
 Ted
        Hilbrands, and Arie Hilbrands, Owner Operators. Hilbrands and Western is
        an
        Arizona-based mining company with 30 years of experience in mining, drilling,
        and exploration. Expert witness for U.S. Mineral Surveyor, worked extensively
        on
        construction projects with the US Army Corps of Engineers. They have extensive
        knowledge in land survey, mine ownership and leaching, mill construction
        and
        management.
 
 **Specific
        Environmental Regulation.**
 
 Mining
        is
        subject to potential risks and liabilities associated with pollution of the
        environment and the disposal of waste products occurring as a result of mineral
        exploration and production. Environmental liability may result from mining
        activities conducted by others prior to USMetals’ ownership of a property.
        Insurance for environmental risks (including potential liability for pollution
        or other hazards as a result of the disposal of waste products occurring
        from
        exploration and production) is not generally available at a reasonable price
        to
        companies within the industry. To the extent USMetals is subject to
        environmental liabilities, the payment of such liabilities would reduce funds
        otherwise available to USMetals and could have a material adverse effect
        on
        USMetals.
 
 In
        the
        context of environmental compliance and permitting, including the approval
        of
        reclamation plans, USMetals must comply with standards, laws and regulations
        which may entail greater or lesser costs and delays depending on the nature
        of
        the activity to be permitted, constructed and operated and how stringently
        the
        regulations are implemented by the applicable regulatory authority. It is
        possible that the costs and delays associated with compliance with such laws,
        regulations and permits could become such that a company would not proceed
        with
        the development of a project or the operation or further development of a
        mine.
        Laws, regulations and regulatory policies involving the protection and
        remediation of the environment are constantly changing at all levels of
        government and are generally becoming more restrictive and the costs imposed
        on
        the development and operation of mineral properties are increasing as a result
        of such changes. USMetals has made, and expects to make in the future,
        significant expenditures to comply with such laws and regulations.
 
 The
        Environmental Protection Agency ( *“EPA”* )
        continues the development of a solid waste regulatory program specific to
        mining
        operations under the Resource Conservation and Recovery Act ( *“RCRA”* ).
        The
        difficulty is that many Federal laws duplicate existing state
        regulations.
 
 Mining
        companies in the United States are also subject to regulations under (i)
        the
        Comprehensive Environmental Response, Compensation and Liability Act of 1980
        ( *“CERCLA”* )
        which
        regulates and establishes liability for the release of hazardous substances
        and
        (ii) the Endangered Species Act ( *“ESA”* )
        which
        identifies endangered species of plants and animals and regulates activities
        to
        protect these species and their habitats. Revisions to CERCLA and ESA are
        being
        considered by Congress; the impact on USMetals of these revisions is not
        clear
        at this time. Environmental laws and regulations enacted and adopted in the
        future may have a significant impact upon USMetals’ future operations.
 
 Reclamation
        plans which are approved by various environmental regulatory authorities
        are
        subject to on-going review and modification. Although USMetals’ management
        believes that the reclamation plans developed and implemented for its mine
        sites
        are reasonable under current conditions, any future re-determination of
        reclamation conditions or requirements could significantly increase USMetals’
        costs of implementation of such plans.
 
 15
 **Competition.**
 
 There
        is
        aggressive competition within the minerals industry to discover and acquire
        properties considered to have commercial potential. USMetals will compete
        for
        promising gold exploration projects with other entities, many of which have
        greater financial and other resources than USMetals In addition, USMetals
        will
        compete with other firms in its efforts to obtain financing to explore and
        develop mineral properties including the claims its already owns. Further,
        the
        mining industry is typified by companies with significantly greater financial
        resources and market recognition than the Company. At present, Registrant
        is not
        a significant factor within this industry.
 
 **Employees
        and Independent Contractors.**
  As
        of the
        Date of this Report, Registrant did not employ any persons other than its
        executive officers and directors named herein.
  As
        of the
        Date of this Report, Registrant and its wholly owned subsidiaries have utilized
        two principal consultants/advisors: Quantum GeoConsultants, LLC, under its
        managing partner, Edwin Arbar and International Energy and Resources, Inc.
        (IERI) which, in turn, employs subcontractors that perform work indirectly
        for
        Registrant and its subsidiaries.
  
 **C.
        Risk Factors**
 
 **Lack
        of Operating History and Earnings.** Registrant has no operating history or revenues. Registrant expects to incur
        further losses in the foreseeable future due to significant costs associated
        with its business development, and the business development of its subsidiaries,
        including costs associated with its acquisition of new mining claims and/or
        operations. There can be no assurance that Registrant’s operations will ever
        generate sufficient revenues to fund its continuing operations that Registrant
        will ever generate positive cash flow from its operations, or that Registrant
        will attain or thereafter sustain profitability in any future
        period.
 
 **Speculative
        Nature of Registrant’s Proposed Operations; Dependence Upon Management.** The
        success of Registrant’s operations, independently and through its subsidiaries,
        and its proposed plan of operation will depend largely on the operations,
        financial condition, and management of Registrant. While management intends
        to
        engage in the business purposes stated herein, there can be no assurance
        that
        it, or any of its subsidiaries, will be successful in conducting such business.
        Presently, Registrant is totally dependent upon the personal efforts of its
        current management. The loss of any officer or director of Registrant could
        have
        a material adverse effect upon its business and future prospects. Registrant
        does not presently have key-man life insurance upon the life of any of its
        officers or directors. None of our management are chemists, metallurgists,
        mining engineers or geologists and as such do not have the technical experience
        in exploring for, starting, and/or operating a mine. Upon adequate funding
        management intends to hire qualified and experienced personnel, including
        additional officers and directors, and mining specialists, professionals
        and
        consulting firms to advise management as needed; however there can be no
        assurance that management will be successful in raising the necessary funds,
        recruiting, hiring and retaining such qualified individuals.. Such
        consultants have no fiduciary duty to Registrant or its shareholders, and
        may
        not perform as expected. The success of Registrant will, in significant part,
        depend upon the efforts and abilities of management, including such consultants
        as are or may be engaged in the future.
  **See
        “PART III, ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
        PERSONS”.**
 
 16
 **Risks
        Inherent In Exploration and Mining Operations.** Mineral
        exploration is highly speculative and capital intensive. Most exploration
        efforts are not successful, in that they do not result in the discovery of
        mineralization of sufficient quantity or quality to be profitably mined.
        Registrant’s Mining Claims are also indirectly subject to all hazards and risks
        normally incidental to developing and operating mining properties. These
        risks
        include insufficient ore reserves, fluctuations in production costs that
        may
        make mining of reserves uneconomic; significant environmental and other
        regulatory restrictions; and the risks of injury to persons, property or
        the
        environment. In particular, the profitability of gold mining operations is
        directly related to the price of gold. The price of gold fluctuates widely
        and
        is affected by numerous factors that are beyond the control of any mining
        company. These factors include expectations with respect to the rate of
        inflation, the exchange rates of the dollar and other currencies, interest
        rates, global or regional political, economic or banking crises, and a number
        of
        other factors. If the price of gold should drop dramatically, the value of
        the
        Mining Claims could also drop dramatically, and the Company might then be
        unable
        to recover its investment in those interests or properties. Selection of
        a
        property for exploration or development; the determination to construct a
        mine
        and to place it into production, and the dedication of funds necessary to
        achieve such purposes, are decisions that must be made long before the first
        revenues from production will be received. Price fluctuations between the
        time
        that such decisions are made and the commencement of production can drastically
        affect the economics of a mine. The volatility of gold prices represents
        a
        substantial risk, generally, which no amount of planning or technical expertise
        can eliminate.
 
 **Uncertainty
        of Reserves and Mineralization Estimates.** There
        are
        numerous uncertainties inherent in estimating proven and probable reserves
        and
        mineralization, including many factors beyond Registrant’s control. The
        estimation of reserves and mineralization is a subjective process and the
        accuracy of any such estimates is a function of the quality of available
        data
        and of engineering and geological interpretation and judgment. Results of
        drilling, metallurgical testing and production and the evaluation of mine
        plans
        subsequent to the date of any estimate may justify revision of such estimates.
        No assurances can be given that the volume and grade of reserves recovered
        and
        rates of production will not be less than anticipated. Assumptions about
        prices
        are subject to great uncertainty and gold prices have fluctuated widely in
        the
        past. Declines in the market price of gold or other precious metals also
        may
        render reserves or mineralization containing relatively lower grades of ore
        uneconomic to exploit. Changes in operating and capital costs and other factors
        including, but not limited to, short-term operating factors such as the need
        for
        sequential development of ore bodies and the processing of new or different
        ore
        grades, may materially and adversely affect reserves.
 
 **Environmental
        Risks.** Mining
        is
        subject to potential risks and liabilities associated with pollution of the
        environment and the disposal of waste products occurring as a result of mineral
        exploration and production. Insurance against environmental risks (including
        potential liability for pollution or other hazards as a result of the disposal
        of waste products occurring from exploration and production) is not generally
        available to Registrant (or to other companies within the
        gold
        industry) at a reasonable price. To the extent Registrant becomes subject
        to
        environmental liabilities, the satisfaction of any such liabilities would
        reduce
        funds otherwise available and could have a material adverse effect on
        Registrant. Laws and regulations intended to ensure the protection of the
        environment are constantly changing, and are generally becoming more
        restrictive.
 
 **Proposed
        Federal Legislation.** Over
        the
        past ten years, the U.S. Congress has adopted revisions of the General Mining
        Law of 1872, which governs the creation of mining claims and related activities
        on Federal public lands in the United States. Similarly, the U. S. Congress
        and
        the Clinton Administration eliminated the U.S. Bureau of Mines, which was
        the
        agency responsible for gathering and maintaining data on mines throughout
        the
        United States. Beyond changes to the existing laws, the Congress or the Bush
        Administration may propose or adopt new laws; any such revisions could also
        impair USMetals’ and Southwest’s ability to develop, in the future, any mineral
        prospects that are located on unpatented mining claims on Federal
        lands.
 
 17
 **Title
        to Properties.** The
        validity of unpatented mining claims, which constitute all of Registrant’s
        property holdings, is often uncertain and such validity is always subject
        to
        contest. Unpatented mining claims are unique property interests and are
        generally considered subject to greater title risks than patented mining
        claims,
        or other real property interests that are owned in fee simple. Registrant
        has
        not filed any patent applications for any of its properties that are located
        on
        Federal public lands in the United States, (specifically, in the States of
        Arizona and California), and, under changes to the General Mining Law, patents
        may not be available for such properties. Although management believes it
        has
        taken requisite action to acquire satisfactory title to its undeveloped
        properties, it does not intend to go to the expense to obtain title opinions
        until financing is secured to develop the property, with the attendant risk
        that
        title to some properties, particularly title to undeveloped properties, may
        be
        defective.
 
 **Competition.** There
        is
        aggressive competition within the minerals industry to discover and acquire
        properties considered to have commercial potential. Registrant will compete
        for
        promising gold exploration projects with other entities, many of which have
        greater financial and other resources than Registrant. In addition, Registrant
        will compete with other firms in its efforts to obtain financing to explore
        and
        develop mineral properties.
 
 **Registrant’s
        Financial Statements Contain a “Going Concern
        Qualification.”** Registrant may not be able to operate as a going concern. The independent
        auditors’ report accompanying its financial statements contains an explanation
        that Registrant’s financial statements have been prepared assuming that it will
        continue as a going concern. Note 1 to these financial statements indicates
        that
        Registrant is in the development stage and needs additional funds to implement
        its plan of operations. This condition raises substantial doubt about its
        ability to continue as a going concern. The financial statements do not include
        any adjustments that might result from the outcome of this uncertainty.
        Registrant’s audit report and financial statements are included herein as “PART
        F/S”.
 
 **Uncertainty
        As To Management's Ability To Control Costs And Expenses.** With
        respect to Registrant's development of its mining properties and the
        implementation of commercial operations, management cannot accurately project
        or
        give any assur-ance, with respect to its ability to control develop-ment
        and
        operating costs and/or expenses. Conse-quently, if management is not able
        to
        ade-quately control costs and expenses, such operations may not generate
        any
        profit or may result in operating losses.
  **No
        Dividends** .
        The
        Company has not paid any dividends nor, by reason of its present financial
        status and contemplated financial requirements, does it anticipate paying
        any
        dividends in the foreseeable future.
  **Risks
        of Low-Priced Stocks And Possible Effect of “Penny Stock” Rules on
        Liquidity.** Currently Registrant’s stock is defined as a “penny stock” under Rule 3a51-1
        adopted by the Securities and Exchange Commission under the Securities Exchange
        Act of 1934. In general, a “penny stock” includes securities of companies which
        are not listed on the principal stock exchanges or the National Association
        of
        Securities Dealers Automated Quotation System (“NASDAQ”) or National Market
        System (“NASDAQ NMS”) and have a bid price in the market of less than $5.00; and
        companies with net tangible assets of less than $2,000,000 ($5,000,000 if
        the
        issuer has been in continuous operation for less than three years), or which
        has
        recorded revenues of less than $6,000,000 in the last three years. “Penny
        stocks” are subject to rule 15g-9, which imposes additional sales practice
        requirements on broker-dealers that sell such securities to persons other
        than
        established customers and “accredited investors” (generally, individuals with
        net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or
        $300,000 together with their spouses, or individuals who are officers or
        directors of the issuer of the securities). For transactions covered by Rule
        15g-9, a broker-dealer must make a special suitability determination for
        the
        purchaser and have received the purchaser’s written consent to the transaction
        prior to sale. Consequently, this rule may adversely affect the ability of
        broker-dealers to sell Registrant’s stock, and therefore, may adversely affect
        the ability of Registrant’s stockholders to sell stock in the public
        market.
 
 18
 **Shares
        Eligible for Future Sale.** A total
        of 29,531,459 shares of Common Stock are issued and outstanding as of the
        date
        of this Report, of which approximately 23,586,257 shares thereof are “restricted
        securities” as that term is defined under the Securities Act. Therefore, all
        such restricted shares must be held indefinitely unless subsequently registered
        under the Securities Act or an exemption from registration becomes available.
        One exemption that may be available in the future is Rule 144 adopted under
        the
        Securities Act. Generally, under Rule 144 any person holding restricted
        securities for at least one year may publicly sell in ordinary brokerage
        transactions, within a 3 month period, the greater of one (1%) percent of
        the
        total number of a company’s shares outstanding or the average weekly reported
        volume during the four weeks preceding the sale, if certain conditions of
        Rule
        144 are satisfied by the company and the seller. Furthermore, with respect
        to
        sellers who are “non-affiliates” of the company, as that term is defined in Rule
        144, the volume sale limitation does not apply and an unlimited number of
        shares
        may be sold, provided the seller meets a holding period of 2 years. Sales
        under
        Rule 144 may have a depressive effect on the market price of Registrant’s
        securities, should a public market be available for Registrant’s shares.
  **Safe
        Harbor Statement:** Under
        the United States Private Securities Litigation Reform Act of 1995, except
        for
        the statements of historical fact contained herein, the information presented
        constitutes “forward-looking statements” within the meaning of the Private
        Securities Litigation Reform Act of 1995. Such forward-looking statements,
        including but not limited to those with respect to the price of gold, the
        timing
        of the exploration of the Company’s properties, the timing of the development of
        the Company’s properties, the timing and amount of estimated future production,
        costs of production, mineralization and “reserve” determination involve known
        and unknown risks, uncertainties and other factors which may cause the actual
        results, performance or
        achievements of the Company to be materially different from any future results,
        performance or achievements expressed or implied by such forward-looking
        statements. Such factors include, among others, the actual results of current
        exploration and development activities, conclusions of economic evaluations,
        changes in project parameters as plans continue to be refined, future prices
        of
        gold, silver or other metals and minerals. Although the Company has attempted
        to
        identify important factors that could cause actual results to differ materially,
        there may be other factors that cause results not to be as anticipated,
        estimated or intended. There can be no assurance that such statements will
        prove
        to be accurate as actual results and future events could differ materially
        from
        those anticipated in such statements. Accordingly, readers should not place
        undue reliance on forward-looking statements.
  ( **See
        “Forward Looking Statements”, PART I** ).
 
 **(D)
        Reports to Security Holders**
 
 The
        public may read and copy any materials filed with the SEC at the SEC’s Public
        Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public
        may
        obtain information on the operation of the Public Reference Room by calling
        the
        SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports,
        proxy and information statements, and other information regarding issuers
        that
        file electronically with the SEC. The address of that SEC internet site is http://www.sec.gov .
 
 19
 **ITEM
        2. DESCRIPTION OF PROPERTY**
 
 The
        Company's principle executive offices are located at 4535 W. Sahara Ave.,
        Suite
        204, Las Vegas, NV 89102 and its telephone number is (702)
        933-4034.
 
 **ITEM
        3. LEGAL PROCEEDINGS**
 
 During
        the fiscal year ended September 30, 2005, the Company was not a party to
        legal
        proceedings requiring disclosure in this Report and none of the Company's
        officers or directors are involved in any litigation in their capacities
        as such
        officers or directors of the Company.
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 One
        matter was put to the vote of the shareholders during the fiscal year ended
        on
        September 30, 2005. On November 8, 2004, the shareholders approved the addition
        of a second class of common stock, 250,000,000 shares designated non-voting
        Series B common.
  PART
        II
 
 **ITEM
        5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS**
 
 The
        Company's securities are quoted on the OTC Bulletin Board and as of December
        23,
        2003 the Company’s shares are also traded on the Third Segment of the Berlin
        Stock Exchange under symbol UCP.BER, WKN number A0BLBB.
 
 The
        following table sets forth for the periods indicated the range of high and
        low
        closing bid quotations for the Company's common stock during the past two
        fiscal
        years. These quotations represent inter-dealer prices without retail mark-up,
        mark-down or commission and may not represent actual transactions:
 
 PERIOD
                
                HIGH
                
                LOWQuarter
                    ended December 31, 2003
                
                $
                0.55
                
                $
                0.23Quarter
                    ended March 30, 2004
                
                $
                0.50
                
                $
                0.31Quarter
                    ended June 30, 2004
                
                $
                0.63
                
                $
                0.34Quarter
                    ended September 30, 2004
                
                $
                0.44
                
                $
                0.25Quarter
                    ended December 31, 2004
                
                $
                0.26
                
                $
                0.11Quarter
                    ended March 30, 2005
                
                $
                0.20
                
                $
                0.09Quarter
                    ended June 30, 2005
                
                $
                0.16
                
                $
                0.06Quarter
                    ended September 30, 2005
                
                $
                0.16
                
                $
                0.09
 On
        December 15, 2005 the reported closing price for the Company's common stock
        was
        $0.138 per share; there were approximately 168 record holders of the Company's
        shares.
  The
        Company has not paid any dividends and there are presently no plans to pay
        any
        such dividends in the foreseeable future. The declaration and payment of
        dividends in the future will be determined by the Board of Directors in light
        of
        conditions then existing, including earning, financial condition, capital
        requirements and other factors. There are no contractual restrictions on
        the
        Company's present or future ability to pay dividends. Further, there are
        no
        restrictions on any of the Company's subsidiaries which would, in the future,
        adversely affect the Company's ability to pay dividends to its
        shareholders.
 
 20
 **Recent
        Sales of registered and unregistered securities.**
 
 During
        fiscal year 2005, the Company issued (i) 400,000 shares of common stock to
        vendors to pay outstanding debt; (ii) 150,000 shares of common stock and
        received proceeds of $48,000.
 
 Additionally,
        In June 2004, the Company commenced a private placement of 6 million units
        of
        its securities with each unit consisting of one share of preferred stock
        and one
        warrant to purchase an additional share of preferred stock at a price of
        $0.50
        per unit. The offer terminates in January 2005. Each preferred share is
        convertible into two common shares at any time at the election of the preferred
        shareholder. Each warrant represents the right of the holder to purchase
        one
        additional preferred share at a price of $0.50 during the two-year period
        following the date of
        their
        issuance. The Company may call the warrants at any time at a redemption price
        of
        $0.001 per warrant provided the price of its common stock has traded above
        $1
        for 20 consecutive days.
 
 The
        preferred shares accrue interest at the rate of 10% per annum of the purchase
        price of $0.50, or $0.05 per year, payable annually in arrears. The Company
        may
        elect to make payment of interest in the form of common shares. In which
        case
        the number of common shares payable will equal the amount of interest payable
        divided by the closing price of the common shares on the date the dividend
        is
        declared by the Company.
 
 The
        preferred shares are redeemable by the Company at any time after one year
        from
        the date of their issuance provided that the common shares have sustained
        a
        trading price of not less than $1.00 per common share for at least 20
        consecutive trading days. If the Company elects to redeem the Shares, the
        redemption price shall be determined as follows:
 
 
 (i)
              During
                  the second year after their issuance at $0.575 per preferred
                  share;
 (ii)
              During
                  the third year after their issuance at $0.55 per preferred
                  share;
 (iii)
              During
                  the fourth year after their issuance at $0.525 per preferred
                  share;
 (iv)
              After
                  the fourth year after their issuance at $0.50 per preferred
                  share.
 
 During
        September 2004, the Company received $55,175 of subscriptions for 112,500
        units
        in this private placement.
 
 Finally,
        the company issued registered shares as follows: 2,118,441 shares of common
        stock to consultants for services rendered valued at $673,898.
 
 ITEM
        6.
        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS
 
 You
        should read the following discussion and analysis in conjunction with the
        Consolidated Financial Statements and Notes thereto, and the other financial
        data appearing elsewhere in this Report.
 
 The
        information set forth in Management's Discussion and Analysis of Financial
        Condition and Results of Operations ("MD&A") contains certain
        "forward-looking statements" within the meaning of Section 27A of the Securities
        Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934,
        as
        amended, and the Private Securities Litigation Reform Act of 1995, including,
        among others (i) expected changes in the Company's revenues and profitability,
        (ii) prospective business opportunities and (iii) the Company's strategy
        for
        financing its business. Forward-looking statements are statements other than
        historical information or statements of current condition. Some forward-looking
        statements may be identified by use of terms such as "believes", "anticipates",
        "intends" or "expects". These forward-looking statements relate to the plans,
        objectives and expectations of the Company for future operations. Although
        the
        Company believes that its expectations with respect to the forward-looking
        statements are based upon reasonable assumptions within the bounds of its
        knowledge of its business and operations, in light of the risks and
        uncertainties inherent in all future projections, the inclusion of
        forward-looking statements in this report should not be regarded as a
        representation by the Company or any other person that the objectives or
        plans
        of the Company will be achieved.
 
 21
 The
        Company's revenues and results of operations could differ materially from
        those
        projected in the forward-looking statements as a result of numerous factors,
        including, but not limited to, the following: (i) changes in external
        competitive market factors, (ii) termination of certain operating agreements
        or
        inability to enter into additional operating agreements, (iii) inability
        to
        satisfy anticipated working capital or other cash requirements, (iv) changes
        in
        or developments under domestic or foreign laws, regulations, governmental
        requirements or in the mining industry, (v) changes in the Company's business
        strategy or an inability to execute its strategy due to unanticipated changes
        in
        the market, (vi) various competitive factors that may prevent the Company
        from
        competing successfully in the marketplace, and (ix) the Company's lack of
        liquidity and its ability to raise additional capital. In light of these
        risks
        and uncertainties, there can be no assurance that actual results, performance
        or
        achievements of the Company will not differ materially from any future results,
        performance or achievements expressed or implied by such forward-looking
        statements. The foregoing review of important factors should not be construed
        as
        exhaustive. The Company undertakes no obligation to release publicly the
        results
        of any future revisions it may make to forward-looking statements to reflect
        events or circumstances after the date hereof or to reflect the occurrence
        of
        unanticipated events.
 
 OVERVIEW
 
 The
        Company is an “exploration stage" company. During fiscal year ended September
        30, 2005, the Company's activities centered on the exploration of USMetals'
        mining property known as the Twin Peaks Mine in the Eureka Mining District
        of
        Yavapai County, Arizona, the exploration of Chocolate Mountain Region Claims
        in
        the Mesquite Mining District of Imperial County, California, and the acquisition
        of the Kingman Area Tailings in the Pilgrim Mining District of Mohave County,
        Arizona.. During the fiscal year, the Company did not engage in any commercially
        viable operations and realized no revenues from its activities. The annual
        costs
        incurred to date were primarily for the continued exploration of the Company's
        mining properties, expansion and maintenance of the Company's website, legal
        and
        accounting costs in conjunction with the Company's general and administrative
        expenses in anticipation of completing exploration and commencing a test
        production program on the Company’s mining properties. The annual maintenance
        fee payment for the 172 claims owned by the Registrant was increased from
        $100
        per claim to $125 per claim for a total of $21,500.
 
 All
        of
        the Company's mining business activities are conducted at this time through
        its
        subsidiaries, USMetals and Southwest Resource Development, Inc. International
        Energy Resources, Inc., a wholly owned subsidiary of U.S. American Resources,
        Inc., has agreed to continue to supervise and direct the work of the Twin
        Peaks
        Mine Project Team upon adequate funding.
 
 The
        Registrant, through its wholly owned subsidiary, USMetals, Inc., owns 141
        unpatented contiguous mining claims totaling 2,820 acres in the Eureka Mining
        District of Yavapai County, Arizona. These claims have a history of mining
        activity from the middle of the 19th century to the beginning of World War
        II.
        Gold, silver, copper and other minerals were recovered in important quantities.
        The previous owners started acquisition of this claim group in the early
        1940's
        and by the mid-1980's the claims group totaled 134 claims. Exploration, drilling
        and assessment work was done and several geological reports were completed
        indicating the presence of economically viable deposits of precious metals
        and
        complex ores.
 
 22
 **Impairment
        Expense**
 
 We
        acquired the Twin Peaks Mine asset in 2002 and have been conducting limited
        exploration work on it, with the goal of commencing mineral production, for
        three years. Exploration activities have confirmed the presence of
        mineralization on this property. However, we have not commenced
        mining activities due to a lack of funding. Consequently, per our accounting
        policy regarding impairment charges, we decided to impair this asset and
        take it
        off the balance sheet. However, we are still aggressively pursing the financing
        necessary to complete a bankable feasibility study and proceed with our plans
        to
        commence mining activity. We believe with proper funding, the portions of
        the
        Twin Peaks property which has been more extensively explored could result
        in a
        value in excess of $200,000,000 per independent estimates in prior geochemical
        evaluations and geological studies.
 
 We
        need
        $20 million to achieve a commercial level of mining on the Company’s properties.
        We have prepared plans for completion of bankable feasibility studies and
        test
        production programs on our properties that require smaller amounts of capital.
        We are seeking funding via equity or debt financing in Europe, the United
        States
        and Asia via private placement, working interest joint venture, and/or gold
        bullion loans.
 
 The
        Registrant, through its wholly owned subsidiary Southwest Resource development,
        Inc., (“Southwest”) owns 8 unpatented lode and 21 unpatented placer mining
        claims totaling approximately 3,520 acres in eastern Imperial County, California
        which the Company refers to as the Chocolate Mountain Region Claims in the
        Mesquite Mining District of Imperial County. These claims and the surrounding
        Mesquite Mining District have a history of mining activity going back almost
        200
        years. The exploration, drilling and assessment work at the Chocolate Mountain
        Region Claims in the Mesquite Mining District of Imperial County, was done
        and
        geological reports were completed by prior owners and indicated the presence
        of
        economically viable deposits of precious metals. Southwest also owns one
        placer
        claim and one overlapping placer claim in the Pilgrim Mining District of
        Mohave
        County, Arizona which the Company refers to as the Kingman
        Area Tailings: The tailings consist of ore that has already been processed
        and
        is now above ground. The Company has not performed any professional exploration
        work on the placer claim or the lode claim underlying the placer
        claim.
 
 **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 2005 was $592,469 compared to $956,174
        for
        last year, an decrease of approximately 40%. The main areas of decrease were
        in
        administration costs ($373,720 for fiscal 2005 compared to $730,657 last
        year);
        license expense ($21,777 in fiscal 2005 compared to $26,289 in fiscal 2004)
        and
        professional fees ($51,508 in fiscal 2005 compared to $50,180 in fiscal 2004).
        The increase in license expense was due to the increase in claims from 170
        to
        172.
 
 After
        interest expense in fiscal 2005 of $7,953, compared to $7,934 in the prior
        year,
        the Company realized a net loss for fiscal 2005 of $628,337 as compared to
        a net
        loss of $964,108 for the prior fiscal year. This loss translated into a loss
        of
        only $.02 per shares for fiscal 2005, compared to a loss of $.04 for fiscal
        2004.
 
 23
 **II.
        Discussion of Financial Condition: Liquidity and Capital
        Resources**
 
 At
        September 30, 2005 cash on hand was $627,372 as compared with $16,781 at
        September 30, 2004. During fiscal 2005 the Company received $48,000 through
        the
        sale of common stock. In addition, the Company received services and the
        cancellation of existing indebtedness in the aggregate amount of $425,200
        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, 2005 were $631,378 as compared to $19,198 at September
        30, 2004.
 
 The
        Company's total stockholders' equity changed from -$133,423 September 30,
        2004
        to -$277,943 at September 30, 2005. Stockholders’ equity increased because of
        the issuance of preferred and common stock for cash proceeds and in payment
        for
        services and cancellation of prior debt as discussed above.
 
 **Impact
        of Inflation**
 
 The
        general level of inflation has been relatively low during the last several
        fiscal years and has not had a significant impact on the Company.
  24
 ITEM
        7.
        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 
 
 **DONAHUE
        ASSOCIATES, LLC**
 **Certified
        Public Accountants**
 **27
        Beach Road Suite CO5A**
 **Monmouth
        Beach, NJ 07750**
 **Tel.
        732-229-7723**
  
 **Independent
        Auditor’s Report**
 
 The
        Shareholders
 USCorp
 (an
        Exploration Stage Company)
 
 We
        have
        audited the accompanying consolidated balance sheets of USCorp. as of September
        30, 2005 and September 30, 2004 and the related consolidated statements of
        operations and consolidated statements of changes in shareholders’ equity and
        cash flows for the years then ended. These financial statements are the
        responsibility of management. Our responsibility is to express an opinion
        on
        these financial statements based on our audit.
 
 We
        conducted our audit in accordance with auditing standards generally accepted
        by
        the Public Company Accounting Oversight Board in the United States. Those
        standards require that we plan and perform the audit to obtain reasonable
        assurance about whether the financial statements are free of material
        misstatement. An audit includes examining, on a test basis, evidence supporting
        the amounts and disclosures in the financial statements. An audit also includes
        assessing the accounting principles used and significant estimates made by
        management, as well as evaluating the overall financial statement presentation.
        We believe that our audit provides a reasonable basis for our
        opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of USCorp. as of September 30,
        2005
        and September 30, 2004 and the related consolidated statements of operations
        and
        consolidated statement of changes in shareholders’ equity and cash flows for the
        years then ended then ended in conformity with generally accepted accounting
        principles generally accepted in the United States of America.
 
 As
        more
        fully discussed in Note 2 to the consolidated financial statements, there
        are
        significant matters concerning the Company that raise substantial doubt as
        to
        the ability of the Company to continue as a going concern. Management’s plans
        with regard to these matters are also described in Note 2 to the consolidated
        financial statements. The consolidated financial statements do not include
        any
        adjustments relating to the recoverability and classification of recorded
        assets
        or the amounts and classifications of recorded liabilities that might be
        necessary in the event that the Company cannot continue in
        existence.
 
 
 
 
 
 Monmouth
        Beach, New Jersey
 December
        1, 2005
 
 25
 
 **USCorp**
 **(an
        Exploration Stage Company)**
 **Balance Sheet**
 **As
        of September 30, 2005 and September 30, 2004**
 
 **As
                  Restated****ASSETS**
              
              **30-Sep-05**
              
              **30-Sep-04**Current
                  assets:Cash
              
              $
              627,372
              
              $
              16,781Total
                  current assets
              
              
              627,372
              
              
              16,781Other
                  assets:Equipment-
                  net
              
              
              4,006
              
              
              2,417Total
                  assets
              
              $
              631,378
              
              $
              19,198**LIABILITIES
                  AND SHAREHOLDERS' EQUITY**Current
                  liabilities:Accounts
                  payable & accrued expenses
              
              $
              52,121
              
              $
              42,964Note
                  payable to shareholder
              
              
              0
              
              
              40,000Subscriptions
                  payable-net
              
              
              0
              
              
              49,657Total
                  current liabilities
              
              
              52,121
              
              
              132,621Note
                  payable- shareholder
              
              
              651,429
              
              
              0Advances
                  payable shareholders
              
              
              135,606
              
              
              0Shareholders'
                  equity:Series
                  A preferred stock, one share convertible to eight shares of
                  common;10%
                  stated dividend, stated value $0.50, 10,000,000 shares
                  authorized,no
                  shares outstanding
              
              
              0
              
              
              0Series
                  B preferred stock, one share convertible to two shares of
                  common;10%
                  cumulative stated dividend, stated value $0.50, 50,000,000 shares
                  authorized,155,000
                  shares outstanding
              
              
              70,165
              
              
              0Common
                  stock- $.01 par value, authorized 300,000,000 shares,issued
                  and outstanding, 29,531,459 shares at September 30, 2004and
                  32,921,431 at September 30, 2005
              
              
              329,214
              
              
              295,314Additional
                  paid in capital
              
              
              7,115,633
              
              
              6,685,716Accumulated
                  deficit
              
              
              (7,722,790
              )
              
              (7,094,453
              )Total
                  shareholders' equity
              
              
              (277,943
              )
              
              (113,423
              )Total
                  Liabilities & Shareholders' Equity
              
              $
              631,378
              
              $
              19,198**See
                  the notes to the financial statements.**
  
 26
 **USCorp**
 **(an
        Exploration Stage Company)**
 **Statements
        of Operations**
 **For
        the Years Ended September 30, 2005 and September 30, 2004**
 **and
        from Inception, May 1989 through September 30, 2005**
 
 **As
                  Restated****Inception****30-Sep-05**
              
              **30-Sep-04**
              
              **to
                  Date**General
                  and administrative expenses:Consulting
              
              $
              373,720
              
              $
              730,657
              
              $
              3,126,509Administration
              
              
              145,464
              
              
              149,048
              
              
              3,435,043License
                  expense
              
              
              21,777
              
              
              26,289
              
              
              131,309Professional
                  fees
              
              
              51,508
              
              
              50,180
              
              
              386,127Total
                  general & administrative expenses
              
              
              592,469
              
              
              956,174
              
              
              7,078,988Net
                  loss from operations
              
              
              (592,469
              )
              
              (956,174
              )
              
              (7,078,988
              )Other
                  income (expenses):Interest
                  expense
              
              
              (7,953
              )
              
              (7,934
              )
              
              (15,887
              )Loss
                  on unhedged underlying
              
              
              (15,296
              )
              
              0
              
              
              (15,296
              )Loss
                  on mining claim
              
              
              0
              
              
              0
              
              
              (600,000
              )Net
                  loss before provision for income taxes
              
              
              (615,718
              )
              
              (964,108
              )
              
              (7,710,171
              )Provision
                  for income taxes
              
              
              0
              
              
              0
              
              
              0Net
                  loss before extraordinary item
              
              
              (615,718
              )
              
              (964,108
              )
              
              (7,710,171
              )Extraordinary
                  item:Loss
                  on early extinguishment of debt (net of tax)
              
              
              (12,619
              )
              
              0
              
              
              (12,619
              )Net
                  loss
              
              
              ($628,337
              )
              
              ($964,108
              )
              
              ($7,722,790
              )Basic
                  & fully diluted net loss per common share
              
              
              ($0.02
              )
              
              ($0.04
              )Weighted
                  average of common shares outstanding:Basic
                  & fully diluted
              
              
              31,082,723
              
              
              27,352,907**See
                  the notes to the financial statements.**
 
 
 
 27
 
 **USCorp**
 **(an
        Exploration Stage Company)**
 **Statements
        of Cash Flows**
 **For
        the Years Ended September 30, 2005 and September 30, 2004**
 **and
        from Inception, May 1989 through September 30, 2005**
  
 **As
                  Restated****Inception****30-Sep-05**
              
              **30-Sep-04**
              
              **to
                  Date**Operating
                  Activities:Net
                  loss
              
              
              ($628,337
              )
              
              ($964,108
              )
              
              ($7,722,790
              )Adjustments
                  to reconcile net income itemsnot
                  requiring the use of cash:Loss
                  on sale of mining claim
              
              
              0
              
              
              0
              
              
              600,000Consulting
                  fees
              
              
              360,000
              
              
              673,898
              
              
              2,306,492Depreciation
                  expense
              
              
              1,992
              
              
              583
              
              
              2,575Interest
                  expense
              
              
              7,953
              
              
              7,934
              
              
              15,887Impairment
                  expense
              
              
              0
              
              
              0
              
              
              2,449,466Loss
                  on early extinguishment of debt (net of tax)
              
              
              12,619
              
              
              0
              
              
              12,619Loss
                  on unhedged underlying
              
              
              15,296
              
              
              0
              
              
              15,296Changes
                  in other operating assets and liabilities :Accounts
                  payable and accrued expenses
              
              
              5,786
              
              
              (19,738
              )
              
              (297,963
              )Net
                  cash used by operations
              
              
              (224,691
              )
              
              (301,431
              )
              
              (2,618,418
              )Investing
                  activities:Purchase
                  of office equipment
              
              
              (3,581
              )
              
              (3,000
              )
              
              (6,581
              )Net
                  cash used by investing activities
              
              
              (3,581
              )
              
              (3,000
              )
              
              (6,581
              )Financing
                  activities:Issuance
                  of common stock
              
              
              49,817
              
              
              212,000
              
              
              2,138,356Issuance
                  of preferred stock
              
              
              20,508
              
              
              0
              
              
              20,508Issuance
                  of note payable to shareholder
              
              
              635,663
              
              
              0
              
              
              635,663Subscriptions
                  received
              
              
              0
              
              
              55,175
              
              
              55,175Placement
                  fees
              
              
              0
              
              
              (5,518
              )
              
              (1,750
              )Advances
                  from shareholders
              
              
              132,875
              
              
              0
              
              
              172,875Capital
                  contributed by shareholders
              
              
              0
              
              
              0
              
              
              231,544Net
                  cash provided by financing activities
              
              
              838,863
              
              
              261,657
              
              
              3,252,371Net
                  increase (decrease) in cash during the fiscal year
              
              
              610,591
              
              
              (42,774
              )
              
              627,372Cash
                  balance at beginning of the fiscal year
              
              
              16,781
              
              
              59,555
              
              
              0Cash
                  balance at end of the fiscal year
              
              $
              627,372
              
              $
              16,781
              
              $
              627,372Supplemental
                  disclosures of cash flow information:Interest
                  paid during the fiscal year
              
              $
              0
              
              $
              0
              
              $
              0Income
                  taxes paid during the fiscal year
              
              $
              0
              
              $
              0
              
              $
              0**See
                  the notes to the financial statements.**
 
 28
 **USCorp**
 **(an
        Exploration Stage Company)**
 **Statement
        of Changes in Shareholders Equity**
 **From
        Inception, May 1989 to September 30, 2005**
 **As
        Restated**
  
 **Common**
              
              **Common**
              
              **Paid
                  in**
              
              **Accumulated**
              
              
              
              **Stock****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Deficit**
              
              **Total**
              
              **Price
                  ***Inception
              
              
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0Issuance
                  of common stock
              
              
              84,688
              
              
              847
              
              
              1,185,153
              
              
              
              
              
              1,186,000
              
              $
              0.07Net
                  income fiscal 1990
              
              
              
              
              
              
              
              
              
              
              
              520,000
              
              
              520,000Balance
                  at September 30, 1990-unaudited
              
              
              84,688
              
              
              847
              
              
              1,185,153
              
              
              520,000
              
              
              1,706,000Net
                  income fiscal 1991
              
              
              
              
              
              
              
              
              
              
              
              1,108,000
              
              
              1,108,000Balance
                  at September 30, 1991-unaudited
              
              
              84,688
              
              
              847
              
              
              1,185,153
              
              
              1,628,000
              
              
              2,814,000Issuance
                  of common stock
              
              
              472
              
              
              5
              
              
              32,411
              
              
              
              
              
              32,416
              
              $
              0.22Net
                  income fiscal 1992
              
              
              
              
              
              
              
              
              
              
              
              466,000
              
              
              466,000Balance
                  at September 30, 1992-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              2,094,000
              
              
              3,312,416Net
                  loss fiscal 1993
              
              
              
              
              
              
              
              
              
              
              
              (3,116,767
              )
              
              (3,116,767
              )Balance
                  at September 30, 1993-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              (1,022,767
              )
              
              195,649Net
                  loss fiscal 1994
              
              
              
              
              
              
              
              
              
              
              
              (63,388
              )
              
              (63,388
              )Balance
                  at September 30, 1994-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              (1,086,155
              )
              
              132,261Net
                  income fiscal 1995
              
              
              
              
              
              
              
              
              
              
              
              (132,261
              )
              
              (132,261
              )Balance
                  at September 30, 1995-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              (1,218,416
              )
              
              0Net
                  loss fiscal 1996
              
              
              
              
              
              
              
              
              
              
              
              0
              
              
              0Balance
                  at September 30, 1996-unaudited
              
              
              85,160
              
              
              852
              
              
              1,217,564
              
              
              (1,218,416
              )
              
              0
 
 
 29
  **USCorp**
 **(an
          Exploration Stage Company)**
 **Statement
          of Changes in Shareholders Equity**
 **From
          Inception, May 1989 to September 30, 2005**
 **As
          Restated**
 **(Continued)**
 **Common**
              
              **Common**
              
              **Paid
                  in**
              
              **Accumulated**
              
              
              
              **Stock****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Deficit**
              
              **Total**
              
              **Price
                  ***Stock
                  issued for mining claim
              
              
              150,000
              
              
              1,500
              
              
              598,500
              
              
              
              
              
              600,000
              
              $
              0.20Issuance
                  of common stock
              
              
              50,000
              
              
              500
              
              
              59,874
              
              
              
              
              
              60,374
              
              $
              0.06Stock
                  issued for services
              
              
              14,878
              
              
              149
              
              
              29,608
              
              
              
              
              
              29,757
              
              $
              0.10Net
                  loss fiscal 1997
              
              
              
              
              
              
              
              
              
              
              
              (90,131
              )
              
              (90,131
              )Balance
                  at September 30, 1997-unaudited
              
              
              300,038
              
              
              3,001
              
              
              1,905,546
              
              
              (1,308,547
              )
              
              600,000Capital
                  contributed by shareholder
              
              
              
              
              
              
              
              
              58,668
              
              
              
              
              
              58,668Net
                  loss fiscal 1998
              
              
              
              
              
              
              
              
              
              
              
              (58,668
              )
              
              (58,668
              )Balance
                  at September 30, 1998-unaudited
              
              
              300,038
              
              
              3,001
              
              
              1,964,214
              
              
              (1,367,215
              )
              
              600,000Capital
                  contributed by shareholder
              
              
              
              
              
              
              
              
              28,654
              
              
              
              
              
              28,654Net
                  income fiscal 1999
              
              
              
              
              
              
              
              
              
              
              
              (26,705
              )
              
              (26,705
              )Balance
                  at September 30, 1999-unaudited
              
              
              300,038
              
              
              3,001
              
              
              1,992,868
              
              
              (1,393,920
              )
              
              601,949Capital
                  contributed by shareholder
              
              
              
              
              
              
              
              
              22,750
              
              
              
              
              
              22,750Net
                  loss fiscal 2000
              
              
              
              
              
              
              
              
              
              
              
              (624,699
              )
              
              (624,699
              )Balance
                  at September 30, 2000-unaudited
              
              
              300,038
              
              
              3,001
              
              
              2,015,618
              
              
              (2,018,619
              )
              
              0
 
 
 
 30
 **USCorp**
 **(an
        Exploration Stage Company)**
 **Statement
        of Changes in Shareholders Equity**
 **From
        Inception, May 1989 to September 30, 2005**
 **As
        Restated**
 **(Continued)**
  **Common**
              
              **Common**
              
              **Paid
                  in**
              
              **Accumulated**
              
              
              
              **Stock****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Deficit**
              
              **Total**
              
              **Price
                  ***Issuance
                  of common stock
              
              103,535
              
              1,035
              
              611,943
              
              
              
              612,978
              
              $0.15Issued
                  stock for compensation
              
              50,000
              
              500
              
              19,571
              
              
              
              20,071
              
              $0.04Capital
                  contributed by shareholder
              
              
              
              
              
              21,719
              
              
              
              21,719Net
                  loss fiscal 2001
              
              
              
              
              
              
              
              (654,768)
              
              (654,768)Balance
                  at September 30, 2001-unaudited
              
              453,573
              
              4,536
              
              2,668,851
              
              (2,673,387)
              
              0Issued
                  stock to purchase mining claim
              
              24,200,000
              
              242,000
              
              2,207,466
              
              
              
              2,449,466
              
              $0.10Issued
                  shares to employees
              
              267,500
              
              2,675
              
              (2,675)
              
              
              
              0
              
              $0.00Capital
                  contributed by shareholders
              
              
              
              
              
              143,480
              
              
              
              143,480Net
                  loss for the fiscal year
              
              
              
              
              
              
              
              (2,591,671)
              
              (2,591,671)Balance
                  at September 30, 2002-unaudited
              
              24,921,073
              
              249,211
              
              5,017,122
              
              (5,265,058)
              
              1,275Issued
                  stock for services
              
              872,000
              
              8,720
              
              264,064
              
              
              
              272,784
              
              $0.31Beneficial
                  conversion feature
              
              
              
              
              
              3,767
              
              
              
              3,767Capital
                  contributed by shareholders
              
              
              
              
              
              81,472
              
              
              
              81,472Net
                  loss for the fiscal year
              
              
              
              
              
              
              
              (865,287)
              
              (865,287)Balance
                  at September 30, 2003
              
              25,793,073
              
              257,931
              
              5,366,425
              
              (6,130,345)
              
              (505,989)
 
 
 
 31
  **USCorp**
 **(an
        Exploration Stage Company)**
 **Statement
        of Changes in Shareholders Equity**
 **From
        Inception, May 1989 to September 30, 2005**
 **As
        Restated**
 **(Continued)**
 
  **Common**
              
              **Common**
              
              **Paid
                  in**
              
              **Accumulated**
              
              
              
              **Stock****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Deficit**
              
              **Total**
              
              **Price
                  ***Issuance
                  of common stock
              
              550,000
              
              5,500
              
              206,500
              
              
              
              212,000
              
              $0.39Issued
                  stock to pay bills
              
              1,069,945
              
              10,699
              
              460,077
              
              
              
              470,776
              
              $0.44Issued
                  stock for services
              
              2,118,441
              
              21,184
              
              652,714
              
              
              
              673,898
              
              $0.32Net
                  loss for the fiscal year
              
              
              
              
              
              
              
              (964,108)
              
              (964,108)Balance
                  at September 30, 2004
              
              29,531,459
              
              $295,314
              
              $6,685,716
              
              ($7,094,453)
              
              ($113,423)Issuance
                  of common stock
              
              150,000
              
              1,500
              
              46,500
              
              
              
              48,000
              
              $0.32Issued
                  stock for services
              
              2,840,000
              
              28,400
              
              331,600
              
              
              
              360,000
              
              $0.13Issued
                  stock to pay debt
              
              400,000
              
              4,000
              
              50,000
              
              
              
              54,000
              
              $0.14Issuance
                  of warrants
              
              
              
              
              
              1,817
              
              
              
              1,817Net
                  loss for the fiscal year
              
              
              
              
              
              
              
              (628,337)
              
              (628,337)Balance
                  at September 30, 2005
              
              32,921,459
              
              $329,214
              
              $7,115,633
              
              ($7,722,790)
              
              ($277,943)***-
                  Price adjusted for splits.**
 
 
 **Please
        see the notes to the financial statements.**
 
 
 32
 
 **USCorp**
 **(an
        Exploration Stage Company)**
 **Notes
        to the Financial Statements**
 **For
        the Years Ended September 30, 2005 and September 30, 2004**
 
 
 **1.**
              **Organization
                  of the Company and Significant Accounting
                  Principles**
 
 USCorp,
        (the “Company”) is a publicly held corporation formed in May 1989 in the state
        of Nevada as The Movie Greats Network, Inc. In August 1992, the Company changed
        its name to The Program Entertainment Group, Inc. In August 1997 the Company
        changed its name to Santa Maria Resources, Inc. In September 2000 the Company
        changed its name to Fantasticon, Inc. and in January 2002 the Company changed
        its name to US Corp.
 
 In
        April
        2002 the Company acquired US Metals, Inc. (“USMetals”), a Nevada corporation, by
        issuing 24,200,000 shares of common stock. US Metals became a wholly owned
        subsidiary of the Company.
 
 The
        Company, through its wholly owned subsidiary, USMetals, owns 141 Lode Mining
        Claims in the Eureka Mining District of Yavapai County, Arizona, called the
        Twin
        Peaks Mine; and through its wholly owned subsidiary Southwest Resource
        Development, Inc., owns 8 Lode and 21 Placer Claims in the Mesquite Mining
        District of Imperial County, California, which the Company refers to as the
        Chocolate Mountain Region Claims.
 
 The
        Company has no business operations to date.
 
 *Use
        of Estimates* -
        The
        preparation of the financial statements in conformity with generally accepted
        accounting principles requires management to make reasonable estimates and
        assumptions that affect the reported amounts of the assets and liabilities
        and
        disclosure of contingent assets and liabilities and the reported amounts
        of
        revenues and expenses at the date of the financial statements and for the
        period
        they include. Actual results may differ from these estimates.
 
 *Cash
        and interest bearing deposits-* For the
        purpose of calculating changes in cash flows, cash includes all cash balances
        and highly liquid short-term investments with an original maturity of three
        months or less.
 
 *Long
        Lived Assets* -
        The
        Company reviews for the impairment of long-lived assets whenever events or
        changes in circumstances indicate that the carrying amount of an asset may
        not
        be recoverable. An impairment loss would be recognized when estimated future
        cash flows expected to result from the use of the asset and its eventual
        disposition is less than its carrying amount.
 
 *Shareholder
        Loans Payable-* The
        Company applies Emerging Issues Task Force (EITF) No. 98-5, *Accounting
        for Convertible Debt Issued with Beneficial Conversion
        Features.* EITF
        No.98-5 requires that a beneficial conversion feature be recognized upon
        the
        issuance of the debt with a favorable conversion feature, and the resultant
        debt
        discount be amortized to interest expense during the period from the date
        of
        issuance to the date the securities become convertible.
 
 33
 
 *Property
        and Equipment* **-** Property
        and equipment are stated at cost. Depreciation expense is computed using
        the
        straight-line method over the estimated useful life of the asset, which is
        estimated at three years.
 
 
 *Income
        taxes-* The
        Company accounts for income taxes in accordance with the Statement of Accounting
        Standards No. 109 (SFAS No. 109), " *Accounting
        for Income Taxes* ".
        SFAS
        No. 109 requires an asset and liability approach to financial accounting
        and
        reporting for income taxes. Deferred income tax assets and liabilities are
        computed annually for differences between financial statement and income
        tax
        bases of assets and liabilities that will result in taxable income or deductible
        expenses in the future based on enacted tax laws and rates applicable to
        the
        periods in which the differences are expected to affect taxable income.
        Valuation allowances are established when necessary to reduce deferred tax
        assets and liabilities to the amount expected to be realized. Income tax
        expense
        is the tax payable or refundable for the period adjusted for the change during
        the period in deferred tax assets and liabilities.
 
 *Mineral
        Properties* -
        The
        Company uses the successful efforts method of accounting for mineral properties.
        Costs incurred to acquire mineral interest in properties, to drill and equip
        exploratory sites within the claims groups are capitalized. Costs to conduct
        exploration and assay work that does not find proved reserves, geological
        and
        geophysical costs and costs of carrying and retaining unproved sites are
        expensed. Potential mineral properties are periodically assessed for impairment
        of value and a loss will be recognized at the time of impairment.
 
 *Revenue
        Recognition* -
        Mineral
        sales will result from undivided interests held by the Company in mineral
        properties. Sales of minerals will be recognized when delivered to be picked
        up
        by the purchaser. Mineral sales from marketing activities will result from
        sales
        by the Company of minerals produced by the Company (or affiliated entities)
        and
        will be recognized when delivered to purchasers. Mining revenues generated
        from
        the Company’s day rate contracts, included in mine services revenue, will be
        recognized as services are performed or delivered.
 
 *Exploration
        Stage Company* -
        the
        Company has had no operations or revenues since its inception and therefore
        qualifies for treatment as an Exploration Stage company as per Statement
        of
        Financial Accounting Standards (SFAS) No. 7. As per SFAS No.7, financial
        transactions are accounted for as per generally accepted accounted principles.
        Costs incurred during the exploration stage are accumulated in “losses
        accumulated during the exploration stage” and are reported in the Stockholders’
        Equity section of the balance sheet.
 
 *Recent
        Accounting Pronouncements-*
  *EITF
        03-16:* In
        March 2004, the EITF reached a consensus regarding Issue No. 03-16,
        "Accounting for Investments in Limited Liability Companies" ("EITF 03-16").
        EITF
        03-16 requires investments in limited liability companies ("LLCs") that have
        separate ownership accounts for each investor to be accounted for similar
        to a
        limited partnership investment under Statement of Position No. 78-9,
        "Accounting for Investments in Real Estate Ventures." Investors are required
        to
        apply the equity method of accounting to their investments at a much lower
        ownership threshold than the 20% threshold applied under APB No. 18,
        "The
        Equity Method of Accounting for Investments in Common Stock." The adoption
        of
        EITF 03-16 did not have a material impact on the financial condition or results
        of operations.
  34
 *EITF
        04-1:* In
        September 2004, the EITF reached a consensus regarding Issue No. 04-1,
        "Accounting for Preexisting Relationships Between the Parties to a Business
        Combination" ("EITF 04-1"). EITF 04-1 requires an acquirer in a business
        combination to evaluate any preexisting relationship with the acquiree to
        determine if the business combination in effect contains a settlement of
        the
        preexisting relationship. A business combination between parties with a
        preexisting relationship should be viewed as a multiple element transaction.
        EITF 04-1 is effective for business combinations after October 13,
        2004,
        but requires goodwill resulting from prior business combinations involving
        parties with a preexisting relationship to be tested for impairment by applying
        the guidance in the consensus. The adoption of EITF 04-1 did not have a material
        impact on the financial condition or results of operations.
  *SFAS
        No. 123R:* In
        December 2004, the FASB issued SFAS No. 123 (revised 2004),
        "Share-Based Payment" ("SFAS No. 123R"), which replaces SFAS No. 123,
        "Accounting for Stock-Based Compensation" ("SFAS No. 123") and supercedes
        APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS
        No. 123R requires all share-based payments to employees, including
        grants
        of employee stock options, to be recognized in the financial statements based
        on
        their fair values, beginning with the first interim or annual period after
        June 15, 2005, with early adoption encouraged. In addition, SFAS
        No. 123R will cause unrecognized expense (based on the amounts in
        our pro
        forma footnote disclosure) related to options vesting after the date of initial
        adoption to be recognized as a charge to results of operations over the
        remaining vesting period. The adoption of SFAS No. 123R did not have a material
        impact on the financial condition or results of operations.
  
 **2.**
              **Going
                  Concern**
 
 The
        accompanying financial statements have been presented in accordance with
        generally accepted accounting principals, which assume the continuity of
        the
        Company as a going concern. However, the Company has incurred significant
        losses
        since its inception and has no business operations and continues to rely
        on the
        issuance of shares to raise capital to fund its business operations.
 
 Management’s
        plans with regard to this matter are as follows:
 
 -
        Raise
        capital to complete the company’s mining plan of operations.
 -
        Complete exploration and drilling on claims of the Twin Peaks Mine and Chocolate
        Mountain Region Claims.
 -
        Complete testing operations on all properties.
 -
        Complete reports and feasibility studies on the Twin Peaks Mine and Chocolate
        Mountain Region Claims.
 -
        Bring
        the Twin Peaks Mine and Chocolate Mountain Region Claims to full-scale
        commercial mining.
 -
        Obtain
        a credit facility based in part on the value of its proven reserves when
        necessary and if appropriate given market conditions.
 -
        Determine the value and recoverability of its tailings near Kingman
        Arizona.
 
 
 35
 **3.
        Fair values of Financial Instruments**
 
 Cash,
        accounts payable and accrued expenses, note payable to shareholder and advances
        payable to shareholder in the balance sheet are estimated to approximate
        fair
        market value at September 30, 2005 and September 30, 2004.
  **4.
        Net Loss per Share**
 
 The
        Company applies SFAS No. 128, “ *Earnings
        per Share”* to
        calculate loss per share. In accordance with SFAS No. 128, basic net loss
        per
        share has been computed based on the weighted average of common shares
        outstanding during the years, adjusted for the financial instruments outstanding
        that are convertible into common stock during the years. At September 30,
        2005,
        there were 155,000 shares of preferred stock and 155,000 preferred warrants
        convertible into that were convertible into 620,000 shares of common stock,
        however these financial instruments have been excluded from the calculation
        of
        loss per share because their inclusion would be anti-dilutive.
 
 Loss
        per
        share has been calculated as follows:
 
 **30-Sep-05**
              
              **30-Sep-04**Net
                  loss before cumulative preferred dividend
              
              
              ($628,337
              )
              
              ($964,108
              )Cumulative
                  dividend preferred
              
              
              (5,478
              )
              
              0Net
                  loss
              
              
              ($633,815
              )
              
              ($964,108
              )Weighted
                  average
              
              
              31,082,723
              
              
              25,352,944Basic
                  & fully diluted net loss per common share
              
              
              ($0.02
              )
              
              ($0.04
              )
 
 
 **5.
        Related Party Transactions**
 
 During
        fiscal years 2005 and 2004, the Company was provided office space by the
        chief
        executive officer and majority shareholder at no cost to the
        Company.
 
 In
        September 2003, the Company issued convertible debt at no interest to
        shareholders in the Company and received proceeds of $40,000. The debt matured
        in September 2004 and entitled the shareholders to convert the debt into
        100,000
        shares of common stock at an exercise price of $0.40 per share. The Company
        recorded a beneficial conversion feature of $3,767 as a result of the
        transaction and amortized the beneficial conversion feature to interest expense
        during fiscal year 2004. This debt and the attendant detachable warrants
        were
        extinguished by the Company in February 2005 by issuing 400,000 shares of
        common
        stock. The Company recognized a loss on the retirement of this debt of $22,619,
        net of tax, in the statement of operations.
 
 36
 During
        fiscal year 2005, the Company’s shareholders advanced the Company $135,606 at no
        interest. The Company imputed interest of 9%, based on the Company’s current
        borrowing rate, and recorded interest of $6,102 in the statement of operations
        for fiscal 2005.
 
 In
        September 2005, the Company issued a promissory note to a shareholder and
        received proceeds of $635,663. The note requires the Company to pay the
        shareholder 1,634 ounces of Gold Bullion (.999 pure) in September 2007. The
        note
        is unsecured and carries interest of 9%. As a result of the transaction,
        the
        Company recorded interest expense of $470 and a loss on the underlying
        derivative gold contract of $15,296 in the statement of operations for fiscal
        year 2005.
  **6.
        Gold Bullion Promissory Note**
 
 In
        September 2005, the Company issued a promissory note to a shareholder and
        received proceeds of $635,663. The note requires the Company to pay the
        shareholder 1,634 ounces of Gold Bullion (.999 pure) in September 2007. As
        a
        result of the transaction, the Company recorded interest expense of $470
        and a
        loss on the underlying derivative gold contract of $15,296 in the statement
        of
        operations for fiscal year 2005. The loss on the underlying derivative gold
        contract has been calculated as follows.
 
 
 Fair
                  Value of loan payable
              
              $
              651,429Carrying
                  value of loan payable
              
              
              636,133Loss
                  on underlying
              
              
              ($15,296
              )
 
 
 
 **7.
        Property and Equipment**
 
 A
        summary
        of equipment is as follows:
 
 **30-Sep-05**
              
              **30-Sep-04**Office
                  equipment
              
              
              6,581
              
              
              3,000Accumulated
                  depreciation
              
              
              (2,575
              )
              
              (583
              )Net
                  property & equipment
              
              $
              4,006
              
              $
              2,417
 
 
 **8.
        Issuances of Common stock**
 
 During
        fiscal year 2004, the Company issued 1,069,945 shares of common stock to
        vendors
        to pay outstanding invoices of $470,776.
 
 37
 During
        fiscal year 2004, the Company issued 550,000 shares of common stock and received
        proceeds of $212,000.
 
 During
        fiscal year 2004, the Company issued 2,118,441 shares of common stock to
        consultants for services rendered valued at $673,898.
 
 During
        fiscal year 2005, the Company issued 150,000 shares of common stock and received
        proceeds of $48,000.
 
 During
        fiscal year 2005, the Company issued 2,840,000 shares of common stock to
        consultants for services rendered.
 
 During
        fiscal year 2005, the Company issued 400,000 shares of common stock to creditors
        to settle outstanding debt.
 
 **9.
        Issuance of Preferred Stock**
 
 In
        June
        2004, the Company offered a private placement of 6 million units. Each unit
        of
        the private placement contained one share of preferred stock and one warrant
        at
        a price of $0.50 per unit. The offer terminates in January 2005.
 
 Each
        preferred share is convertible into two common shares at any time at the
        election of the preferred shareholder. Each warrant represents the right
        of the
        holder to purchase one additional preferred share at a price of $0.50 during
        the
        two-year period following the date of their issuance. The Company may call
        the
        warrants at any time at a redemption price of $0.001 per warrant provided
        the
        price of its common stock has traded above $1 for 20 consecutive days.
 
 The
        preferred shares accumulate dividends at the rate of 10% per annum of the
        purchase price of $0.50, or $0.05 per year. The Company may elect to make
        payment of interest in the form of common shares. In which case the number
        of
        common shares payable will equal the amount of interest payable divided by
        the
        closing price of the common shares on the date the dividend is declared by
        the
        Company.
 
 The
        preferred shares are redeemable by the Company at any time after one year
        from
        the date of their issuance provided that the common shares have sustained
        a
        trading price of not less than $1.00 per common share for at least 20
        consecutive trading days. If the Company elects to redeem the Shares, the
        redemption price shall be determined as follows:
  (v)
              During
                  the second year after their issuance at $0.575 per preferred
                  share;
 (vi)
              During
                  the third year after their issuance at $0.55 per preferred
                  share;
 (vii)
              During
                  the fourth year after their issuance at $0.525 per preferred
                  share;
 (viii)
              After
                  the fourth year after their issuance at $0.50 per preferred
                  share.
 
 The
        Company sold 155,000 units and received net proceeds of $71,982. The company
        allocated $1,817 of the proceeds received to equity representing the estimated
        value of the preferred stock warrants.
 
 38
 The
        Company applied the Black-Scholes option pricing model to determine the fair
        value of the detachable preferred stock warrants issued in fiscal year 2005.
        The
        following assumptions were used in the model. The dividend yield is 0%,
        volatility is 20%, and a risk-free interest rate of 2%. The fair values
        generated by the Black-Scholes model may not be indicative of the future
        values,
        if any, that may be received by the warrant holder.
 
 The
        following is a summary of preferred stock warrants outstanding at September
        30,
        2005.
 
 Wgtd
                  Avg
              
              Wgtd
                  YearsAmount
              
              Exercise
                  Price
              
              to
                  MaturityOutstanding
                  at September 30, 2004
              
              
              0Issued
              
              
              155,000Outstanding
                  at September 30, 2005
              
              
              155,000
              
              $
              0.50
              
              
              1.29
 
 The
        preferred stock warrants are convertible into 310,000 shares of common
        stock.
  **10.
        Income Tax Provision**
 
 Provision
                  for income taxes is comprised of the following:**30-Sep-05**
              
              **30-Sep-04**Net
                  loss before provision for income taxes
              
              
              ($592,469
              )
              
              ($964,108
              )Current
                  tax expense:Federal
              
              $
              0
              
              $
              0State
              
              
              0
              
              
              0Total
              
              $
              0
              
              $
              0Less
                  deferred tax benefit:Timing
                  differences
              
              
              (2,111,196
              )
              
              (1,870,653
              )Allowance
                  for recoverability
              
              
              2,111,196
              
              
              1,870,653Provision
                  for income taxes
              
              $
              0
              
              $
              0A
                  reconciliation of provision for income taxes at the statutory rate
                  to
                  provisionfor
                  income taxes at the Company's effective tax rate is as
                  follows:Statutory
                  U.S. federal rate
              
              
              34
              %
              
              34
              %Statutory
                  state and local income tax
              
              
              10
              %
              
              10
              %Less
                  allowance for tax recoverability
              
              
              -44
              %
              
              -44
              %Effective
                  rate
              
              
              0
              %
              
              0
              %Deferred
                  income taxes are comprised of the following:Timing
                  differences
              
              $
              2,111,196
              
              $
              1,870,653Allowance
                  for recoverability
              
              
              (2,111,196
              )
              
              (1,870,653
              )Deferred
                  tax benefit
              
              $
              0
              
              $
              0Note:
                  The deferred tax benefits arising from the timing differences begin
                  to
                  expire in fiscal year2010
                  and may not be recoverable upon the purchase of the Company under
                  current
                  IRS statutes.
 
 39
 **10.
        Restatement**
 
 Subsequent
        to the issuance of the report for fiscal 2004, management determined that
        the
        mining claim asset acquired in 2002 should have been impaired in the year
        it was
        acquired because the estimate of the future cash flows discounted to the
        present
        could not be reasonably estimated nor assured. The restatement affected total
        assets and total shareholders’ deficit as follows:
 
 
 As
                  Restated
              
              As
                  ReportedTotal
                  Assets
              
              $
              30,099
              
              $
              2,479,565Shareholders'
                  Deficit
              
              
              ($62,672
              )
              $
              2,386,794
 
 
 40
 
 ITEM
        8.
        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE.
 
 i.
        Registrant's primary accountant, Henry Schiffer, C.P.A., An Accountancy
        Corporation ("Schiffer"), was dismissed by the Company on March 19,
        2004.
 
 ii.
        No
        reports on the financial statements prepared by Schiffer over the two most
        recent fiscal years contained any adverse opinion or disclaimer of opinion,
        or
        was qualified or modified as to uncertainty, audit scope, or accounting
        principals except for an uncertainty relating to the registrant's ability
        to
        continue as a going concern, which was stated in the reports for both years.
 
 iii.
        The
        decision to change accountants was approved by the Board on March 19,
        2004.
 
 iv.
        During the registrant's two most recent fiscal years, and any subsequent
        interim
        period preceding the dismissal on March 19, 2004, there were no disagreements
        with the former accountant, Schiffer, on any matter of accounting principals
        or
        practices, financial statement disclosure, or auditing scope or procedure,
        which
        disagreement(s), if not resolved to the satisfaction of Schiffer, would have
        caused him to make reference to the subject matter of the disagreement(s)
        in
        connection with his reports.
 
 Schiffer
        did not advise the registrant that internal controls necessary to develop
        reliable financial statements did not exist; no information had come to
        Schiffer's attention which would make him unwilling to rely on management's
        representations, or unwilling to be associated with the financial statements
        prepared by management. Schiffer did not advise the registrant that the scope
        of
        the audit should be expanded significantly, or that information had come
        to his
        attention that would materially impact the fairness or reliability of a
        previously issued audit report or the underlying financial statements or
        the
        financial statements issued or to be issued covering the fiscal periods
        subsequent to the date of the most recent audited financial statements, dated
        October 10, 2003, (including information that might preclude the issuance
        of an
        unqualified audit report).
 
 v.
        The
        registrant retained the services of Donahue Associates, L.L.C., Monmouth
        Beach,
        New Jersey ("Donahue") on March 19, 2004, as its principal accountant and
        to
        conduct an audit for the year ended September 30, 2003.
 
 vi.
        The
        registrant did not contact the new accountant prior to its engaging the new
        accountant regarding the application of accounting principals to a specified
        transaction, or the type of audit opinion that might be rendered on the
        registrant's financial statements.
 
 vii.
        The
        registrant did not contact the new accountant prior to its engaging the new
        accountant regarding any matter that was either the subject of a disagreement
        or
        a reportable event.
 
 ITEM
        8A.
        CONTROLS AND PROCEDURES
 
 (a)
        Evaluation of disclosure and controls and procedures. Our Chief Executive
        Officer and Chief Financial Officer have evaluated the effectiveness of the
        design and operation of our disclosure controls and procedures as of September
        30, 2005. 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.
 
 41
 (b)
        Changes in internal controls. There were no significant changes to our internal
        controls or in other factors that could significantly affect internal controls
        subsequent to the date of their most recent evaluation.
 
 Disclosure
        controls and procedures are our controls and other procedures that are designed
        to ensure that information required to be disclosed by us in the reports
        that we
        file or submit under the Exchange Act is recorded, processed, summarized
        and
        reported, within the time periods specified in the SEC's rules and forms.
        Disclosure controls and procedures include, without limitation, controls
        and
        procedures designed to ensure that information required to be disclosed by
        us in
        the reports that we file under the Exchange Act is accumulated and communicated
        to our management, including principal executive officer and principal financial
        officer, as appropriate, to allow timely decisions regarding required
        disclosure.
 
 Item
        8B.
        Other Information
 
 In
        October 2004 the shareholders approved a new class of Common Stock, 250,000,000
        shares of $.001 par value Series B Common Stock. Effective November 17, 2004,
        the Company amended its Articles of Incorporation to create a new series
        of
        $.001 par value common stock in the amount of 250,000,000 shares.
 
 PART
        III
 
 ITEM
        9.
        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH
        SECTION 16(a) OF THE EXCHANGE ACT.
  Name
              
              Age
              
              Position
                HeldRobert
                  Dultz
              
              64
              
              Chief
                  Executive Officer, acting Chief Financial Officer and
                  ChairmanLarry
                  Dietz
              
              58
              
              President
                  and DirectorSpencer
                  Eubank
              
              53
              
              Secretary,
                  Treasurer and DirectorCarl
                  W. O'Baugh
              
              74
              
              DirectorJudith
                  Ahrens
              
              65
              
              Director
 
 Directors
        hold office until the next annual shareholders meeting or until their death,
        resignation, retirement, removal, disqualification, or until a successor
        has
        been elected and qualified. Vacancies in the Board are filled by majority
        vote
        of the remaining directors. Officers of the Company serve at the will of
        the
        Board of Directors.
 
 BUSINESS
        EXPERIENCE OF CURRENT DIRECTORS AND OFFICERS AS OF SEPTEMBER 30,
        2005
 
 Robert
        Dultz USCorp’s Chairman and CEO since January 2002 has a 25-year association
        with the Twin Peaks property and as an individual is a former owner of a
        portion
        of the claims which make up the Twin Peaks property. Former Chairman and
        President of a prior corporate owner of the Twin Peaks claims and since 2000
        has
        been a majority shareholder of corporate owners of the claims. Mr. Dultz
        has
        served on the boards of several publicly traded companies. Mr. Dultz spends
        in
        excess of 90% of his time working for USCorp.
 
 Larry
        Dietz, The Company’s President and Director since January 2002, and has a
        20-year association with the Twin peaks property and is former President
        of a
        prior corporate owner of the Twin Peaks claims. He served as President of
        Dietz
        and Associates, a mining consultancy, since 1982 and He is an expert in
        Arizona’s geology. Dietz authored the Arizona Mineral Industry Location System,
        a database identifying all known mineral occurrences in the state. He is
        Registered Expert Witness with the Technical Advisory Services for Attorneys.
        Associate member of the Society of Mining Engineers of the American Institute
        of
        Mining, Metallurgical and Petroleum Engineers. Mr. Dietz currently works
        full
        time for PacificCare at the Arizona State Retirement System. He devotes less
        than 5% of his time to USCorp
 
 42
 Spencer
        Eubank, the Company’s Secretary-Treasurer and a Director since January 2002. Mr.
        Eubank has served on the boards of several publicly traded companies. He
        has a
        15-year association with the Twin Peaks property and since 2000 has been
        a
        shareholder and consultant to corporate owners of the claims. As an individual
        he is a former owner of 97 of the claims which make up the Twin Peaks property.
        Mr. Eubank spends in excess of 90% of his time working for USCorp on a
        consulting basis.
 
 Carl
        W.
        O’ Baugh, an Independent Director of the Company since January 2002, and has
        a
        20-year association with the Twin peaks property. Former Vice President of
        USCorp and Former President of a prior corporate owner of the Twin Peaks
        claims.
        Former President of Golconda Gems, Inc., a wholesale gem cutting, importing
        and
        distribution company with operations in the United States and Mexico. Extensive
        knowledge and experience of gems, minerals and metals. Mr. O’Baugh as been
        retired since 2000 and devotes less than 5% of his time to USCorp.
 
 Judith
        Ahrens an Independent Director of the Company since July 2003. Ms. Ahrens
        is a
        former lobbyist in Washington DC and has worked in public relations for National
        and State elected officials. Since 2000 Ms.
        Ahrens has worked full time for National Grants Conferences. She devotes
        less
        than 10% of her time to USCorp.
 
 
 (b)
        Family relationships.
 
 There
        are
        no family relationships among the officers or directors.
 
 (c)
        Involvement in certain legal proceedings.
 
 There
        have been no events under any bankruptcy act, no criminal proceedings and
        no
        judgments or injunctions material to the evaluation of the ability and integrity
        of any director or executive officer during the past five years.
 
 (d)
        Adoption of Code of Ethics.
 
 On
        September 22, 2004 USCorp adopted a Code of Ethics for officers and directors
        of
        the Company, included in this report as Exhibit 14.
 
 COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT
 
 Section
        16(a) of the Securities Exchange Act of 1934 requires the Company's officers
        and
        directors, and persons who own more than ten percent of its common stock,
        to
        file reports of ownership and changes of ownership with the Securities and
        Exchange Commission ("SEC") and each exchange (or market quotation system)
        on
        which the Company's securities are registered. Officers, directors and greater
        than ten-percent stockholders are required by SEC regulation to furnish the
        Company with copies of all ownership forms they file.
 
 43
 Based
        solely on current management's review of the copies of such forms received
        by it
        from former management, the Company believes that, during the year ended
        September 30, 2004 its officers, directors, and greater than ten-percent
        beneficial owners complied with all applicable filing requirements.
 
 
 ITEM
        10.
        EXECUTIVE COMPENSATION
 
 During
        the fiscal year, USCorp's officers or directors did not devote their full
        time
        to the affairs of USCorp. As reported in previous Form 10-QSB filings by
        the
        Company they did not receive compensation for their services; however, USCorp's
        officers received shares of the Company's common stock in consideration of
        their
        agreement to serve.
 
 
 44
 ITEM
        11.
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The
        following table sets forth the security ownership of executive officers,
        directors and certain beneficial owners of more than five percent (5%) of
        issuer's voting securities as of September 30, 2004. Unless otherwise stated,
        the Company believes the shares indicated were held directly.
 
 Title
                  of Class
              Name
                  and Address of Beneficial Owner
              Amount
                  of Ownership
              Percentage
                  of OwnershipCommon
              Robert
                  Dultz (1) c/o USCorp,
              7,595,525
              23.07%4535
                  W. Sahara Ave., Suite 204,Las
                  Vegas, NV 89102Common
              Dultz
                  Family Trust, Robert Dultz Trustee (1)
                c/o
                  USCorp,
              10,000,000
              30.38%4535
                  W. Sahara Ave., Suite 204,Las
                  Vegas, NV 89102Common
              Larry
                  Dietz (1) c/o USCorp,
              51,000
              0.15%4535
                  W. Sahara Ave., Suite 204,Las
                  Vegas, NV 89102Common
              Spencer
                  Eubank (1) c/o USCorp,
              446,250
              1.36%4535
                  W. Sahara Ave., Suite 204,Las
                  Vegas, NV 89102Common
              Carl
                  O’Baugh (1) c/o USCorp,
              50,250
              0.15%4535
                  W. Sahara Ave., Suite 204,Las
                  Vegas, NV 89102Common
              Judith
                  Ahrens (1) c/o USCorp,
              50,000
              0.15%4535
                  W. Sahara Ave., Suite 204,Las
                  Vegas, NV 89102Common
              Officers,
                  Directors and Affiliates as a group
              18,193,025
              55.26%(6
                  individuals)
 
 
 45
 
 ITEM
        12.
        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 The
        Company is provided office equipment and space by the chief executive officer
        and majority shareholder at no cost to the Company.
 
 PART
        IV
 
 ITEM
        13.
        EXHIBITS
 
 (A)
        EXHIBITS
 
 14.1
              Code
                  of Ethics for Chief Executive Officer and Senior Financial
                  Officers*23.1
              Consent
                  of International Energy and Resources, Inc.31.1
              Certification
                  Pursuant to Section 302 of the Sarbanes Oxley Act of
                  200232.1
              Certification
                  Pursuant to Section 906 of the Sarbanes Oxley Act of
                  2002
 
 *
        Previously filed
 
 
 ITEM
        14.
        PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 The
        Audit
        Committee has adopted a policy regarding the retention of the independent
        auditors that requires pre-approval of all services by the Audit Committee
        or
        the Chairman of the Audit Committee. When services are pre-approved by the
        Chairman of the Audit Committee, notice of such approvals is given
        simultaneously to the other members of the Audit Committee.
 
 The
        Audit
        Committee has reviewed and discussed the fees paid to Donahue Associates,
        L.L.C.
        for the reports covering fiscal 2004 and 2005 for audit, audit-related, tax
        and
        other services.
 
 The
        Audit
        Committee has reviewed and discussed the audited financial statements with
        the
        Company's management; and discussed with Donahue Associates, L.L.C., independent
        auditors for the Company, the matters required to be discussed by Statement
        on
        Auditing Standards No. 61, Communication with Audit Committees, as
        amended.
 
 The
        aggregate fees billed for the fiscal years ended September 30, 2004 and
        September 30, 2005 for professional services rendered by Donahue Associates,
        L.L.C. for the audit of the Company’s financial statements were $1,750 for
        fiscal 2004 and $2,500 and $2,550 for audit and quarterly review of interim
        financial statements filed on Form 10QSB, respectively, for fiscal
        2005.
 
 The
        aggregate fees billed during the last two fiscal years for professional services
        rendered by Henry Schiffer, C.P.A. for the audit of the Company’s financial
        statements for the fiscal year ended September 30, 2004 and for his review
        of
        financial statements included in the Company’s Form 10-QSB’s during the last two
        fiscal years ended September 30, 2004 and other services that are normally
        provided by an accountant
        in connection with statutory and regulatory filings or engagements during
        such
        fiscal years were $4,000 for fiscal 2004 and $5,000 for fiscal
        2002.
 
 46
 Audit-Related
        Fees
 
 Donahue
        Associates, L.L.C. did not bill us for any assurance or related services
        that
        were related to the performance of the audit of the financial
        statements.
 
 Henry
        Schiffer, C.P.A. did not bill us for any assurance or related services that
        were
        related to the performance of the audit of the financial
        statements.
 
 Tax
        Fees
 
 Since
        March 19, 2005 Donahue Associates, L.L.C. has not provided any professional
        services for tax compliance, tax advice and tax planning.
 
 Henry
        Schiffer, C.P.A. did not provide any professional services for tax compliance,
        tax advice and tax planning.
 
 Other
        Fees
 
 No
        other
        fees were paid to Donahue Associates, L.L.C. or to Henry Schiffer,
        C.P.A.
 
 47
  SIGNATURES
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the registrant has duly caused this amended report to be signed on
        its
        behalf by the undersigned, thereunto duly authorized.
 
 USCORP.Dated: December
                  15, 2005
                By:
                /s/ Larry
                  DietzLarry
                  DietzPresident
                  and Director
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant and in
        the
        capacities and on the dates indicated:
  Signature
              
              Title
              
              Date/s/
                  Robert Dultz
              
              Chairman
                  and Chief
              
              December
                  15, 2005Robert
                  Dultz
              
              Executive
                  Officer/s/
                  Larry Dietz
              
              President
                  and Director
              
              December
                  15, 2005Larry
                  Dietz/s/
                  Carl O'Baugh
              
              Vice
                  President and Director
              
              December
                  15, 2005Carl
                  O'Baugh/s/
                  Spencer Eubank
              
              Secretary
                  Treasurer and Director
              
              December
                  15, 2005Spencer
                  Eubank
              
              and
                  Acting Chief Financial Officer/s/
                  Judith Ahrens
              
              Director
              
              December
                  15, 2005Judith
                  Ahrens
 
 48