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,
                2007





OR





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





Commission
      File Number: 000-19061





**USCORP**


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





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





4535
      W. Sahara Ave, Suite 204, Las Vegas, NV 89102


(Address
      of principal executive offices)





(702)
      933-4034


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










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





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




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





Common
      Shares, $0.01 Par Value








Indicate
      by check mark whether the Company (l) has filed all reports required to be
      filed
      by section 13 or 15(d) of the Securities Exchange Act of 1934 during the
      preceding 12 months (or for such shorter period that the Company was required
      to
      file such reports), and (2) has been subject to such filing requirements for
      the
      past 90 days. Yes x No o




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





Indicate
      by check mark whether the Company is a shell company (as defined in Rule 12b-2
      of the Act).    Yes o No x




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





State
      the
      aggregate market value of the voting stock held by non-affiliates computed
      by
      reference to the price at which the stock was sold, or the average bid and
      asked
      price of such stock, as of a specified date within the past 60 days. As of
      December 31, 2007, the value of such stock was $4,188,519. Shares of common
      stock held by each executive officer and director and by certain persons who
      own
      5% or more of the outstanding common stock have been excluded in that such
      persons may be deemed to be affiliates. This determination of affiliate status
      is not necessarily a conclusive determination for other purposes.





Number
      of
      shares outstanding of Issuer’s class A common stock, $0.01 par value,
      outstanding on December 31, 2007: 51,709,470. Number of shares outstanding
      of
      Issuer’s class B common stock, $0.001 par value, outstanding on December 31,
      2007: 5,000,000.




Documents
      Incorporated by Reference: NONE





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




***







**FORM
      10-KSB**


**September
      30, 2006**


**USCORP**





**TABLE
      OF CONTENTS**




FORWARD
                LOOKING STATEMENTS
            2**PART
                I**ITEM
                1
            Description
                of Business
            2ITEM
                2
            Description
                of Property
            17ITEM
                3
            Legal
                Proceedings
            17ITEM
                4
            Submission
                of Matters to a Vote of Security Holders
            17**PART
                II**ITEM
                5
            Market
                for The Company’s Common Equity and Related Stockholder Matters
            18ITEM
                6
            Management’s
                Discussion and Analysis of Financial Condition and Results of Operations
            19ITEM
                7
            Financial
                Statements
            22ITEM
                8
            Changes
                in and Disagreements with Accountants
            38ITEM
                8A
            Controls
                and Procedures
            38ITEM
                8B
            Other
                Information
            39**PART
                III**ITEM
                9
            Directors,
                Executive Officers, Promoters and Control Persons
            39ITEM
                10
            Executive
                Compensation
            40ITEM
                11
            Security
                Ownership of Certain Beneficial Owners and Management
            40ITEM
                12
            Certain
                Relationships and Related Transactions
            41ITEM
                13
            Exhibits
            41ITEM
                14
            Principal
                Accountant Fees and Services
            41Signatures
            
            42**PART
                F/S**Financial
                Statements










**FORWARD
      LOOKING STATEMENTS**




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




**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





BACKGROUND





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





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





Southwest
      Resource Development, Inc. (“Southwest”) was formed and organized under the laws
      of the State of Nevada on April 3, 2004 as a wholly owned subsidiary of USCorp.
      On or about May 29, 2004, Southwest acquired 8 lode and 21 placer mining claims
      (the “Mining Claims”) formerly known as the Chocolate Mountain Region Claims and
      the Picacho Area Claims.





Subsequently
      both USMetals and Southwest have acquired additional mining claims and performed
      significant exploration work, including the completion of feasibility studies,
      as described more fully below (See “ USMETALS
      - Summary of Organization and Business” and “ SOUTHWEST
      RESOURCE DEVELOPMENT, INC. -
      Summary of Organization and Business”).





OVERVIEW





USCorp
      is
      an “exploration stage” company. The Company’s operations center on completing
      exploration and beginning development of USMetals’ mining property known as the
      Twin Peaks Project, and Southwest’s mining properties formerly known as the
      Chocolate Mountain Region claims which the Company now refers to collectively
      as
      the Picacho Salton Project. The Company has realized no revenues from operations
      to date.




All
      of
      the Company’s mining business activities are conducted at this time through its
      subsidiaries, USMetals, Inc. (“USMetals”) and Southwest Resource Development,
      Inc. (“Southwest”).


2




The
      Company, through its wholly-owned subsidiary, USMetals, owns 143 Lode Mining
      Claims in the Eureka Mining District of Yavapai County, Arizona, called the
      Twin
      Peaks Project; and through its wholly-owned subsidiary, Southwest, owns a total
      of 106 claims, 84 Lode and 22 Placer Claims in the Mesquite Mining District
      of
      Imperial County, California, which the Company refers to as the Picacho Salton
      Project.




**A.
      RECENT DEVELOPMENTS.**





On
      September 29, 2006 the Company’s Registration Statement on Form SB-2 was
      declared effective by the US Securities and Exchange Commission registering
      6,700,000 shares of the Company’s Class A common stock for resale pursuant to an
      equity line arrangement with Dutchess Private Equities Fund, LP. The total
      dollar amount under the equity line is $10,000,000. As of the date of the Annual
      Report the Company has not submitted any puts to Dutchess.





On
      November 2, 2006 we announced in a press release the addition of new lode and
      placer claims to our California claims in the Mesquite Mining District of
      Imperial County. We now have 106 claims in this area which we refer to
      collectively as the Picacho Salton Project. These claims consist of three
      separate groups of contiguous claims in close proximity to each other. Most
      of
      the claims are predominantly gold properties. 140 acres of these new claims,
      the
      equivalent of seven claims, contain a deposit of Pink Rhyolite (decorative
      rock)
      and construction grade aggregate.





During
      2007 USMetals added two claims to the Twin Peaks Project bringing the total
      to
      143 contiguous claims.





In
      the
      spring of 2007 the Company’s transfer agent, US Stock Transfer Corporation was
      acquired by ComputerShare, the world’s largest transfer agency.





On
      May 2,
      2007 we announced in a press release a $1.2 million commitment by a private
      Swiss fund. The fourth and final traunch of $300,000 was received in early
      October, 2007, completing the commitment. Subsequent to the period of this
      Annual Report the first debenture was converted to 2,400,000 shares of common
      stock. These shares are restricted from resale under rule 144.





On
      May 9,
      2007 we announced in a press release a Notice of Intent to drill has been
      prepared for the BLM for the Twin Peaks Property. Surface geochemical sampling,
      GPS coordinated claim and structural mapping of the area are underway.
      Radionuclide survey samples have been taken from the northeast quadrant of
      the
      property that exhibit promising levels of radioactivity. We are also examining
      the deposits of titanium magnetite on the property for possible
      development.





On
      July
      26, 2007 we announced in a press release the completion of the Twin Peaks
      Feasibility Study and the availability of its summary on our web site.





On
      August
      28, 2007 we announced in a press release the completion of a Feasibility Study
      on the Picacho Salton Property and the availability of its summary on our web
      site.





In
      August
      and September of 2007 we received $620,000 from a private east coast finance
      group as the result of a private placement. The Company offered one unit for
      $0.75 per unit consisting of one share of common stock and one warrant to
      purchase 1⁄2 share of common stock at an exercise price of $0.40 per one full
      share. The exercise period is two years, expiring in October 2009.





On
      November 8, 2007 we announced in a press release the results of a recent report
      prepared for the Company by Geological Support Services regarding the titanium
      magnetite deposits at the Twin Peaks Project, which stated in part:
“ *The
      magnetite of the twin peaks has been sampled and sent off for assay...ore grade
      shows it to have saleable levels of TiO* [titanium oxide]”.


3





**B.
      DESCRIPTION OF CURRENT BUSINESS OPERATIONS.**





The
      Company’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 compliment
      the Company’s existing or proposed operations. All of the Company’s business
      operations are conducted through its subsidiaries





**USMETALS
      - Summary of Organization and Business.**





USMetals
      (“USMetals”) was formed and organized under the laws of the State of Nevada on
      May 3, 2000. On or about April 2, 2002, the Company 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 Project,” are the historic sites of the
      Crosby, Hayes, Swiss Belle and Gloryhole 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.
      There are tungsten mines in the Camp Wood area, to the northeast, the existing
      historic gold mines and prospects, which abut USMetals’ property to the
      southeast along the Santa Maria River, and tungsten, copper, and zinc mines
      to
      the south and southeast. The area has a long history of mining activities.
      Mining companies 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, the
      Company has only possessory title with respect to such properties. The claims
      were duly transferred by official deed from the prior owner to USMetals on
      March
      22, 2002. The real property upon which USMetals’ claims are located is subject
      to a paramount lien by the United States of America; all of USMetals’ claims are
      subject to the applicable rules and regulations of the United States Department
      of the Interior, Bureau of Land Management, which administers USMetals’ use and
      activities on said Mining Claims. USMetals has paid all of the required fees
      in
      order to maintain the 143 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.





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




Geological
      Support Services, LLC recently completed a feasibility study on the Twin Peaks
      Project that identified proven reserves of 612,000 ounces of gold and 2,160,000
      ounces of silver in 3.6 million tons of ore, grading at .17 oz. gold per ton
      and
      .6 oz. silver per ton and a revenue cutoff grade of .03 per ton, using a gold
      price of $600 per Troy ounce and a silver price of $12 per Troy ounce. And
      Geological Support Services, LLC also completed a feasibility study on of the
      Picacho Salton Project that identified proven resources of 231,513 ounces of
      gold in 6,614,666 tons of ore grading at .035 oz per ton with a cutoff grade
      of
      .015 using a gold price of $600 per troy ounce gold.


4





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.





Under
      the
      direction of our consulting geophysicist, we fully explored and tested the
      property. Based on the exploration and test results, however, Management
      determined it was not economically viable to pursue exploration or development
      of this property. Due to certain conditions not being met, title to the claims
      reverted back to the prior claim holder.




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




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





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





The
      Company has spent the last 5 years developing a plan that would bring multiple
      properties under Company ownership. Through its wholly owned subsidiary,
      Southwest, the Company has now acquired for development of a total of 4,600
      acres of precious metal properties located in the Chocolate Mountain region
      of
      the Mesquite Mining District in Imperial County, California: Geological testing
      has successfully recovered gold and silver from dry washes and feeder rills.
      Laboratory analysis indicates these findings warrant continued development.
      Geological Support Services, LLC has completed a feasibility study that
      identified proven resources of 231,513 ounces of gold in 6,614,666 tons of
      ore
      grading at .035 oz per ton with a cutoff grade of .015 using a gold price of
      $600 per troy ounce gold on of the Picacho Salton Project.





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





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





Historically,
      mining has been carried out in the Mesquite Mining District of Imperial County
      using old hard rock mining and placer methods. However, in 1984, new mining
      methods (“heap leaching”) were used to develop and mine low-grade ore bodies,
      with an economically viable cut-off grade as low as .01 to .02 ounces of gold
      per ton. Test production has determined the cutoff grade and the economic
      viability of this property. Geological Support Services, LLC recently completed
      a feasibility study that has identified proven resources of 231,513 ounces
      of
      gold in 6,614,666 tons of ore grading at .035 oz per ton with a cutoff grade
      of
      .015 using a gold price of $600 per troy ounce gold on the Picacho Salton
      Project. Southwest intends to go into production as soon as possible after
      approvals and financing are obtained.


5





**Property
      descriptions, locations and nature of ownership.**





Picacho
      Salton Project 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.




Picacho
      Salton Project 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.





Picacho
      Salton Project 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.





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





The
      143
      unpatented lode mining claims, covering 2,860 acres, which the Company refers
      to
      as the “Twin Peaks Project,” are located in the Eureka Mining District of
      Yavapai County, Arizona, U.S.A. Access to the property from the west is by
      county maintained and private dirt roads from Highway 93 (connecting Phoenix,
      Arizona with Las Vegas, Nevada).





The
      Company, through its wholly owned subsidiaries, owns unpatented mining claims
      and pays an annual Maintenance Fee payment to the Bureau of Land Management
      (BLM) for each of its claims. Maintenance Fee payments of $125 per claim are
      due
      on or before August 31 each year.





**Maps
      indicating the locations of our properties.**


6





Map




In
      the
      Map above “1”“2” “3” “4” and “5” represent the approximate locations of the
      company’s Picacho Salton Project properties in the Mesquite Mining District of
      Imperial County, California. These five locations are represented by the number
      “2” in the map below.




7




Map




**History
      of previous operations.**





Twin
      Peaks Project claims group, in the Eureka Mining District of Yavapai County,
      Arizona: From a historical perspective, Spaniards arrived in the area over
      400
      years ago and used the Santa Maria River to gain access to the claims area.
      According to historical sources, the local 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.





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


8


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





Twin
      Peaks Project Claims Group: The Company has conducted 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, and re-stake all claims using GPS. The Company
      relies on geological work of experts performed by us and under prior ownership
      in support of our reports of the presence of gold, silver, uranium and other
      mineralization on the property. Geological Support Services, LLC recently
      completed a feasibility study on the Twin Peaks Project that identified proven
      reserves of 612,000 ounces of gold and 2,160,000 ounces of silver in 3.6 million
      tons of ore, grading at .17 oz. gold per ton and .6 oz. silver per ton and
      a
      revenue cutoff grade of .03 per ton, using a gold price of $600 per Troy ounce
      and a silver price of $12 per Troy ounce. In December, 2007 we received a
      Cultural Resource Survey (an archeological report) for proposed drill sites
      as
      part of the Company’s application filed in August 2007 with the BLM to conduct
      additional drilling to prove up additional resources. The Company is not
      conducting mineral extraction operations on this property yet.





On
      November 1, 2006 USCorp announced the acquisition of what we then referred
      to as
      the “Picacho Salton Mining Property”, through its wholly owned subsidiary
      Southwest. Situated on 1,280 acres covering 64 mining claims of precious metal
      properties and located in the Mesquite Mining District of Imperial County,
      California, some of these newly acquired claims have common borders to USCorp’s
      Picacho Gold Property. The Company’s California properties are now collectively
      known as the Picacho Salton Project.





Regarding
      the Picacho Salton Project Claims Groups in the Mesquite Mining District of
      Imperial County: The Company has performed exploration work on the property.
      The
      Company relies on geological work of experts performed by us under prior
      ownership in support of our early reports of the presence of gold and silver
      on
      the property. Geological Support Services, LLC recently completed a feasibility
      study that has identified proven resources of 231,513 ounces of gold in
      6,614,666 tons of ore grading at. 035 oz per ton with a cutoff grade of .015
      using a gold price of $600 per troy ounce gold on the Picacho Salton Project.
      There are no current mineral extraction operations on this property. The
      proposed program is exploratory in nature.





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





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





Adequate
      roads exist to each of our claims groups. Some existing roads may need to be
      repaired or extended.





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





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


9





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





Geological
      Support Services, LLC recently completed a feasibility study on the Twin Peaks
      Project that identified proven reserves of 612,000 ounces of gold and 2,160,000
      ounces of silver in 3.6 million tons of ore, grading at .17 oz. gold per ton
      and
      .6 oz. silver per ton and a revenue cutoff grade of .03 per ton, using a gold
      price of $600 per Troy ounce and a silver price of $12 per Troy
      ounce.





Picacho
      Salton Project Claims Groups in the Mesquite Mining District of Imperial County:
      A past geochemical sampling program has indicated mineralized material at the
      Goldstar placer claims; tonnage and grade valuations were not performed. The
      Company used such reports in support of its determination that economically
      viable mineralization may be present on the properties as stated in various
      historical reports. Geological Support Services, LLC recently completed a
      feasibility study that has identified proven resources of 231,513 ounces of
      gold
      in 6,614,666 tons of ore grading at .035 oz per ton with a cutoff grade of
      .015
      using a gold price of $600 per troy ounce gold on the Picacho Salton
      Project.





On
      November 1, 2006 USCorp announced the acquisition of the Picacho Salton Mining
      Property, through its wholly owned subsidiary Southwest. Situated on 1,280
      acres
      covering 64 mining claims of precious metal properties and located in the
      Mesquite Mining District of Imperial County, California, some of the recently
      acquired claims have common borders to USCorp’s Picacho Gold Property, now
      collectively referred to as the Picacho Salton Project Claims.





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





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





Phase
      II
      has largely been completed as of the date of this Annual Report. We have done
      further exploration on our property, and designed a Test Production program
      on
      selected claims within the Twin Peaks claims group which we plan to initiate
      in
      fiscal 2008. 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 has been 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 has allowed us to plan the conceptual mine and
      milling plans, including flow-sheets that were used in the feasibility study
      process along with the on-going economic and cost modeling evaluation of the
      project. Finally while the results are being evaluated we have begun the
      collection of the archeological and environmental data necessary for further
      exploration, submission of the Mining Plans of Operations and approvals to
      commence mining.


10





We
      have
      received a Test Production plan and budget for the Picacho Salton Project Claims
      in the Mesquite Mining District of Imperial County from one of our Consulting
      Geologists is 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.





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





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





**Recent
      Initial Exploration and Exploitation**





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





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





**Early
      Exploration Conducted and Valuations.**





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


11




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





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





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





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




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





In
      2007
      we conducted additional exploration, testing, surveying and re-staking of all
      claims, and adding a total of 77 significant claims to the group of which 70
      claims are primarily gold bearing and seven claims, approximately 140 acres,
      are
      Pink Rhyolite (decorative rock) and construction grade aggregate. Geological
      Support Services LLC completed a feasibility study covering the gold claims,
      it
      says in part: “The feasibility study operating plan assumes an open caste quarry
      type operation containing proven reserves of approximately 231,513 ounces of
      gold in 6,614,666 tons of ore grading at .035 oz per ton with a cutoff grade
      of
      .015 using a gold price of $600 per troy ounce gold. The plan anticipates
      conventional truck and shovel mining techniques. Processing to be phased
      according to ore type and permit approvals. Phase 1 being a wash and
      sedimentation gravity system with initial production capacity of 1000 tons
      per
      day ramping to 6000 tons per day. This type of operation has been proven to
      achieve .02 ounce per ton recovery, in the targeted placers. With approval
      of
      cyanide leach permits, the implementation of leaching facilities will increase
      recovery to the 87% target. Also along with the construction of the leaching
      facilities, the milling circuit for processing the hard rock lode ore will
      be
      constructed. This grinding circuit will be designed to crush incoming hard
      rock
      down to 150- prior to gravity separation and leaching. Although this study
      is
      based upon production of 6000 tons a day it is anticipated that if additional
      water resources are developed production could be increased to greater levels.
      Mine life based on indicated reserves is in excess of 20 years. The feasibility
      study assumes an economic base case utilizing a $600 per ounce gold price.
      At
      current fuel and labor prices, cash operating costs, including operating cost
      and sustaining capital are estimated to be $260 dollars per ounce of gold
      produced. Initial capital costs are anticipated to be $13,790,300 all amounts
      are in U.S. Dollars.”





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





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


12


Initial
      capital costs are currently estimated to be $12,974,728. All amounts are in
      US
      dollars to complete an 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 Picacho Salton Project claims
      is
      as follows:





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





**How
      the exploration program will be funded.**





The
      Company anticipates that funding will be by equity or debt financing in the
      form
      of private placements, working interest joint venture, and/or gold bullion
      loans
      in the United States, Europe and Asia. To date we have received the proceeds
      from a gold bullion loan in the amount of $635,000 as previously reported in
      Current Report on Form 8-K dated September 27, 2005, $620,000 in proceeds from
      a
      private placement and $1,200,000 in proceeds from convertible debentures in
      addition to contributions from the Company’s Chairman and CEO.





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





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




Geological
      Support Services, LLC, Robert A. Cameron, Ph.D. managing partner, is consulting
      exploration geologist to the Company. Cameron has a Ph.D. in Geophysics from
      Canterbury University, Kent, England. Since 1987 Cameron has consulted in the
      mining industry as a geologist in various capacities for companies and projects
      in the private sector in the United States, Mexico, Australia, New Zealand,
      West
      Germany, Poland and Canada. In addition to private consulting, he has worked
      since 2001 as a professor of geology and geosciences.





**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.


13





The
      Environmental Protection Agency ( *“EPA”* )
      continues the development of a solid waste regulatory program specific to mining
      operations under the Resource Conservation and Recovery Act ( *“RCRA”* ).
      The
      difficulty is that many Federal laws duplicate existing state
      regulations.





Mining
      companies in the United States are also subject to regulations under (i) the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980
      ( *“CERCLA”* )
      which
      regulates and establishes liability for the release of hazardous substances
      and
      (ii) the Endangered Species Act ( *“ESA”* )
      which
      identifies endangered species of plants and animals and regulates activities
      to
      protect these species and their habitats. Revisions to CERCLA and ESA are being
      considered by Congress; the impact on USMetals of these revisions is not clear
      at this time. Environmental laws and regulations enacted and adopted in the
      future may have a significant impact upon USMetals’ future operations.





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





**Competition.**





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





**Employees
      and Independent Contractors.**




As
      of the
      date of this Annual Report, the Company did not employ any persons other than
      its executive officers and directors named herein, an Office Manager, Field
      Operations, Administrative Assistant, and clerical help.




As
      of the
      date of this Annual Report, the Company and its wholly owned subsidiaries have
      utilized one principal consultant/advisor: Geological Support Services, LLC
      under Robert Cameron, PhD; which, in turn, employs subcontractors that perform
      work indirectly for The Company and its subsidiaries.




**Item
      1A. Risk Factors**





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





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


14





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





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





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





**Proposed
      Federal Legislation.** Over
      the
      past twelve 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.


15


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





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





**The
      Company’s Financial Statements Contain a “Going Concern
      Qualification.”** The
      Company may not be able to operate as a going concern. The independent auditors’
report accompanying its financial statements contains an explanation that The
      Company’s financial statements have been prepared assuming that it will continue
      as a going concern. Note 1 to these financial statements indicates that The
      Company is in the 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. The
      Company’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 The Company’s development of its mining properties and the
      implementation of commercial operations, management cannot accurately project
      or
      give any assurance, with respect to its ability to control development and
      operating costs and/or expenses. Consequently, if management is not able to
      adequately control costs and expenses, such operations may not generate any
      profit or may result in operating losses.




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




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





**Shares
      Eligible for Future Sale.** A total
      of 33,856,459 shares of Common Stock are issued and outstanding as of the date
      of this Annual Report, of which approximately 17,746,775 shares thereof are
      “restricted securities” as that term is defined under the Securities Act.
      Therefore, all such restricted shares must be held indefinitely unless
      subsequently registered under the Securities Act or an exemption from
      registration becomes available. One exemption that may be available in the
      future is Rule 144 adopted under the Securities Act. Generally, under Rule
      144
      any person holding restricted securities for at least one year may publicly
      sell
      in ordinary brokerage transactions, within a 3 month period, the greater of
      one
      (1%) percent of the total number of a company’s shares outstanding or the
      average weekly reported volume during the four weeks preceding the sale, if
      certain conditions of Rule 144 are satisfied by the company and the seller.
      Furthermore, with respect to sellers who are “non-affiliates” of the company, as
      that term is defined in Rule 144, the volume sale limitation does not apply
      and
      an unlimited number of shares may be sold, provided the seller meets a holding
      period of 2 years. However, the SEC recently revised Rule 144, effective
      February 15, 2008, which will shorten the holding period to six months in some
      cases and remove the volume restrictions for any such sales. Sales under Rule
      144 may have a depressive effect on the market price of The Company’s
      securities, should a public market be available for The Company’s shares.


16




**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 .





**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**





On
      December 22, 2006, a Mr. Glenn E. Martin filed suit against the Company in
      the
      Arizona Justice Court, Pima county (Case No. C20066833) alleging that the
      Company failed to pay him wages and expenses pursuant to certain labor laws
      dating back to March, 2004. Mr. Martin is seeking damages in the amount of
      $149,000 plus interest and attorney’s fees. On January 23, 2007, the Company
      filed a notice of removal of action to have Mr. Martin’s claim moved from state
      to federal court and such motion was granted. The Company believes that there
      is
      no merit to Mr. Martin’s claim and plans to defend this suit vigorously.





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





On
      January 19, 2007 the shareholders voted to authorize the Board of Directors
      to
      raise money from the public via equity or debt financing under terms and
      conditions to be determined by the Board. And the shareholders voted to approve
      the actions of the Board of Directors for the fiscal year ended September 30,
      2006.


17





PART
      II





**ITEM
      5. MARKET FOR THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





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





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





PERIOD
            
            HIGH
            
            LOWQuarter
                ended December 31, 2005
            
            $
            0.15
            
            $
            0.11Quarter
                ended March 30, 2006
            
            $
            0.14
            
            $
            0.07Quarter
                ended June 30, 2006
            
            $
            0.14
            
            $
            0.08Quarter
                ended September 30, 2006
            
            $
            0.12
            
            $
            0.06Quarter
                ended December 31, 2006
            
            $
            0.12
            
            $
            0.07Quarter
                ended March 30, 2007
            
            $
            0.09
            
            $
            0.07Quarter
                ended June 30, 2007
            
            $
            0.11
            
            $
            0.08Quarter
                ended September 30, 2007
            
            $
            0.42
            
            $
            0.09





On
      December 31, 2007 the reported closing price for the Company’s common stock was
      $0.26 per share; there were approximately 535 record holders of the Company’s
      shares.




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





**Recent
      Sales of registered and unregistered securities.**





During
      fiscal year 2007, the Company issued an aggregate of 50,000 shares of Class
      A
      common stock for legal services rendered.





In
      August
      of 2007 the Company accepted $620,000 in subscriptions for 8,273,332 units
      consisting of one common A share and one warrant to purchase 1⁄2 common A share at
      an exercise price of $0.40 per full share, the exercise period being two years
      and expiring on October 4, 2009.





In
      June
      2004, the Company commenced a private placement of 6 million units of its
      securities with each unit consisting of one share of preferred stock and one
      warrant to purchase an additional share of preferred stock at a price of $0.50
      per unit. The offer has been extended until October 2008. Each preferred share
      is convertible into two common shares at any time at the election of the
      preferred shareholder. Each warrant represents the right of the holder to
      purchase one additional preferred share at a price of $0.50 during the two-year
      period following the date of their issuance. The two-year period was extended
      until October 2007 and has now expired.





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.


18




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 155,000 units
      in this private placement.





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 Annual Report.





The
      information set forth in Management’s Discussion and Analysis of Financial
      Condition and Results of Operations (“MD&A”) contains certain
“forward-looking statements” within the meaning of Section 27A of the Securities
      Act of 1933, as amended, Section 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 Annual Report should not be regarded as
      a
      representation by the Company or any other person that the objectives or plans
      of the Company will be achieved.





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





OVERVIEW





The
      Company is an “exploration stage” company. During fiscal year ended September
      30, 2007, the Company’s activities centered on the exploration of USMetals’
mining property known as the Twin Peaks Project in the Eureka Mining District
      of
      Yavapai County, Arizona, the exploration of the Picacho Salton Project Claims
      in
      the Mesquite Mining District of Imperial County, California. During the fiscal
      year, the Company did not engage in any commercially viable operations and
      realized no revenues from its activities. The annual costs incurred to date
      were
      primarily for the continued exploration of the Company’s mining properties,
      expansion and maintenance of the Company’s website, legal and accounting costs
      in conjunction with the Company’s general and administrative expenses in
      anticipation of completing exploration and commencing a test production program
      on the Company’s mining properties. The annual maintenance fee payment for the
      249 claims owned by the Company is $125 per claim for a total annual cost of
      $
      31,125.


19





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





The
      Company, through its wholly owned subsidiary, USMetals, owns 143 unpatented
      contiguous mining claims totaling 2,860 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.





In
      2007
      we have conducted exploration, testing, surveying and re-staking of all claims,
      and added two significant claims to the group. The results of this work is
      the
      feasibility study prepared by Geological Support Services, LLC, which states
      in
      part: “The feasibility study operating plan assumes an open cast quarry type
      operation containing proven reserves of approximately 612,000 ounces of gold
      and
      2,160,000 ounces of silver in 3.6 million tons of ore, grading at .17 oz. gold
      per ton and .6 oz. silver per ton and a revenue cutoff grade of .03 per ton,
      using a gold price of $600 per Troy ounce and a silver price of $12 per Troy
      ounce. The project anticipates utilizing conventional truck and shovel mining
      methods with the processing of ore at full production of 800 tons per day for
      the first year, yielding an annual production of 34,748 oz. of gold and 126,000
      oz. of silver the first year. Estimated mine life is 12.9 years. Production
      levels [and mine life] will increase as proven reserve amounts increase. The
      feasibility study assumes an economic base case, utilizing $600 per ounce gold
      and $12 per ounce silver. At such prices cash operating costs, including
      operating costs and initial sustaining capital are estimated at $250 dollars
      per
      ounce of gold. Initial capital costs are currently estimated to be $12,974,728.
      All amounts are in US dollars.”





The
      Company, through its wholly owned subsidiary Southwest Resource development,
      Inc, (“Southwest”) owns 84 unpatented lode and 22 unpatented placer mining
      claims totaling approximately 4,600 acres in eastern Imperial County, California
      which the Company refers to as the Picacho Salton Project 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 Picacho Salton Project
      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.





In
      2007
      we conducted additional exploration, testing, surveying and re-staking of all
      claims, and added a total of 77 significant claims to the group of which 70
      claims are primarily gold bearing and seven claims, approximately 140 acres,
      are
      Pink Rhyolite (decorative rock) and construction grade aggregate. Geological
      Support Services LLC completed a feasibility study covering the gold claims,
      it
      says in part: “The feasibility study operating plan assumes an open caste quarry
      type operation containing proven reserves of approximately 231,513 ounces of
      gold in 6,614,666 tons of ore grading at .035 oz per ton with a cutoff grade
      of
      .015 using a gold price of $600 per troy ounce gold. The plan anticipates
      conventional truck and shovel mining techniques. Processing to be phased
      according to ore type and permit approvals. Phase 1 being a wash and
      sedimentation gravity system with initial production capacity of 1000 tons
      per
      day ramping to 6000 tons per day. This type of operation has been proven to
      achieve .02 ounce per ton recovery, in the targeted placers. With approval
      of
      cyanide leach permits, the implementation of leaching facilities will increase
      recovery to the 87% target. Also along with the construction of the leaching
      facilities, the milling circuit for processing the hard rock lode ore will
      be
      constructed. This grinding circuit will be designed to crush incoming hard
      rock
      down to 150- prior to gravity separation and leaching. Although this study
      is
      based upon production of 6000 tons a day it is anticipated that if additional
      water resources are developed production could be increased to greater levels.
      Mine life based on indicated reserves is in excess of 20 years. The feasibility
      study assumes an economic base case utilizing a $600 per ounce gold price.
      At
      current fuel and labor prices, cash operating costs, including operating cost
      and sustaining capital are estimated to be $260 dollars per ounce of gold
      produced. Initial capital costs are anticipated to be $13,790,300 all amounts
      are in U.S. Dollars.”


20





**Impairment
      Expense**





We
      acquired the Twin Peaks Project asset in 2002 and have been conducting
      exploration work on it, with the goal of commencing mineral production, for
      five
      years. Exploration activities have confirmed the presence of mineralization
      on
      this property. However, we did not commence mining activities in the past 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 proceed
      with our plans to commence mining activity now that we have completed a
      feasibility study on the property due to persistence and our improved financial
      position. The feasibility study prepared by Geological Support Services, LLC,
      in
      part: “The feasibility study operating plan assumes an open cast quarry type
      operation containing proven reserves of approximately 612,000 ounces of gold
      and
      2,160,000 ounces of silver in 3.6 million tons of ore, grading at .17 oz. gold
      per ton and .6 oz. silver per ton and a revenue cutoff grade of .03 per ton,
      using a gold price of $600 per Troy ounce and a silver price of $12 per Troy
      ounce.”





**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 2007 was $2,853,391 compared to $502,201
      for last year, an increase of approximately 500%. The main area of increase
      was
      in consulting costs ($2,436,469 for fiscal 2007 compared to $125,358 last year).
      Administration expenses increased ($337,847 for fiscal 2007 compared to $289,271
      last year). The increase in consulting was due to the cost of raising capital,
      marketing, public relations and exploration work conducted by consulting
      professionals. The increase in administration expense was due to the increase
      in
      salaries and space rental costs.





As
      a
      result of general and administrative costs, the Company experienced a loss
      from
      operations of $2,853,391 for the year ended September 30, 2007 compared to
      loss
      from operations of $502,201 for the same period last year.





After
      interest expense in fiscal 2007 of $154,327, compared to $61,771 in the prior
      year, the Company realized a net loss for fiscal 2007 of $3,176,745 as compared
      to a net loss of $837,551 for the prior fiscal year. This loss translated into
      a
      loss of $.09 per share for fiscal 2007, compared to a loss of $.03 for fiscal
      2006.





**II.
      Discussion of Financial Condition: Liquidity and Capital
      Resources**





At
      September 30, 2007 cash on hand was $1,541,001 as compared with $83,573 at
      September 30, 2006. The Company received services in the aggregate amount of
      $4,500 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, 2007 were $1,546,432 as compared to $91,813 at September
      30, 2006.





The
      Company’s total stockholders’ equity changed from -$1,035,844 September 30, 2006
      to -$3,559,491 at September 30, 2007. The decrease in total stockholders’ equity
      was due to the loss from operations and the issuance of shares for services
      rendered.




**Impact
      of Inflation**





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


21





**Off
      Balance Sheet Arrangements**





None




ITEM
      3.
      CONTROLS AND PROCEDURES




Under
      the
      supervision and with the participation of the Company’s management, including
      the Chief Executive Officer and acting Chief Financial Officer, the Company
      has
      evaluated the effectiveness of the design and operation of its disclosure
      controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
      Securities Exchange Act of 1934, as amended) as of the end of the period covered
      by this quarterly report. Based upon that evaluation, the Chief Executive
      Officer and acting Chief Financial Officer concluded that, as of the end of
      the
      period covered by this quarterly report, the Company’s disclosure controls and
      procedures are effective to ensure that information required to be disclosed
      in
      the reports that the Company files or submits under the Securities Exchange
      Act,
      of 1934 as amended, is recorded, processed, summarized and reported, within
      the
      time periods specified in the Securities and Exchange Commission’s rules and
      forms.





There
      has
      been no change in the Company’s internal control over financial reporting during
      the most recent fiscal quarter that has materially affected, or is reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting.




ITEM
      7.
      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




**Management's
      Report on Internal Control Over Financial Reporting**





Management
      of the Company is responsible for establishing and maintaining adequate internal
      control over financial reporting. Internal control over financial reporting
      is
      defined in Rules 13-a-15(f) and 15d-15(f) under the Exchange Act of 1934, as
      amended, as a process designed by, or under the supervision of, the Company's
      principal executive and principal financial officers and effected by the
      Company's board of directors, management and other personnel to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      U.S. generally accepted accounting principles and includes those policies and
      procedures that:





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





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





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





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





Management
      assessed the effectiveness of the Company's internal control over financial
      reporting as of December 21, 2007. In making this assessment, management used
      the criteria established in "Internal Control-Integrated Framework," issued
      by
      the Committee of Sponsoring Organizations of the Treadway Commission
      (COSO).





Based
      on
      this assessment, management believes that, as of September 30, 2007 the
      Company's internal control over financial reporting is effective.





There
      have not been any changes in the Company's internal control over financial
      reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
      Exchange Act of 1934, as amended) that have materially affected, or are
      reasonably likely to materially affect, the Company's internal control over
      financial reporting.


22


**DONAHUE
      ASSOCIATES, LLC**


**Certified
      Public Accountants**


**27
      Beach Road Suite CO5A**


**Monmouth
      Beach, NJ 07750**


**Tel.
      732-229-7723**





**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors and Stockholders of USCorp.




We
      have
      completed the audits of the consolidated financial statements of USCorp and
      its
      internal control over financial reporting as of September 30, 2007 and September
      30, 2006 in accordance with the standards of the Public Company Accounting
      Oversight Board (United States).




In
      our
      opinion, the consolidated financial statements present fairly, in all material
      respects, the financial position of USCorp at
      September 30, 2007 and September 30, 2006 and the results of its operations,
      cash flows, and changes in shareholders’ equity for the years then ended in
      conformity with accounting principles generally accepted in the United States
      of
      America. These consolidated financial statements are the responsibility of
      the
      Company’s management. Our responsibility is to express an opinion on these
      consolidated financial statements based on our audits.




We
      conducted our audits of these statements in accordance with the standards of
      the
      Public Company Accounting Oversight Board (United States). Those standards
      require that we plan and perform the audit to obtain reasonable assurance about
      whether the consolidated financial statements are free of material misstatement.
      An audit of consolidated financial statements includes examining, on a test
      basis, evidence supporting the amounts and disclosures in the financial
      statements, assessing the accounting principles used and significant estimates
      made by management, and evaluating the overall financial statement presentation.
      We believe that our audits provide a reasonable basis for our opinion.




Also,
      in
      our opinion, management’s assessment, included in Management’s Report on
      Internal Control Over Financial Reporting, that the Company maintained effective
      internal control over financial reporting as of September 30, 2007 and September
      30, 2006 based on criteria established in *Internal
      Control - Integrated Framework* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission
      (“COSO”), is fairly stated, in all material respects, based on those criteria.
      Furthermore, in our opinion, the Company maintained, in all material respects,
      effective internal control over financial reporting as of September 30, 2007
      and
      September 30, 2006 based on criteria established in *Internal
      Control - Integrated Framework* issued
      by the COSO.




The
      Company’s management is responsible for maintaining effective internal control
      over financial reporting and for its assessment of the effectiveness of internal
      control over financial reporting. Our responsibility is to express opinions
      on
      management’s assessment and on the effectiveness of the Company’s internal
      control over financial reporting based on our audit. We conducted our audit
      of
      internal control over financial reporting in accordance with the standards
      of
      the Public Company Accounting Oversight Board (United States). Those standards
      require that we plan and perform the audit to obtain reasonable assurance about
      whether effective internal control over financial reporting was maintained
      in
      all material respects. An audit of internal control over financial reporting
      includes obtaining an understanding of internal control over financial
      reporting, evaluating management’s assessment, testing and evaluating the design
      and operating effectiveness of internal control, and performing such other
      procedures as we consider necessary in the circumstances. We believe that our
      audit provides a reasonable basis for our opinions.





A
      company’s internal control over financial reporting is a process designed to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of consolidated financial statements for external purposes
      in accordance with generally accepted accounting principles. A company’s
      internal control over financial reporting includes those policies and procedures
      that (i) pertain to the maintenance of records that, in reasonable detail,
      accurately and fairly reflect the transactions and dispositions of the assets
      of
      the company; (ii) provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of consolidated financial statements
      in accordance with generally accepted accounting principles, and that receipts
      and expenditures of the company are being made only in accordance with
      authorizations of management and directors of the company; and
      (iii) provide reasonable assurance regarding prevention or timely detection
      of unauthorized acquisition, use, or disposition of the company’s assets that
      could have a material effect on the consolidated financial statements.


23




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





**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
      21, 2007


24


**USCorp**


**(an
      Exploration Stage Company)**


**Balance
      Sheet**


**As
      of September 30, 2007 and September 30, 2006**











**30-Sep-07**
            
            **30-Sep-06****ASSETS**Current
                assets:Cash
            
            $
            1,541,001
            
            $
            83,573Total
                current assets
            
            $
            1,541,001
            
            $
            83,573Other
                assets:Equipment-
                net
            
            
            5,431
            
            
            8,240Total
                assets
            
            $
            1,546,432
            
            $
            91,813**LIABILITIES
                AND SHAREHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable & accrued expenses
            
            $
            2,410,918
            
            $
            73,317Subscriptions
                payable
            
            
            569,323
            
            
            0Total
                current liabilities
            
            $
            2,980,241
            
            $
            73,317Gold
                bullion loan
            
            
            1,205,484
            
            
            979,175Convertible
                debenture payable
            
            
            639,770
            
            
            0Advances
                payable to shareholder
            
            
            205,263
            
            
            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 at September 30, 2007
            
            
            0
            
            
            0Series
                B preferred stock, one share convertible to two shares of common;
                10%
                cumulative stated dividend, stated value $0.50, 50,000,000 shares
                authorized, 155,000 shares outstanding
            
            
            70,165
            
            
            70,165Common
                stock B- $.001 par value, authorized 250,000,000 shares, issued and
                outstanding, 5,000,000 shares at September 30, 2006 and 5,000,000
                at
                September 30, 2007, non-voting
            
            
            5,000
            
            
            5,000Common
                stock A- $.01 par value, authorized 550,000,000 shares, issued and
                outstanding, 33,806,462 shares at September 30, 2006 and 33,856,462
                at
                September 30, 2007
            
            $
            338,564
            
            $
            338,064Additional
                paid in capital
            
            
            7,839,031
            
            
            7,186,433Accumulated
                deficit - exploration stage
            
            
            (11,737,086
            )
            
            (8,560,341
            )Total
                shareholders' deficit
            
            
            (3,559,491
            )
            
            (1,035,844
            )Total
                Liabilities & Shareholders' Deficit
            
            $
            1,546,432
            
            $
            91,813





**See
      the notes to the financial statements.**


25


**USCorp**


**(an
      Exploration Stage Company)**


**Statements
      of Operations**


**For
      the Years Ended September 30, 2007 and September 30, 2006**


**and
      from Inception, May 1989 through September 30, 2007**





**Inception****30-Sep-07**
            
            **30-Sep-06**
            
            **to
                Date**General
                and administrative expenses:Consulting
            
            $
            2,436,469
            
            $
            125,358
            
            $
            5,688,336Administration
            
            
            337,847
            
            
            289,271
            
            
            4,043,800License
                expense
            
            
            30,125
            
            
            29,250
            
            
            190,684Professional
                fees
            
            
            48,878
            
            
            58,322
            
            
            493,327Total
                general & administrative expenses
            
            
            2,853,319
            
            
            502,201
            
            
            10,416,147Net
                loss from operations
            
            $
            (2,853,319
            )
            $
            (502,201
            )
            $
            (10,416,147
            )Other
                income (expenses):Interest
                expense
            
            
            (154,327
            )
            
            (61,771
            )
            
            (253,389
            )Loss
                on unhedged derivative
            
            
            (169,099
            )
            
            (273,579
            )
            
            (454,931
            )(Loss)
                gain on mining claim
            
            
            0
            
            
            0
            
            
            (600,000
            )Net
                loss before provision for income taxes
            
            $
            (3,176,745
            )
            $
            (837,551
            )
            $
            (11,724,467
            )Provision
                for income taxes
            
            
            0
            
            
            0
            
            
            0Net
                loss before extraordinary item
            
            $
            (3,176,745
            )
            $
            (837,551
            )
            $
            (11,724,467
            )Extraordinary
                item:Loss
                on early extinguishment of debt (net of tax)
            
            
            0
            
            
            0
            
            
            (12,619
            )Net
                loss
            
            $
            (3,176,745
            )
            $
            (837,551
            )
            $
            (11,737,086
            )Basic
                & fully diluted net loss per common share
            
            $
            (0.09
            )
            $
            (0.03
            )Weighted
                average of common shares outstanding:Basic
                & fully diluted
            
            
            33,844,237
            
            
            33,811,557





**See
      the notes to the financial statements.**





26


**USCorp**


**(an
      Exploration Stage Company)**


**Statements
      of Cash Flows**


**For
      the Years Ended September 30, 2007 and September 30, 2006**


**and
      from Inception, May 1989 through September 30, 2007**







**Inception****30-Sep-07**
            
            **30-Sep-06**
            
            **to
                Date**Operating
                Activities:Net
                loss
            
            $
            (3,176,745
            )
            $
            (837,551
            )
            $
            (11,737,086
            )Adjustments
                to reconcile net income items not
                requiring the use of cash:Loss
                on sale of mining claim
            
            
            0
            
            
            0
            
            
            600,000Consulting
                fees
            
            
            5,000
            
            
            79,650
            
            
            1,922,520Depreciation
                expense
            
            
            4,474
            
            
            3,434
            
            
            10,483Interest
                expense
            
            
            154,327
            
            
            61,771
            
            
            253,389Impairment
                expense
            
            
            0
            
            
            0
            
            
            2,449,465Loss
                on early extinguishment of debt (net of tax)
            
            
            0
            
            
            0
            
            
            12,619Loss
                on unhedged underlying derivative
            
            
            169,099
            
            
            273,579
            
            
            454,931Changes
                in other operating assets and liabilities :Accounts
                payable and accrued expenses
            
            
            2,337,601
            
            
            26,196
            
            
            2,410,918Net
                cash used by operations
            
            $
            (506,244
            )
            $
            (392,921
            )
            $
            (3,622,761
            )Investing
                activities:Purchase
                of office equipment
            
            $
            (1,665
            )
            $
            (7,668
            )
            $
            (15,914
            )Net
                cash used by investing activities
            
            
            (1,665
            )
            
            (7,668
            )
            
            (15,914
            )Financing
                activities:Issuance
                of common stock
            
            $
            0
            
            $
            0
            
            $
            2,151,768Issuance
                of preferred stock
            
            
            0
            
            
            0
            
            
            70,165Issuance
                of gold bullion note
            
            
            0
            
            
            0
            
            
            635,663Subscriptions
                received
            
            
            569,323
            
            
            0
            
            
            569,323Issuance
                of convertible notes
            
            
            1,200,000
            
            
            0
            
            
            1,200,000Advances
                received (paid) shareholder
            
            
            196,014
            
            
            (143,210
            )
            
            196,014Capital
                contributed by shareholder
            
            
            0
            
            
            0
            
            
            356,743Net
                cash provided by financing activities
            
            
            1,965,337
            
            
            (143,210
            )
            
            5,179,676Net
                increase (decrease) in cash during the period
            
            $
            1,457,428
            
            $
            (543,799
            )
            $
            1,541,001Cash
                balance at beginning of the fiscal year
            
            
            83,573
            
            
            627,372
            
            
            0Cash
                balance at September 30th
            
            $
            1,541,001
            
            $
            83,573
            
            $
            1,541,001Supplemental
                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.**




27


**USCorp**


**(an
      Exploration Stage Company)**


**Statement
      of Changes in Shareholders Equity**


**From
      Inception, May 1989 to September 30, 2007**





**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


28


**USCorp**


**(an
      Exploration Stage Company)**


**Statement
      of Changes in Shareholders Equity**


**From
      Inception, May 1989 to September 30, 2007**


**(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


29


**USCorp**


**(an
      Exploration Stage Company)**


**Statement
      of Changes in Shareholders Equity**


**From
      Inception, May 1989 to September 30, 2007**


**(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
            )
            
            
            
            
            0Capital
                contributed by shareholders
            
            
            
            
            
            
            
            
            143,480
            
            
            
            
            
            143,480Net
                loss for the fiscal year
            
            
            
            
            
            
            
            
            
            
            
            (2,591,671
            )
            
            (2,591,671
            )Balance
                at September 30, 2002-unaudited
            
            
            24,921,073
            
            $
            249,211
            
            $
            5,017,122
            
            $
            (5,265,058
            )
            $
            1,275Issued
                stock for services
            
            
            872,000
            
            
            8,720
            
            
            264,064
            
            
            
            
            
            272,784
            
            $
            0.31Beneficial
                conversion feature
            
            
            
            
            
            
            
            
            3,767
            
            
            
            
            
            3,767Capital
                contributed by shareholders
            
            
            
            
            
            
            
            
            81,472
            
            
            
            
            
            81,472Net
                loss for the fiscal year
            
            
            
            
            
            
            
            
            
            
            
            (865,287
            )
            
            (865,287
            )Balance
                at September 30, 2003
            
            
            25,793,073
            
            $
            257,931
            
            $
            5,366,425
            
            $
            (6,130,345
            )
            $
            (505,989
            )


30


**USCorp**


**(an
      Exploration Stage Company)**


**Statement
      of Changes in Shareholders Equity**


**From
      Inception, May 1989 to September 30, 2007**


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





*-
      Prices
      adjusted for stock splits.





Please
      see the notes to the financial statements.


31


**USCorp**


**(an
      Exploration Stage Company)**


**Notes
      to the Consolidated Financial Statements**


**For
      the Years Ended September 30, 2007 and September 30, 2006**








**1.** **Organization
          of the Company and Significant Accounting
          Principles**





USCorp
      (the “Company”) is a publicly held corporation formed in May 1989 in the state
      of Nevada. In April 2002 the Company acquired US Metals, Inc. (“USMetals”), a
      Nevada corporation, by issuing 24,200,000 shares of common stock. US Metals
      became a wholly owned subsidiary of the Company.





The
      Company owns the mineral rights to 143 Lode Mining Claims in the Eureka Mining
      District of Yavapai County, Arizona, called the Twin Peaks Project; and owns
      the
      mineral rights to 22 Placer and 84 Lode Claims on five properties in the
      Mesquite Mining District of Imperial County, California, which the Company
      collectively refers to as the Picacho Salton Project.





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





*Exploration
      Stage Company* -
      the
      Company has no operations or revenues since its inception and therefore
      qualifies for treatment as an Exploration Stage company as per Statement of
      Financial Accounting Standards (SFAS) No. 7. As per SFAS No.7, financial
      transactions are accounted for as per generally accepted accounted principles.
      Costs incurred during the development stage are accumulated in “accumulated
      deficit- exploration stage” and are reported in the Stockholders’ Equity section
      of the balance sheet.





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





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





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





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





*Convertible
      Debentures 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.





*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.


32





*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.





*Recent
      accounting pronouncements:*





SFAS
      155,
      " *Accounting
      for Certain Hybrid Financial Instruments”* —an
      amendment of FASB Statements No. 133 and 140" (`SFAS No. 155"). This Statement
      shall be effective for all financial instruments acquired, issued, or subject
      to
      a re-measurement (new basis) event occurring after the beginning of an entity's
      first fiscal year that begins after September 15, 2006. The fair value election
      provided for in paragraph 4(c) of this Statement may also be applied upon
      adoption of this Statement for hybrid financial instruments that had been
      bifurcated under paragraph 12 of Statement 133 prior to the adoption of this
      Statement. Earlier adoption is permitted as of the beginning of an entity's
      fiscal year, provided the entity has not yet issued financial statements,
      including financial statements for any interim period, for that fiscal year.
      Management does not expect adoption of SFAS No. 155 to have a material impact
      on
      the Company's consolidated financial statements.





SFAS
      157,
      " *Fair
      Value Measurements* ",
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (GAAP), and expands disclosures about
      fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. Management does not expect adoption
      of
      SFAS No. 157 to have a material impact on the Company's consolidated financial
      statements.





In
      June
      2005, the Emerging Issues Task Force reached a consensus on Issue No. 05-6
      ("EITF No. 05-6"), " *Determining
      the Amortization Period for Leasehold Improvements Purchased after Lease
      Inception or Acquired in a Business Combination* ."
      EITF
      No. 05-6 clarifies that the amortization period for leasehold improvements
      acquired in a business combination or placed in service significantly after
      and
      not contemplated at or near the beginning of the lease term should be amortized
      over the shorter of the useful life of the assets or a term that includes the
      required lease periods and renewals that are reasonably assured of exercise
      at
      the time of the acquisition. EITF No. 05-6 is to be applied prospectively to
      leasehold improvements purchased or acquired in reporting periods beginning
      after June 29, 2005. The adoption of EITF No. 05-6 did not have a material
      impact on the Company's consolidated financial statements.





In
      June
      2006, the FASB issued FASB Interpretation ("FIN") No. 48, " *Accounting
      for Uncertainty in Income Taxes - an Interpretation of FASB Statement No.
      109* "
      ("FIN
      No. 48"). FIN No. 48 clarifies the accounting for uncertainty in income taxes
      recognized in an enterprise's financial statements in accordance with FASB
      Statement No. 109, "Accounting for Income Taxes". Fin No. 48 is effective for
      fiscal years beginning after December 15, 2005. Management does not expect
      adoption of FIN No. 48 to have a material impact on the Company's consolidated
      financial statements.


33


**2.
      Going Concern**





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





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





*
      Obtain
      the necessary approvals and permits to complete exploration and begin test
      production on our properties as warranted. An application for drilling on Twin
      Peaks Project has been submitted to theBureau of Land Management and is being
      reviewed by them. Additional applications are being prepared for the Twin Peaks
      Project and the Picacho Salton Project and are being reviewed for submission
      to
      Federal, State and local authorities.





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





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





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





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





*
      In
      calendar 2008 Management will launch an investor awareness and public relations
      campaign including coordinated and periodic release of information to the public
      via press releases, company newsletter and updates to the company’s web
      sites





*
      Attend
      and exhibit at industry and investment trade shows





*
      Acquire
      additional properties and/or corporations with properties as subsidiaries to
      advance the company's growth plans.





*
      Rearrange our finances for better return and insured coverage.





**3.
      Net Loss per Share**





The
      Company applies SFAS No. 128, “ *Earnings
      per Share”* to
      calculate loss per share. In accordance with SFAS No. 128, basic net loss per
      share has been computed based on the weighted average of common shares
      outstanding during the years, adjusted for the financial instruments outstanding
      that are convertible into common stock during the years. The effects of the
      preferred and common stock warrants and the debentures convertible into shares
      of common stock, however, have been excluded from the calculation of loss per
      share because their inclusion would be anti-dilutive. At September 30, 2007,
      the
      convertible financial instruments outstanding are convertible into 9,910,000
      shares of common stock.


34


Loss
      per
      share has been calculated as follows:





**30-Sep-07**
            
            **30-Sep-06**Net
                loss before cumulative preferred dividend
            
            $
            (3,176,745
            )
            $
            (837,551
            )Cumulative
                dividend preferred
            
            
            (20,978
            )
            
            (13,228
            )Net
                loss
            
            $
            (3,197,723
            )
            $
            (850,779
            )Weighted
                average
            
            
            33,844,237
            
            
            33,811,557Basic
                & fully diluted net loss per common share
            
            $
            (0.09
            )
            $
            (0.03
            )





**4.
      Concentrations of Credit**





The
      Company has deposits at a bank that are approximately $1.4 million in excess
      of
      insured amounts.





**5.
      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. In
      September 2007, the holder of the promissory note extended the maturity date
      until September 27, 2009 at the previous terms. The loss on the underlying
      derivative gold contract has been calculated as follows.





**30-Sep-07**
            
            **30-Sep-06**Carrying
                value of loan
            
            $
            750,553
            
            $
            693,343Fair
                value of loan
            
            
            1,205,484
            
            
            979,175Life
                to date loss on un-hedged underlying derivative
            
            $
            (454,931
            )
            $
            (285,832
            )





**6.
      Equipment**





A
      summary
      of equipment at September 30, 2007 and September 30, 2006 is as
      follows:





**30-Sep-07**
            
            **30-Sep-06**Office
                equipment
            
            $
            15,914
            
            $
            14,249Accumulated
                depreciation
            
            
            (10,483
            )
            
            (6,009
            )Net
                equipment
            
            $
            5,431
            
            $
            8,240





Depreciation
      expense for fiscal years 2007 and 2006 was $4,474 and $3,434,
      respectively.


35


**7.
      Fair values of Financial Instruments**





Cash,
      accounts payable and accrued expenses, subscriptions payable, Gold Bullion
      loan
      payable, convertible debentures payable and the advances payable to shareholder
      in the balance sheet are estimated to approximate fair market value at September
      30, 2007 and September 30, 2006.





**8.
      Issuances of Common Stock and Preferred Stock**





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





During
      fiscal year 2007, the Company issued 50,000 shares of stock to legal consultants
      for services rendered.





In
      the
      fourth quarter of fiscal year 2007, the Company opened an offering of 8,000,000
      shares of Class A common stock to the public under Regulation D of the
      Securities Exchange Act of 1934, as amended. Each unit consisting of one share
      of Class A common stock and a warrant to purchase one half of one share of
      Class
      A common stock was offered for sale at $.075. The holder of two warrants would
      enable the holder to purchase one share of Class A common stock for forty cents
      extending for a period of two years. The offering was closed by September 30,
      2007 and the Company received net subscription proceeds of $569,323. In October
      2007, the Company issued 8,273,332 shares of Class A common stock and warrants
      to purchase 4,136,666 shares of Class A common stock to the subscribers.





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





**9.**  **Preferred
      Stock Warrants Outstanding**





The
      following is a summary of preferred stock warrants outstanding at September
      30,
      2007:





**Preferred
      B Warrants Outstanding**





**Wgtd
                Avg**
            
            **Wgtd
                Years****Amount**
            
            **Exercise Price**
            
            **To
                Maturity**Outstanding
                at September 30, 2004
            
            
            0Issued
            
            
            155,000Outstanding
                at September 30, 2005
            
            
            155,000
            
            $
            0.25
            
            
            2.29Issued
            
            
            0Outstanding
                at September 30, 2006
            
            
            155,000
            
            $
            0.25
            
            
            1.55Issued
            
            
            0Outstanding
                at September 30, 2007
            
            
            155,000
            
            $
            0.25
            
            
            0.02




36


**10.
      Convertible Debenture**





During
      the fiscal year ended September 30, 2007, the Company issued convertible
      debentures with a face value of $1,200,000. The debentures are convertible
      into
      common stock at $0.125 per share. The debentures have an interest rate of 5%
      and
      mature in December 2009 to September 2010. As a result of the issuance of the
      debentures, the Company allocated $648,098 to stockholders’ equity as a result
      of the favorable conversion feature of the debentures. The Company is amortizing
      the beneficial conversion feature to interest expense over the life of the
      debenture.





The
      balance of the convertible debt at September 30, 2007 is as
      follows:




Convertible
                debt payable
            
            $
            1,200,000Unamortized
                beneficial conversion feature
            
            
            (560,230
            )Net
                convertible debt payable
            
            $
            639,770





**11.**  **Income
      Tax Provision**





Provision
      for income taxes is comprised of the following:





**30-Sep-07**
            
            **30-Sep-06**Net
                loss before provision for income taxes
            
            $
            (3,176,745
            )
            $
            (837,551
            )Current
                tax expense:Federal
            
            $
            0
            
            $
            0State
            
            
            0
            
            
            0Total
            
            $
            0
            
            $
            0Less
                deferred tax benefit:Timing
                differences
            
            
            (651,774
            )
            
            (442,125
            )Allowance
                for recoverability
            
            
            651,774
            
            
            442,125Provision
                for income taxes
            
            $
            0
            
            $
            0A
                reconciliation of provision for income taxes at the statutory rate
                to
                provision for income taxes at the Company's effective tax rate is
                as
                follows:Statutory
                U.S. federal rate
            
            
            34
            %
            
            34
            %Statutory
                state and local income tax
            
            
            10
            %
            
            10
            %Less
                allowance for tax recoverability
            
            
            -44
            %
            
            -44
            %Effective
                rate
            
            
            0
            %
            
            0
            %Deferred
                income taxes are comprised of the following:Timing
                differences
            
            $
            651,774
            
            $
            442,125Allowance
                for recoverability
            
            
            (651,774
            )
            
            (442,125
            )Deferred
                tax benefit
            
            $
            0
            
            $
            0





Note:
      The
      deferred tax benefits arising from the timing differences begin to expire in
      fiscal year


2026
      and
      2027 and may not be recoverable upon the purchase of the Company under current
      IRS statutes.


37


**12.
      Related Party Transactions**





During
      fiscal years 2007 and 2006, the chief executive officer and majority shareholder
      provided office space to the Company. The Company paid $36,559 and $38,883
      in
      fiscal years 2007 and 2006, respectively, for the use of the office and storage
      space.





During
      fiscal year 2007, the chief executive officer and majority shareholder advanced
      $196,014 to The Company for use in its operations at no interest. The Company
      has imputed interest on the advances at its cost of capital and has recorded
      an
      interest charge of $9,249 on the advances in the statement of
      operations.





During
      fiscal years 2007 and 2006, the Company paid $119,830 and 37,874, respectively,
      to consultants, some of whom are shareholders, for promotional, marketing,
      and
      clerical services.





**13.
      Subsequent Events**





In
      October 2007, the Company issued 8,273,332 shares of Class A common stock and
      warrants to purchase 4,136,666 Class A common stock to the subscribers as
      discussed in Note 7.





In
      October 2007, 10,000 shares of preferred B stock were converted into 20,000
      shares of Class A common stock.


In
      addition, in October 2007, all 155,000 of the preferred B stock warrants
      expired.





In
      October 2007, $300,000 of the convertible debentures was converted into 2.4
      million restricted shares of Class A common stock.





In
      October 2007, the Company issued 6.8 million shares of common stock to various
      consultants for services rendered in the areas of marketing, investor relations,
      public relations, technical, professional and corporate advice.





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





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





ITEM
      8A.
      CONTROLS AND PROCEDURES





(a)
      Evaluation of disclosure and controls and procedures. Our Chief Executive
      Officer and Acting Chief Financial Officer have evaluated the effectiveness
      of
      the design and operation of our disclosure controls and procedures as of
      September 30, 2007. This evaluation was carried out under the supervision and
      with the participation of our management, including our principal executive
      officer and principal financial officer. Based on this evaluation, these
      officers have concluded that the design and operation of our disclosure controls
      and procedures are effective.





(b)
      Changes in internal controls. There were no significant changes to our internal
      controls or in other factors that could significantly affect internal controls
      subsequent to the date of their most recent evaluation.





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


38





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 “Class
      B” 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
            
            66
            
            Chief
                Executive Officer, acting Chief Financial Officer and
                ChairmanLarry
                Dietz
            
            60
            
            President,
                Secretary, Treasurer and DirectorCarl
                W. O’Baugh
            
            76
            
            DirectorJudith
                Ahrens
            
            67
            
            Director





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





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





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





**Larry
      Dietz** ,
      the
      Company’s President and Director since January 2002, and Secretary-Treasurer
      since June 2006 and has a 20-year association with the Twin peaks property
      and
      is former President of a prior corporate owner of the Twin Peaks claims. He
      served as President of Dietz and Associates, a mining consultancy, since 1982
      and He is an expert in Arizona’s geology. Dietz authored the Arizona Mineral
      Industry Location System, a database identifying all known mineral occurrences
      in the state. He is Registered Expert Witness with the Technical Advisory
      Services for Attorneys. Associate member of the Society of Mining Engineers
      of
      the American Institute of Mining, Metallurgical and Petroleum Engineers. Mr.
      Dietz currently works full time for PacifiCare at the Arizona State Retirement
      System. He devotes less than 15% of his time to USCorp





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





**Judith
      Ahrens** an
      Independent Director of the Company since July 2003. Ms. Ahrens is a former
      lobbyist in Washington DC and has worked in public relations for National and
      State elected officials. From 2000 to 2006 Ms. Ahrens worked full time for
      National Grants Conferences. She is now working full time in Presidential
      Campaign work. She devotes less than 10% of her time to USCorp.





(a)
      Family relationships.





There
      are
      no family relationships among the officers or directors.





(b)
      Involvement in certain legal proceedings.





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


39





(c)
      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 Annual Report as Exhibit 14.





COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT





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





Based
      solely on current management’s review of the copies of such forms received by it
      from former management, the Company believes that, during the year ended
      September 30, 2007 its officers, directors, and greater than ten-percent
      beneficial owners complied with all applicable filing requirements.





ITEM
      10.
      EXECUTIVE AND DIRECTOR COMPENSATION





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





ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





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





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


40




ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





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




PART
      IV





ITEM
      13.
      EXHIBITS





(A)
      EXHIBITS





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





*
      Previously filed





ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





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





The
      Audit
      Committee has reviewed and discussed the fees paid to Donahue Associates, LLC
      for the reports covering fiscal 2006 and 2007 for audit, audit-related, tax
      and
      other services.





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





The
      aggregate fees billed for the fiscal years ended September 30, 2006 and
      September 30, 2007 for professional services rendered by Donahue Associates,
      LLC
      for the audit of the Company’s financial statements were $6,300 for fiscal 2006
      and $7,500 for audit and quarterly review of interim financial statements filed
      on Form 10QSB, respectively, during fiscal 2007.





Audit-Related
      Fees





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





Tax
      Fees





Donahue
      Associates, LLC has provided professional services for tax compliance, tax
      advice and tax planning in the amount of $450 during fiscal 2007.





Other
      Fees





No
      other
      fees were paid to Donahue Associates, LLC.




41





SIGNATURES





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




USCORP.Dated: January
                10, 2008
            By:
            /s/ Larry
                DietzLarry
                DietzPresident,
                Secretary-Treasurer and Director




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




Signature
            
            Title
            
            Date/s/
                Robert Dultz
            
            Chairman
                and Chief Executive Officer
            
            January
                10, 2008Robert
                Dultz
            
            and
                acting Chief Financial Officer/s/
                Larry Dietz
            
            President,
                Secretary-Treasurer
            
            January
                10, 2008Larry
                Dietz
            
            and
                Director/s/
                Carl O’Baugh
            
            Director
            
            January
                10, 2008Carl
                O’Baugh/s/
                Judith Ahrens
            
            Director
            
            January
                10, 2008Judith
                Ahrens




42