Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

FORM 10-QSB/A
Amendment No. 2

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended June 30, 2005

or

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _____ to _______

Commission File Number 000-19061

USCORP

(Exact name of registrant as specified in its charter)

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

4535 W. SAHARA AVE. SUITE 204
Las Vegas, NV 89102
_______________
(Address of principal executive offices)

(702) 933-4034
_______________
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [_]

As of June 30, 2005, the Registrant had 32,321, 431 shares of Common Stock, par value $.01, outstanding.
 
 
***

Explanatory Note: This amendment Number 2 to the quarterly reports on Form 10-QSB/A for the periods ended December 31, 2004, March 31, 2005 and June 30, 2005 is being filed in order to delete references to “reserves” and “development”, to correct the misuse of the term “option” in relation to the Company’s acquisition of the Kingman Area Claims; to expand the disclosures in Management’s Discussion and Analysis or Plan of Operation, and in the Notes to the Consolidated Financial Statements.
 
This 10-QSB/A also amends the Consolidated Balance Sheets and Consolidated Statement of Operations and accompanying statements for the years ending September 30, 2004 and 2003 in that the mining rights have been impaired and expensed.
 
This amended report on form 10-QSB/A is being filed to include the exhibits that were inadvertently not included with the previous filing.

USCORP
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
      
       
Item 1. Financial Statements
 
  
 
       
Independent Auditors Report
 
3
 
       
Consolidated Balance Sheet as of March 31, 2005 (unaudited)
 
4
 
       
Consolidated Statements of Operations for the Six and Three Months Ended March 31, 2005 and 2004 (unaudited)
 
5
  
       
Consolidated Statements of Shareholders' Equity as of March 31, 2005 (unaudited)
 
6
  
       
Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2005 (unaudited)
 
7
  
       
Notes to Consolidated Financial Statements (unaudited)
 
8
 
       
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
13
  
       
Item 3. Controls and Procedures
 
17
 
       
PART II -- OTHER INFORMATION
 
    
       
Item 6. Exhibits
 
18
 
       
SIGNATURES
 
19
 




PART I     FINANCIAL INFORMATION
DONAHUE ASSOCIATES, LLC
Certified Public Accountants
27 Beach Road Suite CO5A
Monmouth Beach, NJ 07750
Tel. 732-229-7723
 

The Shareholders
USCorp
(an Exploration Stage Company)

We have reviewed the accompanying consolidated balance sheets of USCorp as of December 31, 2004 and the related statements of operations, cash flows, and changes in stockholders' equity for the three months ended December 31, 2004 and 2003. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our review.

We conducted our review in accordance with reviewing standards generally accepted by the Public Company Accounting Oversight Board in the United States of America. Those standards require that we plan and perform the review to obtain reasonable assurance about whether the financial statements are free of material misstatement. A review includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A review also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our review provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of USCorp as of the dates referred to above and the related consolidated statements of operations and consolidated statement of changes in shareholders’ equity and cash flows for the period then ended then ended in conformity with generally accepted accounting principles generally accepted in the United States of America.

As more fully discussed in Note 2 to the consolidated financial statements, there are significant matters concerning the Company that raise substantial doubt as to the ability of the Company to continue as a going concern. Management’s plans with regard to these matters are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classifications of recorded liabilities that might be necessary in the event that the Company cannot continue in existence.

/s/ Donahue Associates, L.L.C.
DONAHUE ASSOCIATES, L.L.C.

Monmouth Beach, New Jersey
January 27, 2004
 
3
 
USCorp
(an exploration stage Company)
Balance Sheet
As of December 31, 2004 and September 30, 2004
 
   
As restated
      
   
Unaudited
  
As restated
  
ASSETS
  
12/31/2004
  
9/30/2004
  
           
Current assets:
          
Cash
 
$
20,871
  
$
16,781
  
               
Total current assets
    
20,871
   
16,781
 
               
Other assets:
              
Equipment- net
    
2,165
   
2,417
 
               
Total assets
  
$
23,036
  
$
19,198
  
               
LIABILITIES AND SHAREHOLDERS' EQUITY
              
               
Current liabilities:
              
Accounts payable & accrued expenses
  
$
39,547
  
$
38,797
  
Subscriptions payable-net
    
61,057
   
49,657
 
Advance payable to shareholder
    
45,065
   
44,167
 
               
Total current liabilities
    
145,669
   
132,621
 
               
Shareholders' equity:
              
Series A preferred stock, one share convertible to two shares of common; 10% stated dividend, stated value $0.50, 10,000,000 shares authorized, no shares outstanding at September 30, 2004 and September 30, 2003
  
$
0
  
$
0
  
Series B preferred stock, one share convertible to two shares of common; 10% cumulative stated dividend, stated value $0.50, 50,000,000 shares authorized, no shares outstanding at September 30, 2004 and September 30, 2003
    
0
   
0
 
Common stock- $.01 par value, authorized 100,000,000 shares, issued and outstanding, 29,531,459 shares at September 30, 2004 and December 31, 2004
    
297,814
   
295,314
 
Additional paid in capital
    
6,763,216
   
6,685,716
 
               
Accumulated deficit
   
(7,183,663
)
  
(7,094,453
)
               
Total shareholders' equity
    
(122,633
)
  
(113,423
)
               
Total Liabilities & Shareholders' Equity
  
$
23,036
  
$
19,198
  

See the notes to the financial statements.

4

USCorp
(an exploration stage Company)
Unaudited Statements of Operations
For the Quarters Ended December 31, 2004 and December 31, 2003
and from Inception, May 1989 through December 31, 2004
 
       
 As Restated
  
   
10/1/04 to
  
10/1/03 to
  
Inception
  
   
12/31/2004
  
12/31/2003
  
to Date
  
General and administrative expenses:
              
Consulting
  
$
41,724
  
$
26,978
  
$
2,794,513
  
                     
Administration
    
40,708
   
13,451
   
3,330,287
  
License expense
    
0
   
0
   
109,532
 
Professional fees
    
5,880
   
2,480
   
340,499
 
                     
Total general & administrative expenses
    
88,312
   
42,909
   
6,574,831
  
                     
Net loss from operations
    
(88,312
)
  
(42,909
)
  
(6,574,831
)
                     
Other income (expenses):
                    
Interest expense
    
(898
)
  
(3,287
)
  
(8,832
)
Loss on mining claim
    
0
   
0
   
(600,000
)
                     
Net loss before provision for income taxes
    
(89,210
)
  
(46,196
)
  
(7,183,663
)
                     
Provision for income taxes
    
0
   
0
   
0
 
                     
Net loss
  
$
(89,210
)
$
(46,196
)
  
(7,183,663
)
                     
                     
Basic & fully diluted net loss per common share
  
$
(0.00
)
$
(0.00
)
      
                     
Weighted average of common shares outstanding:
                    
Basic & fully diluted
    
29,549,041
   
26,758,448
       
 
See the notes to the financial statements.
 
5

USCorp
(an exploration stage Company)
Unaudited Statements of Cash Flows
 For the Quarters Ended December 31, 2004 and December 31, 2003
and from Inception, May 1989 through December 31, 2004
 
       
As Restated
  
   
10/1/04 to
  
10/1/03 to
  
Inception
  
   
12/31/2004
  
12/31/2003
  
to Date
  
Operating Activities:
              
Net loss
 
$
(89,210
)
$
(46,196
)
$
(7,183,663
)
Adjustments to reconcile net income items not requiring the use of cash:
                    
Loss on sale of mining claim
    
0
   
0
   
600,000
 
Consulting fees
    
32,000
   
20,448
   
1,978,492
 
Depreciation expense
    
252
         
835
 
Impairment expense
                
2,449,466
  
Interest expense
    
898
   
3,287
   
8,832
 
Changes in other operating assets and liabilities :
                    
Accounts payable and accrued expenses
    
750
   
(23,832
)
  
(302,999
)
Net cash used by operations
    
(55,310
)
  
(46,293
)
  
(2,449,037
)
                     
Investing activities:
                    
Purchase of equipment
    
0
   
0
   
(3,000
)
Net cash used by investing activities
    
0
   
0
   
(3,000
)
                     
Financing activities:
                    
Issuance of common stock
    
48,000
   
0
   
2,088,539
 
Subscriptions received
    
15,168
   
0
   
118,343
 
Placement fees
    
(3,768
)
  
0
   
(5,518
)
Advance from shareholder
    
0
   
1,000
   
40,000
 
Capital contributed by shareholders
    
0
   
0
   
231,544
 
Net cash provided by financing activities
    
59,400
   
1,000
   
2,472,908
 
                     
Net increase (decrease) in cash during the fiscal year
    
4,090
   
(45,293
)
  
20,871
 
                     
Cash balance at beginning of the fiscal year
    
16,781
   
59,555
   
0
 
                     
Cash balance at end of the fiscal year
  
$
20,871
  
$
14,262
  
$
20,871
  
                     
Supplemental disclosures of cash flow information:
                    
Interest paid during the fiscal year
  
$
0
  
$
0
  
$
0
  
Income taxes paid during the fiscal year
  
$
0
  
$
0
  
$
0
  
 
See the notes to the financial statements.
 
6

USCorp
(an exploration stage Company)
Unaudited Statement of Changes in Shareholders Equity
 From October 1, 2004 to December 31, 2004
 As Restated

 
   
Common
 
Common
 
Paid in
 
Accumulated
      
   
Shares
  
Par Value
  
Capital
  
Deficit
 
Total
  
                       
Balance at October 1, 2003
    
25,793,073
  
$
257,931
  
$
6,685,716
  
$
(6,130,345
)
$
813,302
  
                                 
Issued stock to pay bills
    
1,069,945
   
10,699
   
460,077
         
470,776
 
                                 
Issued stock for services
    
56,800
    
568
   
19,880
         
20,448
 
                                 
Net loss for the period
                      
(46,196
)
  
(46,196
)
                                 
Balance at December 31, 2003
    
26,919,818
   
269,198
   
7,165,673
   
(6,176,541
)
  
3,707,796
 
                                 
Balance at September 30, 2004
    
29,531,459
   
295,314
   
6,685,716
   
(7,094,453
)
$
(113,423
)
                                 
Issuance of common stock
    
150,000
   
1,500
   
46,500
         
48,000
 
                                 
Issued stock for services
    
100,000
   
1,000
   
31,000
         
32,000
 
                                 
Net loss for the period
                      
(89,210
)
  
(89,210
)
                                 
Balance at December 31, 2004
    
29,781,459
 
$
297,814
  
$
6,763,216
  
$
(7,183,663
)
$
2,326,833
  
 
See the notes to the financial statements.
 
7

DONAHUE ASSOCIATES, LLC
Certified Public Accountants
27 Beach Road Suite CO5A
Monmouth Beach, NJ 07750
Tel. 732-229-7723
 

The Shareholders
USCorp
(an Exploration Stage Company)

We have reviewed the accompanying consolidated balance sheets of USCorp as of March 31, 2005 and the related statements of operations, cash flows, and changes in stockholders' equity for the six months ended March 31, 2005 and 2004. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our review.

We conducted our review in accordance with reviewing standards generally accepted by the Public Company Accounting Oversight Board in the United States of America. Those standards require that we plan and perform the review to obtain reasonable assurance about whether the financial statements are free of material misstatement. A review includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A review also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our review provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of USCorp as of the dates referred to above and the related consolidated statements of operations and consolidated statement of changes in shareholders’ equity and cash flows for the period then ended then ended in conformity with generally accepted accounting principles generally accepted in the United States of America.

As more fully discussed in Note 2 to the consolidated financial statements, there are significant matters concerning the Company that raise substantial doubt as to the ability of the Company to continue as a going concern. Management’s plans with regard to these matters are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classifications of recorded liabilities that might be necessary in the event that the Company cannot continue in existence.


/s/ Donahue Associates, L.L.C.
DONAHUE ASSOCIATES, L.L.C.

Monmouth Beach, New Jersey
May 9, 2005
 
8
 
USCorp
(an Exploration Stage Company)
  Balance Sheet
As of March 31, 2005 and September 30, 2004

   
As Restated
  
As Restated
  
   
Unaudited
  
Audited
  
 
3/31/2005
  
9/30/2004
  
           
Current assets:
          
Cash
 
$
4,864
  
$
16,781
  
               
Total current assets
    
25,540
   
16,781
 
               
Other assets:
              
Equipment- net
    
5,105
   
2,417
 
               
Total assets
  
$
9,969
  
$
19,198
  
               
LIABILITIES AND SHAREHOLDERS' EQUITY
              
               
Current liabilities:
              
Accounts payable & accrued expenses
  
$
6,298
  
$
38,797
  
Subscriptions payable-net
    
0
   
49,657
 
Notes payable to shareholder
    
0
   
44,167
 
               
Total current liabilities
    
6,298
   
132,621
 
               
Advances from shareholders
    
35,994
       
               
Shareholders' equity:
              
Series A preferred stock, one share convertible to eight shares of common; 10% stated dividend, stated value $0.50, 10,000,000 shares authorized, no shares outstanding
 
$
0
  
$
0
  
Series B preferred stock, one share convertible to eight shares of common; 10% cumulative stated dividend, stated value $0.50, 50,000,000 shares authorized, 155,000 shares outstanding
    
71,982
   
0
 
Common stock- $.01 par value, authorized 100,000,000 shares, issued and outstanding, 29,531,459 shares at September 30, 2004  and 30,411,431 at March 31, 2005
    
304,114
   
295,314
 
Additional paid in capital
    
6,853,116
   
6,685,716
 
               
Accumulated deficit
   
(7,261,535
)
  
(7,094,453
)
               
Total shareholders' equity
  
$
(32,323
)
$
(113,423
)
               
Total Liabilities & Shareholders' Equity
  
$
9,969
  
$
19,198
  

See the notes to the financial statements.
 
9
 
USCorp
(an Exploration Stage Company)
  Unaudited Statements of Operations
For the Six Months and Quarters Ended March 31, 2005 and March 31, 2004
and from Inception, May 1989 through March 31, 2005

                   
As Restated
  
   
10/1/04 to
  
10/1/03 to
  
1/1/2005 to
  
1/1/2004 to
  
Inception
  
   
3/31/2005
  
3/31/2004
  
3/31/2005
  
3/31/2004
  
to Date
  
General and administrative expenses:
                      
Consulting
    
54,189
   
56,641
   
13,481
   
29,663
   
2,806,978
 
                                 
Administration
    
79,624
   
42,244
   
79,624
   
17,793
   
3,369,203
 
License expense
    
45
   
700
   
(5,835
)
  
700
   
109,557
 
Professional fees
    
6,830
   
7,273
   
(81,482
)
  
4,793
   
341,449
 
                                 
Total general & administrative expenses
    
140,688
   
106,858
   
5,788
   
63,949
   
6,627,207
 
                                 
Net loss from operations
    
(140,688
)
  
(106,858
)
  
(5,788
)
  
(63,949
)
  
(6,627,207
)
                                 
Other income (expenses):
                                
Interest expense
    
(2,394
)
  
(3,706
)
  
(2,394
)
  
(419
)
  
(10,328
)
Loss on mining claim
    
0
   
0
   
0
   
0
   
(600,000
)
                                 
Net loss before provision for income taxes
    
(143,082
)
  
(110,564
)
  
(8,182
)
  
(64,368
)
  
(7,237,535
)
                                 
Provision for income taxes
    
0
   
0
   
0
   
0
   
0
 
                                 
Net loss before extraordinary item
    
(143,082
)
  
(110,564
)
  
(8,182
)
  
(6,438
)
  
(7,237,535
)
                                 
Extraordinary item:
                                
debt conversion (net of tax)
    
(24,000
)
  
0
   
0
   
0
   
(24,000
)
                                 
Net loss
    
(167,082
)
  
(110,564
)
  
(8,182
)
  
64,368
   
(7,261,535
)
                                 
                                 
Basic & fully diluted net loss per common share
    
(0.01
)
  
0.00
   
0.00
   
0.00
       
                                 
Weighted average of common shares outstanding:
                                
Basic & fully diluted
    
29,827,947
   
26,898,968
   
30,113,034
   
27,040,818
       
 
See the notes to the financial statements.
 
10

USCorp
(an Exploration Stage Company)
Unaudited Statements of Cash Flows
For the six Months and Quarters Ended March 31, 2005 and March 31, 2004
and from Inception, May 1989 through March 31, 2005

           
As restated
  
   
10/1/04 to
  
10/1/03 to
  
Inception
  
   
3/31/2005
  
3/31/2004
  
to Date
  
Operating Activities:
              
Net loss
 
$
(167,082
)
$
(110,564
)
$
(7,261,535
)
Adjustments to reconcile net income items not requiring cash:
                    
Loss on sale of mining claim
    
0
   
0
   
600,000
 
Consulting fees
    
64,200
   
41,448
   
2,010,692
 
Depreciation expense
    
893
   
0
   
1,476
 
Interest expense
    
2,394
   
3,706
   
10,328
 
Impairment expense
    
0
   
0
   
2,466,449
  
Debt conversion (net of tax)
    
24,000
   
0
   
24,000
 
Changes in other operating assets and liabilities :
                    
Accounts payable and accrued expenses
    
(32,499
)
  
(43,832
)
  
(336,248
)
Net cash used by operations
    
(108,094
)
  
(109,242
)
  
(2,501,821
)
                     
Investing activities:
                    
Purchase of equipment
    
(3,581
)
  
(3,000
)
  
(6,581
)
Net cash used by investing activities
    
(3,581
)
  
(3,000
)
  
(6,581
)
                     
Financing activities:
                    
Issuance of common stock
    
48,000
   
60,000
   
2,088,539
 
Issuance of preferred stock
    
27,843
   
0
   
27,843
 
Subscriptions received
    
0
   
0
   
123,952
 
Placement fees
    
(5,518
)
  
0
   
(5,518
)
Advance from shareholder
    
29,433
   
1,000
   
46,906
 
Capital contributed by shareholders
    
0
   
0
   
231,544
 
Net cash provided by financing activities
    
99,758
   
61,000
   
2,513,266
 
                     
Net increase (decrease) in cash during the fiscal year
    
(11,917
)
  
(51,242
)
  
4,864
 
Cash balance at beginning of the fiscal year
    
16,781
   
59,555
   
0
 
Cash balance at end of the fiscal year
  
$
4,864
  
$
8,313
  
$
4,864
  
                     
Supplemental disclosures of cash flow information:
                    
Interest paid during the fiscal year
  
$
0
  
$
0
  
$
0
  
Income taxes paid during the fiscal year
  
$
0
  
$
0
  
$
0
  
 
See the notes to the financial statements.
 
11

USCorp
(an Exploration Stage Company)
Unaudited Statement of Changes in Shareholders Equity
From October 1, 2004 to March 31, 2005 and
From October 1, 2003 to March 31, 2004
 As Restated
 
   
Common
 
Common
 
Paid in
 
Preferred
  
Preferred
  
Accumulated
      
   
Shares
  
Par Value
  
Capital
  
Shares
  
Value
  
Deficit
 
Total
  
                               
Balance at October 1, 2003
    
25,793,073
  
$
257,931
  
$
5,366,425
    
0
 
$
0
  
$
(6,130,345
)
$
(505,989
)
                                             
Issuance of common stock
    
150,000
    
1,500
   
58,500
                     
60,000
 
                                             
Issued stock to pay bills
    
1,069,945
   
10,699
   
460,077
                     
470,776
 
                                             
Issued stock for services
    
116,800
    
1,168
   
40,280
                     
41,448
 
                                             
Net loss for the period
                                  
(110,564
)
  
(110,564
)
                                             
Balance at March 31, 2004
    
27,129,818
 
$
271,298
  
$
5,925,282
    
0
 
$
0
  
$
(6,240,909
)
$
(44,329
)
                                             
                                             
                                             
                                             
Balance at October 1, 2004
    
29,531,459
 
$
295,314
  
$
6,685,716
    
0
 
$
0
  
$
(7,094,453
)
$
(113,423
)
                                             
Issuance of common stock
    
150,000
   
1,500
   
46,500
                     
48,000
 
                                             
Issued stock for services
    
330,000
   
3,300
   
60,900
                     
64,200
 
                                             
Issued stock to pay debt
    
400,000
   
4,000
   
60,000
                     
64,000
 
                                             
Issuance of preferred stock
                      
155,000
   
71,982
         
71,982
 
                                             
Net loss for the period
                                  
(167,082
)
  
(167,082
)
                                             
Balance at March 31, 2005
    
30,411,459
 
$
304,114
  
$
6,853,116
    
155,000
 
$
71,982
  
$
(7,261,535
)
$
(32,323
)
 
See the notes to the financial statements.
 
12

DONAHUE ASSOCIATES, LLC
Certified Public Accountants
27 Beach Road Suite CO5A
Monmouth Beach, NJ 07750
Tel. 732-229-7723
 

The Shareholders
USCorp
(an Exploration Stage Company)

We have reviewed the accompanying consolidated balance sheets of USCorp as of June 30, 2005 and the related statements of operations, cash flows, and changes in stockholders' equity for the nine months ended June 30, 2005 and 2004. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our review.

We conducted our review in accordance with reviewing standards generally accepted by the Public Company Accounting Oversight Board in the United States of America. Those standards require that we plan and perform the review to obtain reasonable assurance about whether the financial statements are free of material misstatement. A review includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A review also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our review provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of USCorp as of the dates referred to above and the related consolidated statements of operations and consolidated statement of changes in shareholders’ equity and cash flows for the period then ended then ended in conformity with generally accepted accounting principles generally accepted in the United States of America.

As more fully discussed in Note 2 to the consolidated financial statements, there are significant matters concerning the Company that raise substantial doubt as to the ability of the Company to continue as a going concern. Management’s plans with regard to these matters are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classifications of recorded liabilities that might be necessary in the event that the Company cannot continue in existence.

/s/ Donahue Associates, L.L.C.
DONAHUE ASSOCIATES, L.L.C.

Monmouth Beach, New Jersey
August 2, 2005
 
13
 
USCorp
(an Exploration Stage Company)
Balance Sheet
As of June 30, 2005 and September 30, 2004

   
As Restated
  
As Restated
  
   
Unaudited
  
Audited
  
ASSETS
  
6/30/2005
  
9/30/2004
  
           
Current assets:
          
Cash
 
$
25,540
  
$
16,781
  
               
Total current assets
    
25,540
   
16,781
 
               
Other assets:
              
Equipment- net
    
4,559
   
2,417
 
               
Total assets
  
$
30,099
  
$
19,198
  
               
LIABILITIES AND SHAREHOLDERS' EQUITY
              
               
Current liabilities:
              
Accounts payable & accrued expenses
  
$
7,576
  
$
38,797
  
Subscriptions payable-net
    
0
   
49,657
 
Notes payable to shareholder
    
0
   
44,167
 
               
Total current liabilities
    
7,576
   
132,621
 
               
Advances to shareholders
    
85,195
       
               
Shareholders' equity:
              
Series A preferred stock, one share convertible to eight shares of common; 10% stated dividend, stated value $0.50, 10,000,000 shares authorized, no shares outstanding
 
$
0
  
$
0
  
Series B preferred stock, one share convertible to eight shares of common; 10% cumulative stated dividend, stated value $0.50, 50,000,000 shares authorized, 155,000 shares outstanding
    
71,982
   
0
 
Common stock- $.01 par value, authorized 100,000,000 shares, issued and outstanding, 29,531,459 shares at September 30, 2004 and 32,321, 431 at June 30, 2005
    
323,214
   
295,314
 
Additional paid in capital
    
7,082,316
   
6,685,716
 
               
Accumulated deficit
   
(7,540,184
)
  
(7,094,453
)
               
Total shareholders' equity
    
(62,672
)
  
(113,423
)
               
Total Liabilities & Shareholders' Equity
  
$
30,099
  
$
19,198
  
 
See the notes to the financial statements.
 
14
 
USCorp
(an Exploration Stage Company)
Unaudited Statements of Operations
For the Nine Months and Quarters Ended June 30, 2005 and June 30, 2004
and from Inception, May 1989 through June 30, 2005

 
                   
As Restated
  
   
10/1/04 to
  
10/1/03 to
  
5/1/2005
  
5/1/2004
  
Inception
  
   
6/30/2005
  
6/30/2004
  
6/30/2005
  
6/30/2004
  
to Date
  
General and administrative expenses:
                      
Consulting
  
$314,765
  
$217,332
  
$260,576
  
$160,691
  
$3,067,554
  
                            
Administration
  
 94,831
 
 109,460
 
 15,207
 
 67,330
 
 3,384,410
  
License expense
  
 245
 
 2,275
 
 200
 
 1,461
 
 109,777
 
Professional fees
  
 9,230
 
 13,933
 
 2,400
 
 6,660
 
 343,849
 
                            
Total general & administrative expenses
  
 419,071
 
 343,000
 
 278,383
 
 236,142
 
 6,905,590
  
                            
Net loss from operations
  
 (419,071)
  
 (343,000)
  
 (278,383)
  
 (236,142)
  
 (6,905,590)
  
                            
Other income (expenses):
                           
Interest expense
  
 (2,660)
  
 (3,758)
  
 (266)
  
 (52)
  
 (10,594)
  
Loss on mining claim
  
 0
 
 0
 
 0
 
 0
 
 (600,000)
  
                            
Net loss before provision for income taxes
  
 (421,731)
  
 (346,758)
  
 (278,649)
  
 (236,194)
  
 (7,516,184)
  
                            
Provision for income taxes
  
 0
 
 0
 
 0
 
 0
 
 0
 
                            
Net loss before extraordinary item
  
 (421,731)
  
 (346,758)
  
 (278,649)
  
 (236,194)
  
 (7,516,184)
  
                            
Extraordinary item:
                           
Debt conversion (net of tax)
  
 (24,000)
  
 0
 
 0
 
 0
 
 (24,000)
  
                            
                            
Net loss
  
$
(445,731
)
$
(346,758
)
$
(278,649
)
$
(236,194
)
$
(7,540,184
)
                                 
                                 
Basic & fully diluted net loss per common share
  
$
(0.01
)
$
(0.01
)
$
(0.01
)
$
(0.01
)
      
                                 
Weighted average of common shares outstanding:
                                
Basic & fully diluted
    
30,577,709
   
27,059,984
   
32,088,017
   
27,384,820
       
 
See the notes to the financial statements.
 
15

USCorp
(an Exploration Stage Company)
Unaudited Statements of Cash Flows
For the Nine Months and Quarters Ended June 30, 2005 and June 30, 2004
and from Inception, May 1989 through June 30, 2005

           
As Restated
  
   
10/1/04 to
  
10/1/03 to
  
Inception
  
   
3/31/2005
  
3/31/2004
  
to Date
  
Operating Activities:
              
Net loss
 
$
(445,731
)
$
(110,564
)
$
(7,540,184
)
Adjustments to reconcile net income items not requiring the use of cash:
                    
Loss on sale of mining claim
    
0
   
0
   
600,000
 
Consulting fees
    
312,500
   
41,448
   
2,258,992
 
Depreciation expense
    
1,439
   
0
   
2,022
 
Interest expense
    
2,660
   
3,706
   
9,316
 
Impairment expense
                
2,449,466
  
Debt conversion (net of tax)
    
24,000
   
0
   
24,000
 
Changes in other operating assets and liabilities :
                    
Accounts payable and accrued expenses
    
(31,221
)
  
(43,832
)
  
(334,970
)
Net cash used by operations
    
(136,353
)
  
(109,242
)
  
(2,531,358
)
                     
Investing activities:
                    
Purchase of equipment
    
(3,581
)
  
(3,000
)
  
(6,581
)
Net cash used by investing activities
    
(3,581
)
  
(3,000
)
  
(6,581
)
                     
Financing activities:
                    
Issuance of common stock
    
48,000
   
60,000
   
2,088,539
 
Issuance of preferred stock
    
27,843
   
0
   
27,843
 
Subscriptions received
    
0
   
0
   
123,952
 
Placement fees
    
(5,518
)
  
0
   
(5,518
)
Advance from shareholder
    
78,368
   
1,000
   
97,119
 
Capital contributed by shareholders
    
0
   
0
   
231,544
 
Net cash provided by financing activities
    
148,693
   
61,000
   
2,563,479
 
                     
Net increase (decrease) in cash during the fiscal year
    
8,759
   
(51,242
)
  
25,540
 
                     
Cash balance at beginning of the fiscal year
    
16,781
   
59,555
   
0
 
                     
Cash balance at end of the fiscal year
  
$
25,540
  
$
8,313
  
$
25,540
  
                     
Supplemental disclosures of cash flow information:
                    
Interest paid during the fiscal year
  
$
0
  
$
0
  
$
0
  
Income taxes paid during the fiscal year
  
$
0
  
$
0
  
$
0
  
 
See the notes to the financial statements.
 
16
 
USCorp
(an Exploration Stage Company)
Unaudited Statement of Changes in Shareholders Equity
From October 1, 2004 to March 31, 2005 and
From October 1, 2003 to March 31, 2004
As Restated

   
Common
 
Common
 
Paid in
 
Preferred
  
Preferred
  
Accumulated
      
   
Shares
  
Par Value
  
Capital
  
Shares
  
Value
  
Deficit
 
Total
  
                               
Balance at October 1, 2003
    
25,793,073
  
$
257,931
  
$
5,366,425
    
0
 
$
0
  
$
(6,130,345
)
$
(505,989
)
                                             
Issuance of common stock
    
150,000
    
1,500
   
58,500
                     
60,000
 
                                             
Issued stock to pay bills
    
1,069,945
   
10,699
   
460,077
                     
470,776
 
                                             
Issued stock for services
    
116,800
    
1,168
   
40,280
                     
41,448
 
                                             
Issued stock for services
    
339,050
    
3,391
   
166,134
                     
169,525
 
                                             
Issuance of common stock
    
400,000
    
4,000
   
116,000
                     
120,000
 
                                             
Net loss for the period
                                   
(346,758
)
  
(346,758
)
                                             
Balance at June 30, 2004
    
27,868,868
 
$
278,689
  
$
6,207,416
    
0
 
$
0
  
$
(6,477,103
)
$
9,002
  
                                             
                                             
Balance at October 1, 2004
    
29,531,459
 
$
295,314
  
$
6,685,716
    
0
 
$
0
  
$
(7,094,453
)
$
(113,423
)
                                             
Issuance of common stock
    
150,000
   
1,500
   
46,500
                     
48,000
 
                                             
Issued stock for services
    
2,240,000
   
22,400
   
290,100
                     
312,500
 
                                             
Issued stock to pay debt
    
400,000
   
4,000
   
60,000
                     
64,000
 
                                             
Issuance of preferred stock
                      
155,000
   
71,982
         
71,982
 
                                             
Net loss for the period
                                  
(445,731
)
  
(445,731
)
                                             
Balance at June 30, 2005
    
32,321,459
 
$
323,214
  
$
7,082,316
    
155,000
 
$
71,982
  
$
(7,540,184
)
$
(62,672
)

See the notes to the financial statements.
 
17
 
USCorp
(an Exploration Stage Company)
Unaudited Notes to the Financial Statements
For the Nine Months and Quarters Ended June 30, 2005 and June 30, 2004

1.    
Organization of the Company and Significant Accounting Principles

USCorp. (the “Company”) is a publicly held corporation formed in May 1989 in the state of Nevada as The Movie Greats Network, Inc. In August 1992, the Company changed its name to The Program Entertainment Group, Inc. and in August 1997 the Company changed its name to Santa Maria Resources, Inc. In September 2000 the Company changed its name to Fantasticon, Inc. and in January 2002 the Company changed its name to US Corp.

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

The Company, through its wholly owned subsidiary, USMetals, owns 141 Lode Mining Claims in the Eureka Mining District of Yavapai County, Arizona, called the Twin Peaks Mine; and through its wholly owned subsidiary Southwest Resource Development, Inc., owns 8 Lode and 21 Placer Claims in the Mesquite Mining District of Imperial County, California, which the Company refers to as the Chocolate Mountain Region Claims and one Lode and one Placer claim in the Pilgrim Mining District of Mohave County, Arizona which the Company refers to as the Kingman Area Claims.

The Company has no business operations to date.

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

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

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

Shareholder Loans Payable- The Company applies Emerging Issues Task Force (EITF) No. 98-5, Accounting for Convertible Debt Issued with Beneficial Conversion Features. EITF No.98-5 requires that a beneficial conversion feature be recognized upon the issuance of the debt with a favorable conversion feature, and the resultant debt discount be amortized to interest expense during the period from the date of issuance to the date the securities become convertible.
 
18
 
Property and Equipment- Property and equipment are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful life of the asset, which is estimated at three years.

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

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

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

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

2.    
Going Concern

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

Management’s plans with regard to this matter are as follows:
 
19
 
- Raise capital to complete the company’s mining plan of operations.
- Complete exploration and drilling on claims of the Twin Peaks Mine and Chocolate Mountain Region Claims.
- Complete testing operations on all properties.
- Complete reports and feasibility studies on the Twin Peaks Mine and Chocolate Mountain Region Claims.
- Bring the Twin Peaks Mine and Chocolate Mountain Region Claims to full-scale commercial mining.
- Obtain a credit facility based in part on the value of its proven reserves when necessary and if appropriate given market conditions.

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. Fully diluted loss per share includes the dilutive effects of outstanding common stock equivalents. There are no financial instruments convertible into common stock at June 30, 2005.

   
2004
  
2003
  
           
Shares outstanding
    
32,321,461
    
25,793,073
  
               
Weighted average
    
30,577,709
    
25,352,944
 

4. Related Party Transactions

The Company is provided office space by the chief executive officer and majority shareholder at no cost to the Company.

In September 2003, the Company issued convertible debt at no interest to shareholders in the Company and received proceeds of $40,000. The debt matured in September 2004 and entitled the shareholders to convert the debt into 100,000 shares of common stock at an exercise price of $0.40 per share. The Company recorded a beneficial conversion feature of $3,767 as a result of the transaction and amortized the beneficial conversion feature to interest expense during fiscal year 2004. In addition, the Company imputed interest on the shareholder advance of 10% and recorded the interest expense in the statement of operations.

This debt and the attendant detachable warrants were extinguished by the Company in February 2005 by issuing 400,000 shares of common stock. The Company recognized a loss on the retirement of this debt of $24,000, net of tax, in the statement of operations.

The majority shareholder and president of the Company advanced the Company $85,195 during fiscal year 2005 at no interest. The Company imputed interest at the Company’s cost of capital of 8% and recorded $2,660 in interest expense for the nine months ended June 30, 2005.
 
20

 
5. Property and Equipment

A summary of equipment is as follows:

   
6/30/2005
  
9/30/2004
  
           
Office equipment
    
6,581
   
3,000
 
Accumulated depreciation
    
(2,022
)
  
(583
)
               
Net property & equipment
  
$
4,559
  
$
2,417
  
 
6. Issuances of Common stock

In December 2004, the Company issued 150,000 shares of common stock and received proceeds of $48,000. In addition, the Company issued 330,000 shares of common stock to consultants for services rendered. In April 2005, the Company issued 1,910,000 shares of common stock for services.

7. Issuance of Preferred Stock

In June 2004, the Company offered a private placement of 6 million units. Each unit of the private placement contained on share of preferred stock and one warrant at a price of $0.50 per unit. The offer terminates in January 2005.

Each preferred share is convertible into two common shares at any time at the election of the preferred shareholder. Each warrant represents the right of the holder to purchase one additional preferred share at a price of $0.50 during the two-year period following the date of their issuance. The Company may call the warrants at any time at a redemption price of $0.001 per warrant provided the price of its common stock has traded above $1 for 20 consecutive days.

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

The preferred shares are redeemable by the Company at any time after one year from the date of their issuance provided that the common shares have sustained a trading price of not less than $1.00 per common share for at least 20 consecutive trading days. If the Company elects to redeem the Shares, the redemption price shall be determined as follows:
 
(i)  
During the second year after their issuance at $0.575 per preferred share;
(ii)  
During the third year after their issuance at $0.55 per preferred share;
(iii)  
During the fourth year after their issuance at $0.525 per preferred share;
(iv)  
After the fourth year after their issuance at $0.50 per preferred share.

During 2004, the Company received $55,175 of subscriptions for 112,500 units.
 
21
 
8. Income Tax Provision


Provision for income taxes is comprised of the following:
          
   
 6/30/2005
  
6/30/2004
  
            
Net loss before provision for income taxes
  
$
(419,071
)
$
(346,758
)
               
Current tax expense:
              
Federal
  
$
0
  
$
0
  
State
    
0
    
0
  
Total
  
$
0
  
$
0
  
 
              
Less deferred tax benefit:
              
Timing differences
    
(1,652,589
)
  
(1,623,511
)
Allowance for recoverability
    
1,652,589
   
1,623,511
 
Provision for income taxes
  
$
0
  
$
0
  
 
              
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
  
$
1,652,589
  
$
1,623,511
  
Allowance for recoverability
    
(1,652,589
)
  
(1,623,511
)
Deferred tax benefit
  
$
0
  
$
0
  
 
Note: The deferred tax benefits arising from the timing differences begin to expire in fiscal year 2010 and may not be recoverable upon the purchase of the Company under current IRS statutes.

9. Restatement

Subsequent to the issuance of this report, management determined that the mining claim asset should have been impaired in the year it was acquired, fiscal 2002, because the estimate of the future cash flows discounted to the present could not be reasonably estimated nor assured. The restatement affected total assets and total shareholders’ deficit as follows:

   
As Restated
  
As Reported
  
           
Total Assets
  
$
30,099
  
$
2,479,565
  
Shareholders' Deficit
  
$
(62,672
)
$
2,386,794
  
 
22
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

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

The Company is an "exploration stage" company. During period ended March 31, 2005, the Company's operations centered on completing exploration of USMetals' mining property known as the Twin Peaks Mine, Southwest’s mining property known as the Chocolate Mountain Region claims, and its mining property known as the Kingman Area Mine Tailings. During the period, the Company did not engage in any commercially viable operations and realized no revenues from operations. The annual operating costs incurred to date were primarily for the continued exploration of the Company's mining properties, maintenance of the Company's website, legal, accounting costs in conjunction with the Company's general and administrative expenses in anticipation of completing exploration of USMetals' and Southwest’s mining properties and related acquisition costs. The annual lease payment for the 172 claims owned by the Registrant is $125 per claim effective September 1, 2004.
 
23
 
Significant Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to reserves and intangible assets.  Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of the Company's financial statements include estimates as to the appropriate carrying value of certain assets which are not readily apparent from other sources, primarily allowance for the cost of the Mineral Properties based on the successful efforts method of accounting.  These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in our Annual Report on Form l0-KSB for the fiscal year ended September 30, 2004.

OVERVIEW
 
The Company is an “exploration stage" company. During fiscal year ended September 30, 2004, the Company's activities centered on the exploration of USMetals' mining property known as the Twin Peaks Mine and the acquisition of Chocolate Mountain Region 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 170 claims owned by the Registrant was increased from $100 per claim to $125 per claim for a total of $21,250.
 
All of the Company's mining business activities are conducted at this time through its subsidiaries, USMetals and Southwest Resource Development, Inc. International Energy Resources, Inc. has agreed to continue to supervise and direct the work of the Twin Peaks Mine Project Team upon adequate funding.
 
The Registrant, through its wholly owned subsidiary, USMetals, Inc., owns 141 unpatented contiguous mining claims totaling 2,820 acres in the Eureka Mining District of Yavapai County, Arizona. These claims have a history of mining activity from the middle of the 19th century to the beginning of World War II. Gold, silver, copper and other minerals were recovered in important quantities. The previous owners started acquisition of this claim group in the early 1940's and by the mid-1980's the claims group totaled 134 claims. Exploration, drilling and assessment work was done and several geological reports were completed indicating the presence of economically viable deposits of precious metals and complex ores.
 
24
 
Impairment Expense

We acquired the Twin Peaks Mine asset in 2002 and have been conducting limited exploration work on it, with the goal of commencing mineral production, for three years. Exploration activities have confirmed the presence of mineralization on this property. However, we have not commenced mining activities due to a lack of funding. Consequently, per our accounting policy regarding impairment charges, we decided to impair this asset and take it off the balance sheet. However, we are still aggressively pursing the financing necessary to complete a bankable feasibility study and proceed with our plans to commence mining activity. We believe with proper funding, the portions of the Twin Peaks property which have been more extensively explored could result in a value in excess of $200,000,000 per independent estimates of prior geochemical evaluations and geological studies.

We need 20 million to achieve a commercial level of mining on the Company’s properties. We have prepared plans for completion of bankable feasibility studies and test production programs on our properties that require smaller amounts of capital. We are seeking funding via equity or debt financing in Europe, the United States and Asia via private placement, working interest joint venture, and/or gold bullion loans.

Chocolate Mountain Region Claims Acquisition

On June 15, 2004 the Company filed a Form 8-K with the Securities and Exchange Commission reporting that on May 29, 2004, the Company concluded the acquisition of an aggregate of 29 additional gold mining claims located in Imperial County, California from two individuals. In lieu of cash payment for the claims the Company entered into what is essentially a joint venture with the former owners whereby the Company is obligated to commence production on these claims within two years with the former owners entitled to receive 20% of all net smelter returns of gold, whether paid in cash or in kind.

Under the terms of the acquisition, the Company granted each of the two sellers an option to acquire 50,000 shares of the Company’s common stock at the then current market price at any time within a two year period. The agreements further provide that the Company’s obligation to commence gold production within two years would be terminated in the event that the foregoing stock options were exercised. Further, in the event that the Company subsequently sells the claims within two years of the acquisition date, then the sellers will be entitled to receive 20% of the net proceeds of such sale.
On June 15, 2004, we issued a press release regarding these acquisitions.

On February 14, 2005 the Company filed a Form 8-K with the Securities and Exchange Commission reporting that the Company concluded the acquisition of 2 additional gold mining claims located near Kingman, Arizona from a private corporation. In lieu of cash payment for the claims the Company entered into what is essentially a joint venture with the former owners whereby the Company is obligated to commence production on these claims within two years with the former owners entitled to receive 30% of all net smelter returns of gold, whether paid in cash or in kind.

Under the terms of the acquisition, the Company granted the former owners of the claims the choice to accept 250,000 shares of the Company’s common stock at any time within a two year period in exchange for waiving the Company’s obligation to commence production on these claims within two years. The former owners choose to accept the 250,000 shares of stock on March 23, 2005. On February 14, 2005, we issued a press release regarding this acquisition.
 
25
 
MANAGEMENT'S DEVELOPMENT PLANS

In order to improve operations and liquidity and meet its cash flow needs, the company has or intends to do the following:

- Secure additional equity financing needed to accomplish Corporate goals from private sources and institutional funds, nationally and internationally;
 
- Complete acquisitions of other potential producing properties in the region surrounding the Twin Peaks Mine and in other areas of California and Nevada;
 
- Establish a corporate office in Arizona, a field office on or near the Twin Peaks Mine site and an office centrally located near the financial markets of Southern California;
 
- Development of the Twin Peaks Mine and the Chocolate Mountain Region Claims by implementing a comprehensive exploration program of the entire group of 170 claims;
 
- Complete Twin Peaks Mine and Chocolate Mountain Region Claims ore testing program in order to determine the best mining methods and recovery rates;
 
- Retain an environmental consulting firm to design a post-production reclamation program;
 
- Complete bankable feasibility studies meeting SEC standards for placing the true reserve value of existing claims on the financial statements; and
 
- Complete, file and secure approval of major Mining Plans of Operations with the U.S. Bureau of Land Management (BLM).

As a result of these plans, management believes that it will generate sufficient cash flows to meet its obligations in 2005.

Discussion of Financial Condition.

As of June 30, 2005 the Company had total assets of $25,540 with total liabilities of $7,576. The company has incurred a net loss of approximately $445,731 for the three months ended June 30, 2005.

Registrant will require significant additional funds in order to complete exploration of the Twin Peaks Mine and its other properties. The Company has made plans to undertake an offering or private placement of its securities in order to raise the needed funding.  Based upon available cash on hand, management is of the opinion that, without additional financing, the Company will have adequate funds available to meet its cash needs for the next three (3) months.  Thereafter, it will need to secure additional funds in order to continue its operations.
 
26
 
ITEM 3. CONTROLS AND PROCEDURES

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

There has been no change in the Company's internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
 
27
 
PART II - OTHER INFORMATION


ITEM 6. EXHIBITS

(a) Exhibits:

31.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
28
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

USCORP

By: /s/ Robert Dultz
Robert Dultz
Chief Executive Officer



By: /s/ Spencer Eubank
Spencer Eubank, Secretary-Treasurer and
Acting Chief Financial Officer
Date: December 20, 2005

29