10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2011

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: ______________ to ______________

  USCORP

(Exact name of registrant as specified in its charter)

Nevada	000-19061	87-0403330
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

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

(Address of Principal Executive Office) (Zip Code)

(702) 933-4034

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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. x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of June 30, 2011. 185,491,620 shares of Common Class A Stock and 5,060,500 shares of Common Class B Stock were issued and outstanding.

USCORP

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheet as of June 30, 2011 and June 30, 2010 (unaudited)	3
Consolidated Statements of Operations for the Nine months and Quarter Ended June 30, 2011 and June 30, 2010 and from Inception, May 1989 through June 30, 2011 (unaudited)	4
Consolidated Statements of Cash Flows for the Nine months Ended June 30, 2011 and June 30, 2010 and from Inception, May 1989 through June 30, 2011 (unaudited)	5
Consolidated Statements of Changes in Shareholders’ Equity from Inception, May 1989 through June 30, 2011	6
Notes to Consolidated Financial Statements (unaudited)	11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	20
Item 4T. Controls and Procedures	20
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	21
Item 4. Submission of Matters to a Vote of Security Holders	21
Item 5. Other Information	21

2

PART I. FINANCIAL INFORMATION

USCorp

(an Exploration Stage Company)

Balance Sheet

As of June 30, 2011 and September 30, 2010

	30-Jun-11			30-Sep-10
ASSETS
Current assets:
Cash	$	746,653		$	354,019
Total current assets	$	746,653		$	354,019
Other assets:
Equipment- net		0			376
Total assets	$	746,653		$	354,395
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable & accrued expenses	$	27,596		$	25,298
Gold bullion loan		3,471,680			3,016,841
Convertible debenture payable		550,000			700,000
Subscriptions payable		218,488			0
Total current liabilities	$	4,267,764		$	3,742,139
Due to officer		0			40,170
Shareholders' equity:
Series A preferred stock, one share convertible to eight shares of common; par value $0.001, 10,000,000 shares authorized, 4,168,750 shares issued and outstanding at September 30, 2010 and 2,943,750 at June 30, 2011		4,304			5,365
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, 141,687 outstanding at September 30, 2010 and March 31, 2011, stated value; $0.50		63,498			63,498
Common stock B- $.001 par value, authorized 250,000,000 shares, issued and outstanding, 5,060,500 shares at September 30, 2010 and 5,060,500 at June 30, 2011		5,060			5,060
Common stock A- $.01 par value, authorized 550,000,000 shares authorized, issued and outstanding, 135,955,389 shares at September 30, 2010 and 185,491,620 at June 30, 2011	$	1,853,417		$	1,359,555
Additional paid in capital		13,841,741			12,870,994
Accumulated deficit - exploration stage		(19,289,131	)		(17,732,386	)
Total shareholders' deficit		(3,593,973	)		(3,501,837	)
Total Liabilities & Shareholders' Deficit	$	746,653		$	354,395

See the notes to the financial statements.

3

USCorp

(an Exploration Stage Company)

Statements of Operations

For the Nine Months and Quarters Ended June 30, 2011 and June 30, 2010

and from Inception, May 1989 through June 30, 2011

	9 Months			9 Months			3 Months			3 Months			Inception
	30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10			to Date
General and administrative expenses:
Consulting	$	712,785		$	278,075		$	255,864		$	(53,719	)	$	8,110,688
Administration		265,204			642,026			101,356			86,754			6,502,838
License expense		0			0			0			0			247,559
Professional fees		51,558			23,535			29,784			2,956			765,691
Total general & administrative expenses		1,029,547			943,636			387,004			35,991			15,626,776
Net loss from operations	$	(1,029,547	)	$	(943,636	)	$	(387,004	)	$	(35,991	)	$	(15,626,776	)
Other income (expenses):
Interest income		144			0			144			0			8,052
Interest expense		(64,000	)		(78,793	)		(63,994	)		(13,185	)		(1,112,562	)
Gain (loss) on unhedged derivative		(454,842	)		(586,885	)		(159,918	)		(254,271	)		(2,549,345	)
Net loss before provision for income taxes	$	(1,548,245	)	$	(1,609,314	)	$	(610,772	)	$	(303,447	)	$	(19,280,631	)
Provision for income taxes		0			0			0			0			0
Net loss	$	(1,548,245	)	$	(1,609,314	)	$	(610,772	)	$	(303,447	)	$	(19,280,631	)
Basic & fully diluted net loss per common share	$	(0.01	)	$	(0.02	)	$	(0.00	)	$	0.00
Weighted average of common shares outstanding:
Basic & fully diluted		161,027,813			87,411,680			173,981,664			103,015,198

See the notes to the financial statements.

4

USCorp

(an Exploration Stage Company)

Statements of Cash Flows

For the Nine Months Ended June 30, 2011 and June 30, 2010

and from Inception, May 1989 through June 30, 2011

							Inception
	30-Jun-11			30-Jun-10			to Date
Operating Activities:
Net loss	$	(1,556,745	)	$	(1,609,314	)	$	(19,289,131	)
Adjustments to reconcile net income items not requiring the use of cash:
Consulting fees		303,029			515,460			5,190,492
Depreciation expense		376			654			17,555
Interest expense		0			78,793			984,989
Impairment expense		0			0			3,049,465
Loss on unhedged underlying derivative		454,842			586,885			2,549,345
Changes in other operating assets and liabilities :
Accounts payable and accrued expenses		2,298			(502	)		27,596
Net cash used by operations	$	(796,200	)	$	(428,024	)	$	(7,469,689	)
Investing activities:
Purchase of office equipment	$	0		$	0		$	(17,555	)
Net cash used by investing activities		0			0			(17,555	)
Financing activities:
Issuance of common stock	$	1,111,580		$	405,395		$	6,337,525
Issuance of preferred stock		0			0			68,863
Issuance of common B stock		0			0			5,060
Issuance of gold bullion note		(3	)		0			648,279
Capital contributed by shareholder		0			0			356,743
Subscriptions received		217,427			32,965			217,427
Issuance (payment) of convertible notes		(100,000	)		0			600,000
Advances received (paid) shareholder		(40,170	)		15,857			0
Net cash provided by financing activities		1,188,834			454,217			8,233,897
Net increase (decrease) in cash during the period	$	392,634		$	26,193		$	746,653
Cash balance at beginning of the fiscal year		354,019			18,527			0
Cash balance at June 30th	$	746,653		$	44,720		$	746,653
Supplemental disclosures of cash flow information:
Interest paid during the year	$	0		$	0		$	0
Income taxes paid during the year	$	0		$	0		$	0

See the notes to the financial statements.

5

USCorp

(an Exploration Stage Company)

Statement of Changes in Shareholders’ Equity

From Inception in May 1989

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

6

USCorp

(an Exploration Stage Company)

Statement of Changes in Shareholders’ Equity

From Inception in May 1989

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

7

USCorp

(an Exploration Stage Company)

Statement of Changes in Shareholders’ Equity

From Inception in May 1989

(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		$	0.15
Issued stock for compensation		50,000		500		19,571						20,071		$	0.04
Capital contributed by shareholder						21,719						21,719
Net loss fiscal 2001									(654,768	)		(654,768	)
Balance at September 30, 2001-unaudited		453,573	$	4,536	$	2,668,851		$	(2,673,387	)	$	0
Issued stock to purchase mining claim		24,200,000		242,000		2,207,466						2,449,466		$	0.10
Issued shares to employees		267,500		2,675		(2,675	)					0
Capital contributed by shareholders						143,480						143,480
Net 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	)	$	1,275
Issued stock for services		872,000		8,720		264,064						272,784		$	0.31
Beneficial conversion feature						3,767						3,767
Capital contributed by shareholders						81,472						81,472
Net 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	)

8

USCorp

(an Exploration Stage Company)

Statement of Changes in Shareholders’ Equity

From Inception in May 1989

(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		$	0.39
Issued stock to pay bills		1,069,945		10,699		460,077					470,776		$	0.44
Issued stock for services		2,118,444		21,184		652,714					673,898		$	0.32
Net 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		$	0.32
Issued stock for services		2,840,000		28,400		331,600					360,000		$	0.13
Issued stock to pay debt		400,000		4,000		50,000					54,000		$	0.14
Issuance of warrants						1,817					1,817
Net 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		$	0.09
Net 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		$	0.10
Issuance of convertible debt						648,098					648,098
Net 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	)

9

USCorp

(an Exploration Stage Company)

Statement of Changes in Shareholders’ Equity

From Inception in May 1989

(Continued)

	Common		Common		Paid in			Accumulated						Stock
	Shares		Par Value		Capital			Deficit			Total			Price *
Issuance of common stock		10,011,879		100,119		638,559						738,678		$	0.07
Issued stock for services		9,517,664		95,177		2,447,473						2,542,650		$	0.27
Conversion of debentures		7,200,000		72,000		828,000						900,000		$	0.13
Conversion of preferred stock		26,626		266		6,401						6,667		$	0.25
Issuance of convertible debt						56,000						56,000
Net loss for the fiscal period- as restated									(2,498,879	)		(2,498,879	)
Balance at September 30, 2008		60,612,631		606,126		11,815,464			(14,235,965	)		(1,814,375	)
Issuance of common stock		12,261,765		122,618		304,845						427,463		$	0.03
Issued stock for services		845,064		8,451		53,939						62,390		$	0.07
Issued stock to settle lawsuit		200,000		2,000		10,000						12,000		$	0.06
Conversion of Preferred A		400,000		4,000		(3,933	)					67
Issuance of convertible debt						3,000						3,000
Net loss for the year									(1,293,237	)		(1,293,237	)
Balance at September 30, 2009		74,319,460		743,195		12,183,315			(15,529,202	)		(2,602,692	)
Issuance of common stock		43,457,363		434,574		566,795						1,001,369		$	0.02
Issued stock for services		8,778,566		87,786		214,884						302,670		$	0.03
Converted preferred A		9,400,000		94,000		(94,000	)					0
Net loss for the year									(2,203,184	)		(2,203,184	)
Balance at September 30, 2010		135,955,389		1,359,555		12,870,994			(17,732,386	)		(3,501,837	)
Issuance of common stock		34,969,631		349,696		761,884						1,111,580		$	0.03
Issued stock for services		4,416,591		44,166		258,863						303,029		$	0.07
Issued stock to pay debenture		1,600,000		16,000		34,000						50,000		$	0.03
Converted preferred A		8,400,000		84,000		(84,000	)					0
Net loss for the period									(1,548,245	)		(1,548,245	)
Balance at June 30, 2011		185,341,611	$	1,853,417	$	13,841,741		$	(19,280,631	)	$	(3,585,473	)

*- Price adjusted for stock splits

Please see the notes to the financial statements.

10

USCorp

(an Exploration Stage Company)

Notes to the Consolidated Financial Statements

For the Nine Months Ended June 30, 2011 and June 30, 2010

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

On March 22, 2011 USCorp (“USCorp” or the “Company”) through its wholly owned subsidiary USMetals entered into an Asset Funding/Operation and Shareholders Agreement, and exhibits thereto (the “Agreement”) with Arizona Gold Corp., a private British Columbia Corporation (“AGC”) and its wholly owned subsidiary, AGC Corp, a private Arizona company (“AGCAZ”), providing for the sale of USMetals’ 172 Arizona mining claims known as the Twin Peaks Project (the “Twin Peaks Project”) to AGCAZ in exchange for 90,200,000 shares or over 50.1% of AGC’s common stock (the “Transaction”).  The Twin Peaks Project now consists of 268 Lode and 8 Placer Claims.

The Company, through its wholly owned subsidiary Southwest Resource Development, Inc., owns the mineral rights to 200 Lode and Placer Claims on five properties in the Mesquite Mining District of Imperial County, California, which the Company collectively refers to as the Picacho Salton Project.

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

Exploration Stage Company- the Company has no operations or revenues since its inception and therefore qualifies for treatment as an Exploration Stage company as per the accounting guidance.  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’ Deficit section of the balance sheet.

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

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

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

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

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

Income taxes- The Company accounts for income taxes in accordance with generally accepted accounting principles which require 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.

11

The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities.  It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  As of March 31, 2011, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.  All tax returns from tax years 20076 to 2010 are subject to IRS audit.

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

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

2. Going Concern

The accompanying consolidated financial statements have been presented in accordance with generally accepted accounting principles, which assume the continuity of the Company as a going concern.  However, the Company has incurred significant losses since its inception and has no revenues and continues to rely on 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 Picacho Salton Project has been submitted to the Bureau of Land Management and is being reviewed by them. A drilling plan for the newly-expanded Twin Peaks Project has been approved and will be implemented as soon as the drilling team and equipment have been secured.

* Complete the recently approved revised drilling program on the Twin Peaks property;

* Receive BLM permit for Picacho Salton Project in California; Drill the Picacho Salton Project.

* Receive and analyze the Twin Peaks and Picacho Salton assays and drill reports;

* After reviewing the results of the drilling programs on both of the sites and after consideration of the nature of the ore bodies of the properties, Management will make decisions regarding further development of the properties, including beginning commercial scale operations when exploration is completed on the Twin Peaks Project and the Picacho Salton Project.

* Continue exploration and ramp up transitioning to development and production in order to meet ongoing and anticipated demand for gold and silver.

* Augment our mining exploration team and strategic business relationships with quality and results-oriented people as needed: professionals and consulting firms to advise management 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 with USCorp’s management.

* Draw up and Submit to the BLM the final Mining Plan of Operations ("MPO") for the Twin Peaks; Submit the MPO to the BLM;

* Submit the Final MPO on the Picacho Salton Project to the BLM.

* Begin commercial scale operations on one or more of the properties as soon as the required permits and approvals have been granted, or be acquired by a major gold mining company.

* Acquire additional properties and/or from strategic business relationships with corporations with properties as joint ventures or subsidiaries in order to advance the company’s growth plans.

12

* Attend and exhibit at industry and investment trade shows.

* Continue to inform the public through our 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.

3. Concentrations of Credit

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

4. 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 June 30, 2011 and September 30, 2010.

5. Gold Bullion Promissory Note

In September 2005, the Company issued a promissory note to a shareholder and received proceeds of $648,282. The note requires the Company to pay the shareholder 1,634 ounces of Gold Bullion (.999 pure). Originally, the promissory note came due in September 2007.  As discussed in our report on form 8-K on April 27, 2011, which is incorporated herein by reference, USCorp has renegotiated the Gold Bullion Promissory Note and is no longer in default. USCorp has paid $8,500.00 to be applied to interest on the Gold Bullion Promissory Note; 1,600,000 shares of the common stock of USCorp, representing a $100,000.00 payment for the extension of the Gold Bullion Loan.

As a result of USCorp making the agreed payments the Investors have agreed to extend the maturity date of the Gold Bullion Loan until March 31, 2012.

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

Carrying value of loan	$	922,338
Fair value of loan		3,471,683
Life to date loss on unhedged underlying derivative	$	(2,549,345	)

6. Convertible Debentures

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

In fiscal year 2008 the Company issued an additional convertible debenture to the same holder and received proceeds of $200,000.  This debenture matured in March 2010, was exercisable into common stock at $0.125 per share, and had an interest rate of 4%.

In fiscal year 2009 the Company issued an additional convertible debenture to the same holder and received proceeds of $200,000.  This debenture matured in April 2010, was exercisable into common stock at $0.125 per share, and had an interest rate of 4%.

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As discussed in our report on form 8-K on April 27, 2011, which is incorporated herein by reference, USCorp has renegotiated the Convertible Debentures Notes and is no longer in default. USCorp has paid to the Investors holding Convertible Debentures $100,000.00 immediately to be applied to the principal plus 800,000 shares of USCorp common stock representing a $50,000.00 principal reduction. In addition USCorp has agreed to make a payment of $25,000.00 on or before September 30, 2011 representing a principal reduction; a payment of $25,000.00 on or before December 31, 2011 representing a principal reduction; and a payment of $500,000.00 on or before March 31, 2012 representing the remaining principal balance due on the Convertible Debentures. The Convertible Debenture which had a strike price of $.03 per share and an exercise date of August 30, 2010 have been amended to reduce the strike price to $.015 and extending the exercise date to March 31, 2012.

The Investors have agreed to extend the Maturity Date of all of the above Convertible Debentures to March 31, 2012.

All other terms of the above loan and Convertible Debentures, forms of which were filed with the Commission dated September 27, 2005 and September 28, 2008 and incorporated herein by reference remain the same.

The balance of the convertible debt at June 30, 2011 and September 30, 2010 is as follows:

	30-Jun-11		30-Sep-10
Net convertible debt payable	$	550,000	$	700,000

7. Issuances of Common Stock

In the first nine months of fiscal year 2011, the Company issued 34,969,631 common shares and  issued 43,764,999 warrants convertible into the same amount of common shares at exercise prices ranging from three to thirty cents per share expiring in one to two years. The Company received proceeds of $1,111,580.

In the first nine months of fiscal year 2011, the Company issued 4,416,591 shares of common stock to consultants for services rendered valued by the Company at $303,029.

In the first nine months of fiscal year 2011, holders of the preferred A stock converted 1.05 million preferred A into 8.4 million shares of common stock.

In the first nine months of fiscal year 2011, the Company issued 1,600,000 shares of common stock to pay $50,000 of the convertible debentures.

8. Common Stock Warrants

The Company applies ASC 718, “Accounting for Stock-Based Compensation” to account for its option issues.  Accordingly, all options granted are recorded at fair value using a generally accepted option pricing model at the date of the grant.  For purposes of determining the option value at issuance, the fair value of each option granted is measured at the date of the grant by the option pricing model with the following assumptions:

	2011			2010
Dividend yield		0.00	%		0.00	%
Risk free interest rate		1.00	%		0.50	%
Volatility		25.00	%		39.00	%

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

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The following is a summary of common stock warrants outstanding at March 31, 2011:

			Wgtd Avg		Wgtd Years
	Amount		Exercise Price		to Maturity
Outstanding at September 30, 2009		9,491,303	$	0.33		0.54
Issues		104,684,063
Exercises		-11,776,975
Expired		-1,818,907
Outstanding at September 30, 2010		107,944,999	$	0.06		1.42
Issues		43,764,999
Exercises		-35,035,000
Expired		-814,484
Outstanding at June 30, 2011		115,860,514	$	0.08		0.97

9. Stock Incentive Plan

The Company provides for a Stock Incentive Plan for its officers, directors, and employees as fully explained in our Form S-8 filing dated December 29, 2009 and included herein by reference.  The plan provides for incentive stock options and non-qualified stock options. The Board of Directors will determine whether an option is an incentive stock option or a non-qualified stock option when it grants the option and the option will be evidenced by an agreement describing the material terms of the option. The Board of Directors will determine the exercise price of an employee’s option at the date of the grant. The exercise price of an incentive stock option may not be less than the fair market value of the common stock on the date of the grant, or less than 110% of the fair market value if the participant owns more than 10% of the outstanding common stock. The Board of Directors will also determine the term of an option at the date of the grant. The term of an incentive stock option or non-qualified stock option may not exceed ten years from the date of grant, but any incentive stock option granted to a participant who owns more than 10% of the outstanding common stock will not be exercisable after the expiration of five years after the date the option is granted. Subject to any further limitations in the applicable agreement, if a participant’s employment terminates, an incentive stock option will terminate and expire no later than three months after the date of termination of employment.

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

15

10. Class B Common Shares

The Class B Common shares are non-voting shares that trade on the Frankfurt stock exchange under the symbol U9CB.F. There are 250,000,000 shares authorized and 5,060,500 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 in the U.S.

11. Income Tax Provision

Provision for income taxes is comprised of the following:
	30-Jun-11			30-Jun-10
Net loss before provision for income taxes	$	(1,548,245	)	$	(1,609,314	)
Current tax expense:
Federal	$	0		$	0
State		0			0
Total	$	0		$	0
Less deferred tax benefit:
Tax loss carryforwards		3,906,961			(2,311,858	)
Allowance for recoverability		(3,906,961	)		2,311,858
Provision for income taxes	$	0		$	0

A reconciliation of provision for income taxes at the statutory rate to provision  for income taxes at the Company's effective tax rate is as follows:

Statutory U.S. federal rate		34	%		34	%
Statutory state and local income tax		10	%		10	%
Less allowance for tax recoverability		-44	%		-44	%
Effective rate		0	%		0	%
Deferred income taxes are comprised of the following:
Tax loss carryforwards	$	3,906,961		$	2,311,858
Allowance for recoverability		(3,906,961	)		(2,311,858	)
Deferred tax benefit	$	0		$	0

Note:  The deferred tax benefits arising from the timing differences begin to expire in fiscal years 2011 to 2030 and may not be recoverable upon the purchase of the Company under current IRS statutes.

12.  Net Loss per Share

The Company applies ASC 260, “Earnings per Share” to calculate loss per share.  In accordance with ASC 260, basic net loss per share has been computed based on the weighted average of common shares outstanding during the years, adjusted for the financial instruments outstanding that are convertible into common stock during the years.  The effects of the common stock options and the debentures convertible into shares of common stock, however, have been excluded from the calculation of loss per share because their inclusion would be anti-dilutive. Net loss per share is computed as follows:

16

	30-Jun-11			30-Jun-10
Net loss before cumulative preferred dividend	$	(1,548,245	)	$	(1,609,314	)
Cumulative dividend preferred payable		(47,679	)		(40,594	)
Net loss to common shareholders	$	(1,595,924	)	$	(1,649,908	)
Weighted average		161,027,813			87,411,680
Basic & fully diluted net loss per common share	$	(0.01	)	$	(0.02	)

13. Subsequent Events

None.

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 21 E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in the Company’s revenues and profitability, (ii) prospective business opportunities and (iii) the Company’s strategy for financing its business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes", "anticipates", "intends" or "expects". These forward-looking statements relate to the plans, objectives and expectations of the Company for future operations. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this 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.

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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 10-K for the fiscal year ended September 30, 2010.

Results of Operations

Comparison of operating results for the Nine months ended June 30, 2011 and June 30, 2010:

The Company has no revenues through the date of this report.

General and administrative expenses were $1,029,547 compared to $943,636 for the same period a year ago. Consulting costs increased from $278,075 to $712,785 in the Nine months ended June 30, 2011 compared to the same period last year, which is mainly due to an increase in business development, investor and public relations costs, most of which were paid for with stock and due to costs related to renegotiation of the Gold Bullion Loan and the Convertible Debentures as well as costs related to the transaction with Arizona Gold Corp. Administration costs decreased from $642,046 in the Nine months ended June 30, 2010 to $265,204 due to a decreased in costs for clerical help, office staff, the value of payments for professional services with Registered S-8 shares, and the difference between the capitalization received as a result of investors exercising their warrants and the value of shares issued when the warrants were exercised by investors during the period.

As a result of general and administrative costs, the Company experienced a loss from operations of $1,029,547 for the Nine months ended June 30, 2011, compared to loss from operations of $943,636 for the same period last year.

Interest expense loss decreased to $64,000 during the first Nine months of fiscal 2011 compared to $78,793 the first Nine months of fiscal year 2010 as a result of the Gold Bullion Loan borrowed at the end of September 2005 and the change in the price of gold compared to the same period one year ago. The loan is payable in gold bullion at the prevailing price and is not hedged. The Company’s loss on the unhedged loan is $454,842 for the first Nine months of fiscal year 2011 compared to a loss of $586,885 for the same period a year ago due to the change in the price of gold over the past year as well as payments made by the Company.

Net loss for the first Nine months of fiscal year 2011 was $1,548,245 or $.01 per share compared to a loss of $1,609,314, or $.02 per share for the same period last year.

Discussion of Financial Condition: Liquidity and Capital Resources

At June 30, 2011 cash on hand was $895,433 as compared with $354,019 at September 30, 2010. During the first Nine months of fiscal year 2010, the Company used $642,543 for its operations compared to $907,645 for the first Nine months of fiscal 2010.

At June 30, 2011, the Company had working capital of $746,653 compared to a working capital of $354,019 at September 30, 2010. The increase is due to the Company’s on-going financing efforts.

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Total assets at June 30, 2011 were $746,653 as compared to $354,395 at September 30, 2010. The increase is due to the Company’s on-going financing efforts.

The Company’s total stockholders’ deficit increased to a deficit of $3,593,973 at June 30, 2011 compared to a deficit of $3,501,837 at September 30, 2010. The increase in stockholders’ deficit was the result of an increase in additional paid in capital and an increase in operating losses of as discussed above for the Nine months ended June 30, 2011 including decreased costs for clerical help, office staff, the value of payments for professional services with Registered S-8 shares, and the difference between the capitalization received as a result of investors exercising their warrants and the value of shares issued when the warrants were exercised by investors during the period.

As discussed previously Robert Dultz, President, Chairman and CEO, and other members of the management and exploration team have been actively involved in correspondence, conference calls, site visits, meetings and review of USCorp’s proprietary data, with a variety of people representing various institutional funding organizations and various mining companies, including some contacts directly with their CEOs. The institutional funding organizations are international in scope and the mining companies range in size from junior to major, and from regional to international in scope. These communications have as their object completing one or more of the following: debt or equity financing, the acquisition of USCorp, or creating a joint venture, merger, or other business combinations whose purpose is development of the Company’s California and Arizona properties by well-financed and highly experienced miners.

As a result of the above referenced discussions, and as previously reported on Form 8-K filed on June 9, 2011, and incorporated herein by reference, on March 22, 2011 USCorp through its wholly owned subsidiary USMetals, Inc. (“USMetals”) entered into an Asset Funding/Operation and Shareholders Agreement, and exhibits thereto (the “Agreement”) with Arizona Gold Corp., a private British Columbia Corporation (“AGC”) and its wholly owned subsidiary, AGC Corp, a private Arizona company (“AGCAZ”), Arizona Gold Founders, LLC, a private California limited liability corporation and William and Denise DuBarry Hay (collectively, “Hay”) providing for the sale of USMetals’ 172 Arizona mining claims known as the Twin Peaks Project (the “Twin Peaks Project”) to AGCAZ in exchange for 90,200,000 shares of AGC’s common stock (the “Transaction”). The Transaction between the parties was consummated in several steps.

After execution of the March 22, 2011 Agreement the parties were unable to complete the required transfers to implement the Agreement as a result of a BLM prohibition on a British Columbia corporation owning mining claims. As a result the Agreement was amended by the Assignment and Assumption Agreement which required the creation of a new Arizona corporation to be formed to hold title to the 172 mining claims and the 104 claims from AGF. Once the Arizona corporation was formed the original attempted transfers were redone into the Arizona corporation and the Agreement became effective with that event on or about May 25, 2011 with the recording with the Yavapai County, Arizona Recorder and the filing with the BLM the same date.

In exchange for the transfer of the Twin Peaks Project, USMetals was issued 90,200,000 shares of common stock of AGC. Moreover, AGC sold an additional 18,000,000 shares of its common stock for aggregate gross proceeds of $1,800,000 (“Third Capital Investment”). The parties intend that this capital shall be used to fund a drilling program and obtain Canadian compliant reports sufficient to allow for a listing of AGC’s stock to be listed on the TSX or the TSXV/V Canadian exchanges. Subsequent to the Third Capital Investment, USMetals currently owns in excess of 50.1% of the issued and outstanding common stock of AGC.

In connection with the Transaction, Mr. Dultz was elected to AGC’s Board of Directors and is a Vice President of AGC In addition, the parties agreed to not approve the issuance of stock that would cause USMetals ownership in AGC common stock to ever be less than fifty point one percent (50.1%).

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2011. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Controls

There were no changes (including corrective actions with regard to deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On or about June 1, 2010 the Company received a Cease and Desist Order from the Pennsylvania Securities Commission as a result of a single unauthorized phone call to a potential unaccredited investor contrary to the Company’s policy. It is our understanding that an individual USCorp shareholder obtained the phone number of a so-called “accredited investor” and contacted that individual about investing in USCorp. The shareholder determined the so-called “accredited investor” was in fact not an “accredited investor” and explained that as a non-accredited investor he could not invest directly with USCorp. The shareholder then recommended the individual review USCorp’s web site and if he still wanted to purchase USCorp shares he should do so on the open market through a stockbroker. The individual later called the shareholder, stated he had reviewed USCorp’s web site and he then requested additional information about USCorp be sent to him. The shareholder then forwarded to the individual information he had about USCorp that also contained an accredited investor questionnaire. We were then contacted by the state of Pennsylvania regarding this incident and our attorney corresponded with them regarding the incident. The Company, in our most recent correspondence with the state, through our attorney, has informally agreed to refrain from such solicitations within the state. We have not received any more communications from the state of Pennsylvania; we have not signed a Cease and Desist order or similar, and we have not paid a fine. We have instructed the shareholder to not contact anyone at any time regarding investing in USCorp and that appears to be the end of the incident.

Item 1A. Risk Factors

Not Applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During first three quarters of fiscal year 2011, the Company issued 34,969,631 shares of common stock and received proceeds of $1,111,580; 4,416,591 shares were issued for services with a value of $258,863; and 1,000,000 Series A Preferred shares were converted to 8,000,000 Class A Common shares by officers and directors of the corporation.

During first three quarters of fiscal year 2011, the Company issued 43,764,999 options to buy its common stock to the purchasers of the common stock described above. The options expire in fiscal year 2011 and 2012. Also during the first three quarters, 2,664,484 options to purchase common stock expired unexercised.

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The Company claimed an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the Investor was an “accredited investor” and/or qualified institutional buyers, the Investor had access to information about the Company and its investment, the Investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

As previously reported, in fiscal 2008 we received commitments to finance fiscal 2009 operations in the amount of $2.19 million. In the last quarter of fiscal 2008 and the last quarter of calendar 2008 the Company received $400,000 of the $2.19 million in commitments for fiscal 2009; however no additional payments were received, in breach of their agreement. We have no expectation the Company will receive the rest of the committed funds, nor any additional funds from this source.

As a result of the failure to meet the commitments to fund USCorp operations in fiscal 2009 there has been substantial damage done to USCorp. During the first Nine months of fiscal 2009 we were assured on several occasions that the funds were coming and we delayed seeking other sources of financing while providing the lender with requested due diligence documentation regarding USCorp, our properties, historical mining on those properties and our contemporary exploration efforts on those properties. In addition we were unable to complete the third phase of the Twin Peaks drilling program and therefore were unable to update our resource measurements, making it more difficult to obtain additional financing from other sources, and to complete drilling on our California properties, causing the inability to pay the bullion loan when due. The bullion loan due date was extended and after January 31, 2010 it is extended on a day-to-day basis. As discussed more fully below we have reached an agreement with the holders of the gold bullion loan and are no longer in default. We continue to pursue other sources of financing (see “Discussion of Financial Condition: Liquidity and Capital Resources” above).

In April 2011, the Company and the holders of the convertible debentures and the holders of the gold bullion loan agreed to a maturity date extension and payment plan for the debentures and gold bullion loan as discussed in Notes 5 and Note 6 of the financial statements. On April 27, 2011 the Company reported this on Form 8-K which is incorporated herein by reference.  The terms of the maturity date extensions and payment plans for the debentures are as follows:

Convertible Debentures:

The Company  paid $100,000 towards the principle.  In addition, the Company issued 800,000 shares of common stock valued at $50,000.  The Company has agreed to pay $25,000 by September 30, 2011, $25,000 by December 31, 2011, and $500,000 by June 30, 2012.  The investors have agreed to extend the maturity date of the debentures to March 31, 2012.

Gold Bullion Loan:

The Company paid $8,500 and issued 1,600,000 shares of common stock valued at $100,000.  In return the holders of the bullion loan have agreed to extend the maturity date of the gold bullion loan to March 31, 2012.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

There were no matters requiring a vote of security holders during this period. Significant matters voted on were reported in our Form 10-K for period ending September 30, 2010.

Item 5. Other Information.

None.

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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

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

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

Chairman, Chief Executive Officer and Acting Chief

Financial Officer

Dated: August 22, 2011

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EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Robert Dultz, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (the "Report") of USCORP (the "Registrant");

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, any financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and I have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being provided;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function);

a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 22, 2011	By:	/s/ Robert Dultz
		Robert Dultz, Chief Executive Officer and Acting Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of USCORP (the "Registrant") on Form 10-Q for the fiscal quarter ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof, I, Robert Dultz, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge and belief:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

Date: August 22, 2011	By:	/s/ Robert Dultz
		Robert Dultz Chief Executive Officer and Acting Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

 

XML



Balance Sheet (Parenthetical) (USD $)	Jun. 30, 2011	Sep. 30, 2010
Series A Preferred Stock
Preferred stock, shares issued for each share of convertible preferred stock	8	8
Preferred stock, par or stated value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	2,943,750	4,168,750
Preferred stock, outstanding	2,943,750	4,168,750
Series B Preferred Stock
Preferred stock, shares issued for each share of convertible preferred stock	2	2
Preferred stock, cumulative stated dividend	10.00%	10.00%
Preferred stock, par or stated value	$ 0.50	$ 0.50
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, outstanding	141,687	141,687
Common stock B
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, issued	5,060,500	5,060,500
Common stock, outstanding	5,060,500	5,060,500
Common stock A
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	550,000,000	550,000,000
Common stock, issued	185,491,620	135,955,389
Common stock, outstanding	185,491,620	135,955,389

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Statements of Operations (USD $)	3 Months Ended		9 Months Ended		269 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
General and administrative expenses:
Consulting	$ 255,864	$ (53,719)	$ 712,785	$ 278,075	$ 8,110,688
Administration	101,356	86,754	265,204	642,026	6,502,838
License expense	0	0	0	0	247,559
Professional fees	29,784	2,956	51,558	23,535	765,691
Total general & administrative expenses	387,004	35,991	1,029,547	943,636	15,626,776
Net loss from operations	(387,004)	(35,991)	(1,029,547)	(943,636)	(15,626,776)
Other income (expenses):
Interest income	144	0	144	0	8,052
Interest expense	(63,994)	(13,185)	(64,000)	(78,793)	(1,112,562)
Gain (loss) on unhedged derivative	(159,918)	(254,271)	(454,842)	(586,885)	(2,549,345)
Net loss before provision for income taxes	(610,772)	(303,447)	(1,548,245)	(1,609,314)	(19,280,631)
Provision for income taxes	0	0	0	0	0
Net loss	$ (610,772)	$ (303,447)	$ (1,548,245)	$ (1,609,314)	$ (19,280,631)
Basic & fully diluted net loss per common share	$ 0.00	$ 0.00	$ (0.01)	$ (0.02)
Weighted average of common shares outstanding:
Basic & fully diluted	173,981,664	103,015,198	161,027,813	87,411,680

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Document and Entity Information	9 Months Ended
	Jun. 30, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Trading Symbol	USCS
Entity Registrant Name	USCORP
Entity Central Index Key	0000873185
Current Fiscal Year End Date	--09-30
Entity Filer Category	Smaller Reporting Company
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	185,491,620
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	5,060,500

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Gold Bullion Promissory Note

9 Months Ended

Jun. 30, 2011

Gold Bullion Promissory Note

5. Gold Bullion Promissory Note

In September 2005, the Company issued a promissory note to a shareholder and received proceeds of $648,282. The note requires the Company to pay the shareholder 1,634 ounces of Gold Bullion (.999 pure). Originally, the promissory note came due in September 2007.  As discussed in our report on form 8-K on April 27, 2011, which is incorporated herein by reference, USCorp has renegotiated the Gold Bullion Promissory Note and is no longer in default. USCorp has paid $8,500.00 to be applied to interest on the Gold Bullion Promissory Note; 1,600,000 shares of the common stock of USCorp, representing a $100,000.00 payment for the extension of the Gold Bullion Loan.

As a result of USCorp making the agreed payments the Investors have agreed to extend the maturity date of the Gold Bullion Loan until March 31, 2012.

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

Carrying value of loan	$	922,338
Fair value of loan		3,471,683
Life to date loss on unhedged underlying derivative	$	(2,549,345	)

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Class B Common Shares

9 Months Ended

Jun. 30, 2011

Class B Common Shares

10. Class B Common Shares

The Class B Common shares are non-voting shares that trade on the Frankfurt stock exchange under the symbol U9CB.F. There are 250,000,000 shares authorized and 5,060,500 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 in the U.S.

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Organization of the Company and Significant Accounting Principles

9 Months Ended

Jun. 30, 2011

Organization of the Company and Significant Accounting Principles

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

On March 22, 2011 USCorp (“USCorp” or the “Company”) through its wholly owned subsidiary USMetals entered into an Asset Funding/Operation and Shareholders Agreement, and exhibits thereto (the “Agreement”) with Arizona Gold Corp., a private British Columbia Corporation (“AGC”) and its wholly owned subsidiary, AGC Corp, a private Arizona company (“AGCAZ”), providing for the sale of USMetals’ 172 Arizona mining claims known as the Twin Peaks Project (the “Twin Peaks Project”) to AGCAZ in exchange for 90,200,000 shares or over 50.1% of AGC’s common stock (the “Transaction”).  The Twin Peaks Project now consists of 268 Lode and 8 Placer Claims.

The Company, through its wholly owned subsidiary Southwest Resource Development, Inc., owns the mineral rights to 200 Lode and Placer Claims on five properties in the Mesquite Mining District of Imperial County, California, which the Company collectively refers to as the Picacho Salton Project.

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

Exploration Stage Company- the Company has no operations or revenues since its inception and therefore qualifies for treatment as an Exploration Stage company as per the accounting guidance.  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’ Deficit section of the balance sheet.

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

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

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

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

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

Income taxes- The Company accounts for income taxes in accordance with generally accepted accounting principles which require 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.

 

The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities.  It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  As of March 31, 2011, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.  All tax returns from tax years 20076 to 2010 are subject to IRS audit.

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

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

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Issuances of Common Stock

9 Months Ended

Jun. 30, 2011

Issuances of Common Stock

7. Issuances of Common Stock

In the first nine months of fiscal year 2011, the Company issued 34,969,631 common shares and  issued 43,764,999 warrants convertible into the same amount of common shares at exercise prices ranging from three to thirty cents per share expiring in one to two years. The Company received proceeds of $1,111,580.

In the first nine months of fiscal year 2011, the Company issued 4,416,591 shares of common stock to consultants for services rendered valued by the Company at $303,029.

In the first nine months of fiscal year 2011, holders of the preferred A stock converted 1.05 million preferred A into 8.4 million shares of common stock.

In the first nine months of fiscal year 2011, the Company issued 1,600,000 shares of common stock to pay $50,000 of the convertible debentures.

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Net Loss per Share

9 Months Ended

Jun. 30, 2011

Net Loss per Share

12.  Net Loss per Share

The Company applies ASC 260, “Earnings per Share” to calculate loss per share.  In accordance with ASC 260, basic net loss per share has been computed based on the weighted average of common shares outstanding during the years, adjusted for the financial instruments outstanding that are convertible into common stock during the years.  The effects of the common stock options and the debentures convertible into shares of common stock, however, have been excluded from the calculation of loss per share because their inclusion would be anti-dilutive. Net loss per share is computed as follows:

	30-Jun-11			30-Jun-10
Net loss before cumulative preferred dividend	$	(1,548,245	)	$	(1,609,314	)
Cumulative dividend preferred payable		(47,679	)		(40,594	)
Net loss to common shareholders	$	(1,595,924	)	$	(1,649,908	)
Weighted average		161,027,813			87,411,680
Basic & fully diluted net loss per common share	$	(0.01	)	$	(0.02	)

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Common Stock Warrants

9 Months Ended

Jun. 30, 2011

Common Stock Warrants

8. Common Stock Warrants

The Company applies ASC 718, “Accounting for Stock-Based Compensation” to account for its option issues.  Accordingly, all options granted are recorded at fair value using a generally accepted option pricing model at the date of the grant.  For purposes of determining the option value at issuance, the fair value of each option granted is measured at the date of the grant by the option pricing model with the following assumptions:

	2011			2010
Dividend yield		0.00	%		0.00	%
Risk free interest rate		1.00	%		0.50	%
Volatility		25.00	%		39.00	%

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

The following is a summary of common stock warrants outstanding at March 31, 2011:

			Wgtd Avg		Wgtd Years
	Amount		Exercise Price		to Maturity
Outstanding at September 30, 2009		9,491,303	$	0.33		0.54
Issues		104,684,063
Exercises		-11,776,975
Expired		-1,818,907
Outstanding at September 30, 2010		107,944,999	$	0.06		1.42
Issues		43,764,999
Exercises		-35,035,000
Expired		-814,484
Outstanding at June 30, 2011		115,860,514	$	0.08		0.97

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Convertible Debentures

9 Months Ended

Jun. 30, 2011

Convertible Debentures

6. Convertible Debentures

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

In fiscal year 2008 the Company issued an additional convertible debenture to the same holder and received proceeds of $200,000.  This debenture matured in March 2010, was exercisable into common stock at $0.125 per share, and had an interest rate of 4%.

In fiscal year 2009 the Company issued an additional convertible debenture to the same holder and received proceeds of $200,000.  This debenture matured in April 2010, was exercisable into common stock at $0.125 per share, and had an interest rate of 4%.

As discussed in our report on form 8-K on April 27, 2011, which is incorporated herein by reference, USCorp has renegotiated the Convertible Debentures Notes and is no longer in default. USCorp has paid to the Investors holding Convertible Debentures $100,000.00 immediately to be applied to the principal plus 800,000 shares of USCorp common stock representing a $50,000.00 principal reduction. In addition USCorp has agreed to make a payment of $25,000.00 on or before September 30, 2011 representing a principal reduction; a payment of $25,000.00 on or before December 31, 2011 representing a principal reduction; and a payment of $500,000.00 on or before March 31, 2012 representing the remaining principal balance due on the Convertible Debentures. The Convertible Debenture which had a strike price of $.03 per share and an exercise date of August 30, 2010 have been amended to reduce the strike price to $.015 and extending the exercise date to March 31, 2012.

The Investors have agreed to extend the Maturity Date of all of the above Convertible Debentures to March 31, 2012.

All other terms of the above loan and Convertible Debentures, forms of which were filed with the Commission dated September 27, 2005 and September 28, 2008 and incorporated herein by reference remain the same.

The balance of the convertible debt at June 30, 2011 and September 30, 2010 is as follows:

	30-Jun-11		30-Sep-10
Net convertible debt payable	$	550,000	$	700,000

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Statement of Changes in Shareholders' Equity (USD $)	Total	Common Shares	Paid in Capital	Accumulated Deficit	Issuance of Equity	Issuance of Equity Common Shares	Issuance of Equity Paid in Capital	Mining Claim	Mining Claim Common Shares	Mining Claim Paid in Capital	Services	Services Common Shares	Services Paid in Capital	Compensation	Compensation Common Shares	Compensation Paid in Capital	Employees	Employees Common Shares	Employees Paid in Capital	Bills Payment	Bills Payment Common Shares	Bills Payment Paid in Capital	Debt Payment	Debt Payment Common Shares	Debt Payment Paid in Capital	Conversion of debentures	Conversion of debentures Common Shares	Conversion of debentures Paid in Capital	Conversion of preferred stock	Conversion of preferred stock Common Shares	Conversion of preferred stock Paid in Capital	Conversion of preferred stock Series A Preferred Stock	Conversion of preferred stock Series A Preferred Stock Common Shares	Conversion of preferred stock Series A Preferred Stock Paid in Capital	Lawsuit Settlement	Lawsuit Settlement Common Shares	Lawsuit Settlement Paid in Capital
Beginning Balance at Apr. 30, 1989	$ 0	$ 0	$ 0	$ 0
Beginning Balance (in shares) at Apr. 30, 1989		0
Net income (loss)	520,000			520,000
Issuance of common stock (in shares)						84,688
Issuance of common stock					1,186,000	847	1,185,153
Ending Balance at Sep. 30, 1990	1,706,000	847	1,185,153	520,000
Ending Balance (in shares) at Sep. 30, 1990		84,688
Net income (loss)	1,108,000			1,108,000
Ending Balance at Sep. 30, 1991	2,814,000	847	1,185,153	1,628,000
Ending Balance (in shares) at Sep. 30, 1991		84,688
Net income (loss)	466,000			466,000
Issuance of common stock (in shares)						472
Issuance of common stock					32,416	5	32,411
Ending Balance at Sep. 30, 1992	3,312,416	852	1,217,564	2,094,000
Ending Balance (in shares) at Sep. 30, 1992		85,160
Net income (loss)	(3,116,767)			(3,116,767)
Ending Balance at Sep. 30, 1993	195,649	852	1,217,564	(1,022,767)
Ending Balance (in shares) at Sep. 30, 1993		85,160
Net income (loss)	(63,388)			(63,388)
Ending Balance at Sep. 30, 1994	132,261	852	1,217,564	(1,086,155)
Ending Balance (in shares) at Sep. 30, 1994		85,160
Net income (loss)	(132,261)			(132,261)
Ending Balance at Sep. 30, 1995	0	852	1,217,564	(1,218,416)
Ending Balance (in shares) at Sep. 30, 1995		85,160
Net income (loss)	0			0
Ending Balance at Sep. 30, 1996	0	852	1,217,564	(1,218,416)
Ending Balance (in shares) at Sep. 30, 1996		85,160
Net income (loss)	(90,131)			(90,131)
Issuance of common stock (in shares)						50,000			150,000			14,878
Issuance of common stock					60,374	500	59,874	600,000	1,500	598,500	29,757	149	29,608
Ending Balance at Sep. 30, 1997	600,000	3,001	1,905,546	(1,308,547)
Ending Balance (in shares) at Sep. 30, 1997		300,038
Capital contributed by shareholder	58,668		58,668
Net income (loss)	(58,668)			(58,668)
Ending Balance at Sep. 30, 1998	600,000	3,001	1,964,214	(1,367,215)
Ending Balance (in shares) at Sep. 30, 1998		300,038
Capital contributed by shareholder	28,654		28,654
Net income (loss)	(26,705)			(26,705)
Ending Balance at Sep. 30, 1999	601,949	3,001	1,992,868	(1,393,920)
Ending Balance (in shares) at Sep. 30, 1999		300,038
Capital contributed by shareholder	22,750		22,750
Net income (loss)	(624,699)			(624,699)
Ending Balance at Sep. 30, 2000	0	3,001	2,015,618	(2,018,619)
Ending Balance (in shares) at Sep. 30, 2000		300,038
Capital contributed by shareholder	21,719		21,719
Net income (loss)	(654,768)			(654,768)
Issuance of common stock (in shares)						103,535									50,000
Issuance of common stock					612,978	1,035	611,943							20,071	500	19,571
Ending Balance at Sep. 30, 2001	0	4,536	2,668,851	(2,673,387)
Ending Balance (in shares) at Sep. 30, 2001		453,573
Capital contributed by shareholder	143,480		143,480
Net income (loss)	(2,591,671)			(2,591,671)
Issuance of common stock (in shares)									24,200,000									267,500
Issuance of common stock								2,449,466	242,000	2,207,466							0	2,675	(2,675)
Ending Balance at Sep. 30, 2002	1,275	249,211	5,017,122	(5,265,058)
Ending Balance (in shares) at Sep. 30, 2002		24,921,073
Beneficial conversion feature	3,767		3,767
Capital contributed by shareholder	81,472		81,472
Net income (loss)	(865,287)			(865,287)
Issuance of common stock (in shares)												872,000
Issuance of common stock											272,784	8,720	264,064
Ending Balance at Sep. 30, 2003	(505,989)	257,931	5,366,425	(6,130,345)
Ending Balance (in shares) at Sep. 30, 2003		25,793,073
Net income (loss)	(964,108)			(964,108)
Issuance of common stock (in shares)						550,000						2,118,444									1,069,945
Issuance of common stock					212,000	5,500	206,500				673,898	21,184	652,714							470,776	10,699	460,077
Ending Balance at Sep. 30, 2004	(113,423)	295,314	6,685,716	(7,094,453)
Ending Balance (in shares) at Sep. 30, 2004		29,531,462
Issuance of warrants	1,817		1,817
Net income (loss)	(628,337)			(628,337)
Issuance of common stock (in shares)						150,000						2,840,000												400,000
Issuance of common stock					48,000	1,500	46,500				360,000	28,400	331,600										54,000	4,000	50,000
Ending Balance at Sep. 30, 2005	(277,943)	329,214	7,115,633	(7,722,790)
Ending Balance (in shares) at Sep. 30, 2005		32,921,462
Net income (loss)	(837,551)			(837,551)
Issuance of common stock (in shares)												885,000
Issuance of common stock											79,650	8,850	70,800
Ending Balance at Sep. 30, 2006	(1,035,844)	338,064	7,186,433	(8,560,341)
Ending Balance (in shares) at Sep. 30, 2006		33,806,462
Issuance of convertible debt	648,098		648,098
Net income (loss)	(3,176,745)			(3,176,745)
Issuance of common stock (in shares)												50,000
Issuance of common stock											5,000	500	4,500
Ending Balance at Sep. 30, 2007	(3,559,491)	338,564	7,839,031	(11,737,086)
Ending Balance (in shares) at Sep. 30, 2007		33,856,462
Issuance of convertible debt	56,000		56,000
Net income (loss)	(2,498,879)			(2,498,879)
Issuance of common stock (in shares)						10,011,879						9,517,664															7,200,000			26,626
Issuance of common stock					738,678	100,119	638,559				2,542,650	95,177	2,447,473													900,000	72,000	828,000	6,667	266	6,401
Ending Balance at Sep. 30, 2008	(1,814,375)	606,126	11,815,464	(14,235,965)
Ending Balance (in shares) at Sep. 30, 2008		60,612,631
Issuance of convertible debt	3,000		3,000
Net income (loss)	(1,293,237)			(1,293,237)
Issuance of common stock (in shares)						12,261,765						845,064																					400,000			200,000
Issuance of common stock					427,463	122,618	304,845				62,390	8,451	53,939																			67	4,000	(3,933)	12,000	2,000	10,000
Ending Balance at Sep. 30, 2009	(2,602,692)	743,195	12,183,315	(15,529,202)
Ending Balance (in shares) at Sep. 30, 2009		74,319,460
Net income (loss)	(2,203,184)			(2,203,184)
Issuance of common stock (in shares)						43,457,363						8,778,566																					9,400,000
Issuance of common stock					1,001,369	434,574	566,795				302,670	87,786	214,884																			0	94,000	(94,000)
Ending Balance at Sep. 30, 2010	(3,501,837)	1,359,555	12,870,994	(17,732,386)
Ending Balance (in shares) at Sep. 30, 2010		135,955,389
Net income (loss)	(1,548,245)			(1,548,245)
Issuance of common stock (in shares)						34,969,631						4,416,591															1,600,000						8,400,000
Issuance of common stock					1,111,580	349,696	761,884				303,029	44,166	258,863													50,000	16,000	34,000				0	84,000	(84,000)
Ending Balance at Jun. 30, 2011	$ (3,593,973)	$ 1,853,417	$ 13,841,741	$ (19,280,631)
Ending Balance (in shares) at Jun. 30, 2011		185,341,611

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Going Concern

9 Months Ended

Jun. 30, 2011

Going Concern

2. Going Concern

The accompanying consolidated financial statements have been presented in accordance with generally accepted accounting principles, which assume the continuity of the Company as a going concern.  However, the Company has incurred significant losses since its inception and has no revenues and continues to rely on 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 Picacho Salton Project has been submitted to the Bureau of Land Management and is being reviewed by them. A drilling plan for the newly-expanded Twin Peaks Project has been approved and will be implemented as soon as the drilling team and equipment have been secured.

* Complete the recently approved revised drilling program on the Twin Peaks property;

* Receive BLM permit for Picacho Salton Project in California; Drill the Picacho Salton Project.

* Receive and analyze the Twin Peaks and Picacho Salton assays and drill reports;

* After reviewing the results of the drilling programs on both of the sites and after consideration of the nature of the ore bodies of the properties, Management will make decisions regarding further development of the properties, including beginning commercial scale operations when exploration is completed on the Twin Peaks Project and the Picacho Salton Project.

* Continue exploration and ramp up transitioning to development and production in order to meet ongoing and anticipated demand for gold and silver.

* Augment our mining exploration team and strategic business relationships with quality and results-oriented people as needed: professionals and consulting firms to advise management 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 with USCorp’s management.

* Draw up and Submit to the BLM the final Mining Plan of Operations ("MPO") for the Twin Peaks; Submit the MPO to the BLM;

* Submit the Final MPO on the Picacho Salton Project to the BLM.

* Begin commercial scale operations on one or more of the properties as soon as the required permits and approvals have been granted, or be acquired by a major gold mining company.

* Acquire additional properties and/or from strategic business relationships with corporations with properties as joint ventures or subsidiaries in order to advance the company’s growth plans.

* Attend and exhibit at industry and investment trade shows.

* Continue to inform the public through our 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.

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Concentrations of Credit

9 Months Ended

Jun. 30, 2011

Concentrations of Credit

3. Concentrations of Credit

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

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Income Tax Provision

9 Months Ended

Jun. 30, 2011

Income Tax Provision

11. Income Tax Provision

Provision for income taxes is comprised of the following:
	30-Jun-11			30-Jun-10
Net loss before provision for income taxes	$	(1,548,245	)	$	(1,609,314	)
Current tax expense:
Federal	$	0		$	0
State		0			0
Total	$	0		$	0
Less deferred tax benefit:
Tax loss carryforwards		3,906,961			(2,311,858	)
Allowance for recoverability		(3,906,961	)		2,311,858
Provision for income taxes	$	0		$	0

A reconciliation of provision for income taxes at the statutory rate to provision  for income taxes at the Company's effective tax rate is as follows:

Statutory U.S. federal rate		34	%		34	%
Statutory state and local income tax		10	%		10	%
Less allowance for tax recoverability		-44	%		-44	%
Effective rate		0	%		0	%
Deferred income taxes are comprised of the following:
Tax loss carryforwards	$	3,906,961		$	2,311,858
Allowance for recoverability		(3,906,961	)		(2,311,858	)
Deferred tax benefit	$	0		$	0

Note:  The deferred tax benefits arising from the timing differences begin to expire in fiscal years 2011 to 2030 and may not be recoverable upon the purchase of the Company under current IRS statutes.

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Fair values of Financial Instruments

9 Months Ended

Jun. 30, 2011

Fair values of Financial Instruments

4. 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 June 30, 2011 and September 30, 2010.

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Statements of Cash Flows (USD $)	9 Months Ended		269 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Operating Activities:
Net loss	$ (1,548,245)	$ (1,609,314)	$ (19,280,631)
Adjustments to reconcile net income items not requiring the use of cash:
Consulting fees	303,029	515,460	5,190,492
Depreciation expense	376	654	17,555
Interest expense	0	78,793	984,989
Impairment expense	0	0	3,049,465
Loss on unhedged underlying derivative	454,842	586,885	2,549,345
Changes in other operating assets and liabilities :
Accounts payable and accrued expenses	2,298	(502)	27,596
Net cash used by operations	(796,200)	(428,024)	(7,469,689)
Investing activities:
Purchase of office equipment	0	0	(17,555)
Net cash used by investing activities	0	0	(17,555)
Financing activities:
Issuance of preferred stock	0	0	68,863
Capital contributed by shareholder	0	0	356,743
Subscriptions received	217,427	32,965	217,427
Advances received (paid) shareholder	(40,170)	15,857	0
Net cash provided by financing activities	1,188,834	454,217	8,233,897
Net increase (decrease) in cash during the period	392,634	26,193	746,653
Cash balance at beginning of the fiscal year	354,019	18,527	0
Cash balance at June 30th	746,653	44,720	746,653
Supplemental disclosures of cash flow information:
Interest paid during the year	0	0	0
Income taxes paid during the year	0	0	0
Gold Bullion Note
Financing activities:
Issuance (payment) of notes	(3)	0	648,279
Convertible Notes
Financing activities:
Issuance (payment) of notes	(100,000)	0	600,000
Common Class A
Financing activities:
Issuance of common stock	1,111,580	405,395	6,337,525
Common Class B
Financing activities:
Issuance of common stock	$ 0	$ 0	$ 5,060

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Statement of Changes in Shareholders' Equity (Parenthetical) (USD $)	9 Months Ended		12 Months Ended																17 Months Ended		12 Months Ended				9 Months Ended		12 Months Ended																								9 Months Ended		12 Months Ended
	Jun. 30, 2011 Issuance of Equity		Sep. 30, 2010 Issuance of Equity		Sep. 30, 2009 Issuance of Equity		Sep. 30, 2008 Issuance of Equity		Sep. 30, 2005 Issuance of Equity		Sep. 30, 2004 Issuance of Equity		Sep. 30, 2001 Issuance of Equity		Sep. 30, 1997 Issuance of Equity		Sep. 30, 1992 Issuance of Equity		Sep. 30, 1990 Issuance of Equity		Sep. 30, 2002 Mining Claim		Sep. 30, 1997 Mining Claim		Jun. 30, 2011 Services		Sep. 30, 2010 Services		Sep. 30, 2009 Services		Sep. 30, 2008 Services		Sep. 30, 2007 Services		Sep. 30, 2006 Services		Sep. 30, 2005 Services		Sep. 30, 2004 Services		Sep. 30, 2003 Services		Sep. 30, 1997 Services		Sep. 30, 2001 Compensation		Sep. 30, 2004 Bills Payment		Sep. 30, 2005 Debt Payment		Jun. 30, 2011 Conversion of debentures		Sep. 30, 2008 Conversion of debentures		Sep. 30, 2008 Conversion of preferred stock		Sep. 30, 2009 Lawsuit Settlement
Stock Price	$ 0.03	[1]	$ 0.02	[1]	$ 0.03	[1]	$ 0.07	[1]	$ 0.32	[1]	$ 0.39	[1]	$ 0.15	[1]	$ 0.06	[1]	$ 0.22	[1]	$ 0.07	[1]	$ 0.10	[1]	$ 0.20	[1]	$ 0.07	[1]	$ 0.03	[1]	$ 0.07	[1]	$ 0.27	[1]	$ 0.10	[1]	$ 0.09	[1]	$ 0.13	[1]	$ 0.32	[1]	$ 0.31	[1]	$ 0.10	[1]	$ 0.04	[1]	$ 0.44	[1]	$ 0.14	[1]	$ 0.06	[1]	$ 0.13	[1]	$ 0.25	[1]	$ 0.06	[1]

[1] Price adjusted for stock splits

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Stock Incentive Plan

9 Months Ended

Jun. 30, 2011

Stock Incentive Plan

9. Stock Incentive Plan

The Company provides for a Stock Incentive Plan for its officers, directors, and employees as fully explained in our Form S-8 filing dated December 29, 2009 and included herein by reference.  The plan provides for incentive stock options and non-qualified stock options. The Board of Directors will determine whether an option is an incentive stock option or a non-qualified stock option when it grants the option and the option will be evidenced by an agreement describing the material terms of the option. The Board of Directors will determine the exercise price of an employee’s option at the date of the grant. The exercise price of an incentive stock option may not be less than the fair market value of the common stock on the date of the grant, or less than 110% of the fair market value if the participant owns more than 10% of the outstanding common stock. The Board of Directors will also determine the term of an option at the date of the grant. The term of an incentive stock option or non-qualified stock option may not exceed ten years from the date of grant, but any incentive stock option granted to a participant who owns more than 10% of the outstanding common stock will not be exercisable after the expiration of five years after the date the option is granted. Subject to any further limitations in the applicable agreement, if a participant’s employment terminates, an incentive stock option will terminate and expire no later than three months after the date of termination of employment.

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

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Subsequent Events

9 Months Ended

Jun. 30, 2011

Subsequent Events

13. Subsequent Events

None.

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Balance Sheet (USD $)	Jun. 30, 2011	Sep. 30, 2010
Current assets:
Cash	$ 746,653	$ 354,019
Total current assets	746,653	354,019
Other assets:
Equipment- net	0	376
Total assets	746,653	354,395
Current liabilities:
Accounts payable & accrued expenses	27,596	25,298
Gold bullion loan	3,471,680	3,016,841
Convertible debenture payable	550,000	700,000
Subscriptions payable	218,488	0
Total current liabilities	4,267,764	3,742,139
Due to officer	0	40,170
Shareholders' equity:
Additional paid in capital	13,841,741	12,870,994
Accumulated deficit - exploration stage	(19,289,131)	(17,732,386)
Total shareholders' deficit	(3,593,973)	(3,501,837)
Total Liabilities & Shareholders' Deficit	746,653	354,395
Series A Preferred Stock
Shareholders' equity:
Preferred stock	4,304	5,365
Series B Preferred Stock
Shareholders' equity:
Preferred stock	63,498	63,498
Common stock B
Shareholders' equity:
Common stock	5,060	5,060
Common stock A
Shareholders' equity:
Common stock	$ 1,853,417	$ 1,359,555