UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________
FORM
10-QSB/A
Amendment
No. 2
[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange
Act
of
1934 for the quarterly period ended June 30, 2005
or
[
]
Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange
Act of 1934 for the transition period from _____ to _______
Commission
File Number 000-19061
USCORP
(Exact
name of registrant as specified in its charter)
Nevada
|
87-0403330
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
4535
W.
SAHARA AVE. SUITE 204
Las
Vegas, NV 89102
(Address
of principal executive offices)
(702)
933-4034
_______________
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
YES
[X]
NO [_]
As
of
June 30, 2005, the Registrant had 32,321, 431 shares
of
Common Stock, par value $.01, outstanding.
***
Explanatory
Note:
This
amendment Number 2 to the quarterly reports on Form 10-QSB/A for the
periods ended December 31, 2004, March 31, 2005 and June 30, 2005 is being
filed
in order to delete references to “reserves” and “development”, to correct the
misuse of the term “option” in relation to the Company’s acquisition of the
Kingman Area Claims; to expand the disclosures in Management’s Discussion and
Analysis or Plan of Operation, and in the Notes to the Consolidated Financial
Statements.
This
10-QSB/A also amends the Consolidated Balance Sheets and Consolidated Statement
of Operations and accompanying statements for the years ending September
30,
2004 and 2003 in that the mining rights have been impaired and expensed.
This
amended report on form 10-QSB/A is being filed to
include the exhibits that were inadvertently not included with the previous
filing.
USCORP
TABLE
OF
CONTENTS
PART
I -- FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
Item
1. Financial Statements
|
|
|
|
|
|
|
|
Independent
Auditors Report
|
|
3
|
|
|
|
|
|
Consolidated
Balance Sheet as of March 31, 2005 (unaudited)
|
|
4
|
|
|
|
|
|
Consolidated
Statements of Operations for the Six and Three Months Ended March
31, 2005
and 2004 (unaudited)
|
|
5
|
|
|
|
|
|
Consolidated
Statements of Shareholders' Equity as of March 31, 2005
(unaudited)
|
|
6
|
|
|
|
|
|
Consolidated
Statements of Cash Flows for the Six Months Ended March 31, 2005
(unaudited)
|
|
7
|
|
|
|
|
|
Notes
to Consolidated Financial Statements (unaudited)
|
|
8
|
|
|
|
|
|
Item
2. Management's Discussion and Analysis of Financial Condition
and Results
of Operations
|
|
13
|
|
|
|
|
|
Item
3. Controls and Procedures
|
|
17
|
|
|
|
|
|
PART
II -- OTHER INFORMATION
|
|
|
|
|
|
|
|
Item
6. Exhibits
|
|
18
|
|
|
|
|
|
SIGNATURES
|
|
19
|
|
PART
I FINANCIAL INFORMATION
DONAHUE
ASSOCIATES, LLC
Certified
Public Accountants
27
Beach Road Suite CO5A
Monmouth
Beach, NJ 07750
Tel.
732-229-7723
The
Shareholders
USCorp
(an
Exploration Stage Company)
We
have
reviewed the accompanying consolidated balance sheets of USCorp as of December
31, 2004 and the related statements of operations, cash flows, and changes
in
stockholders' equity for the three months ended December 31, 2004 and 2003.
These financial statements are the responsibility of management. Our
responsibility is to express an opinion on these financial statements based
on
our review.
We
conducted our review in accordance with reviewing standards generally accepted
by the Public Company Accounting Oversight Board in the United States of
America. Those standards require that we plan and perform the review to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. A review includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. A review also includes
assessing the accounting principles used and significant estimates made by
the
management, as well as evaluating the overall financial statement presentation.
We believe that our review provides a reasonable basis for our
opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of USCorp as of the dates referred
to
above and the related consolidated statements of operations and consolidated
statement of changes in shareholders’ equity and cash flows for the period then
ended then ended in conformity with generally accepted accounting principles
generally accepted in the United States of America.
As
more
fully discussed in Note 2 to the consolidated financial statements, there
are
significant matters concerning the Company that raise substantial doubt as
to
the ability of the Company to continue as a going concern. Management’s plans
with regard to these matters are also described in Note 2 to the consolidated
financial statements. The consolidated financial statements do not include
any
adjustments relating to the recoverability and classification of recorded
assets
or the amounts and classifications of recorded liabilities that might be
necessary in the event that the Company cannot continue in
existence.
/s/
Donahue Associates, L.L.C.
DONAHUE
ASSOCIATES, L.L.C.
Monmouth
Beach, New Jersey
January
27, 2004
USCorp
(an
exploration stage Company)
Balance
Sheet
As
of December 31, 2004 and September 30, 2004
|
|
As
restated
|
|
|
|
|
|
Unaudited
|
|
As
restated
|
|
ASSETS
|
|
12/31/2004
|
|
9/30/2004
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash
|
|
$
|
20,871
|
|
$
|
16,781
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
20,871
|
|
|
16,781
|
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
|
Equipment-
net
|
|
|
2,165
|
|
|
2,417
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
23,036
|
|
$
|
19,198
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable & accrued expenses
|
|
$
|
39,547
|
|
$
|
38,797
|
|
Subscriptions
payable-net
|
|
|
61,057
|
|
|
49,657
|
|
Advance
payable to shareholder
|
|
|
45,065
|
|
|
44,167
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
145,669
|
|
|
132,621
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
|
|
|
Series
A preferred stock, one share convertible to two shares of common;
10%
stated dividend, stated value $0.50, 10,000,000 shares authorized,
no
shares outstanding at September 30, 2004 and September 30,
2003
|
|
$
|
0
|
|
$
|
0
|
|
Series
B preferred stock, one share convertible to two shares of common;
10%
cumulative stated dividend, stated value $0.50, 50,000,000
shares
authorized, no shares outstanding at September 30, 2004 and
September 30,
2003
|
|
|
0
|
|
|
0
|
|
Common
stock- $.01 par value, authorized 100,000,000 shares, issued
and
outstanding, 29,531,459 shares at September 30, 2004 and December
31,
2004
|
|
|
297,814
|
|
|
295,314
|
|
Additional
paid in capital
|
|
|
6,763,216
|
|
|
6,685,716
|
|
|
|
|
|
|
|
|
|
Accumulated
deficit
|
|
|
(7,183,663
|
)
|
|
(7,094,453
|
)
|
|
|
|
|
|
|
|
|
Total
shareholders' equity
|
|
|
(122,633
|
)
|
|
(113,423
|
)
|
|
|
|
|
|
|
|
|
Total
Liabilities & Shareholders' Equity
|
|
$
|
23,036
|
|
$
|
19,198
|
|
See
the notes to the financial statements.
USCorp
(an
exploration stage Company)
Unaudited
Statements of Operations
For
the Quarters Ended December 31, 2004 and December 31, 2003
and
from Inception, May 1989 through December 31, 2004
|
|
|
|
As
Restated
|
|
|
|
10/1/04
to
|
|
10/1/03
to
|
|
Inception
|
|
|
|
12/31/2004
|
|
12/31/2003
|
|
to
Date
|
|
General
and administrative expenses:
|
|
|
|
|
|
|
|
Consulting
|
|
$
|
41,724
|
|
$
|
26,978
|
|
$
|
2,794,513
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration
|
|
|
40,708
|
|
|
13,451
|
|
|
3,330,287
|
|
License
expense
|
|
|
0
|
|
|
0
|
|
|
109,532
|
|
Professional
fees
|
|
|
5,880
|
|
|
2,480
|
|
|
340,499
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
general & administrative expenses
|
|
|
88,312
|
|
|
42,909
|
|
|
6,574,831
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss from operations
|
|
|
(88,312
|
)
|
|
(42,909
|
)
|
|
(6,574,831
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expenses):
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(898
|
)
|
|
(3,287
|
)
|
|
(8,832
|
)
|
Loss
on mining claim
|
|
|
0
|
|
|
0
|
|
|
(600,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
|
(89,210
|
)
|
|
(46,196
|
)
|
|
(7,183,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(89,210
|
)
|
$
|
(46,196
|
)
|
|
(7,183,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted net loss per common share
|
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted
|
|
|
29,549,041
|
|
|
26,758,448
|
|
|
|
|
See
the notes to the financial statements.
USCorp
(an
exploration stage Company)
Unaudited
Statements of Cash Flows
For
the Quarters Ended December 31, 2004 and December 31, 2003
and
from Inception, May 1989 through December 31, 2004
|
|
|
|
As
Restated
|
|
|
|
10/1/04
to
|
|
10/1/03
to
|
|
Inception
|
|
|
|
12/31/2004
|
|
12/31/2003
|
|
to
Date
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(89,210
|
)
|
$
|
(46,196
|
)
|
$
|
(7,183,663
|
)
|
Adjustments
to reconcile net income items not requiring the use of
cash:
|
|
|
|
|
|
|
|
|
|
|
Loss
on sale of mining claim
|
|
|
0
|
|
|
0
|
|
|
600,000
|
|
Consulting
fees
|
|
|
32,000
|
|
|
20,448
|
|
|
1,978,492
|
|
Depreciation
expense
|
|
|
252
|
|
|
|
|
|
835
|
|
Impairment
expense
|
|
|
|
|
|
|
|
|
2,449,466
|
|
Interest
expense
|
|
|
898
|
|
|
3,287
|
|
|
8,832
|
|
Changes
in other operating assets and liabilities :
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
750
|
|
|
(23,832
|
)
|
|
(302,999
|
)
|
Net
cash used by operations
|
|
|
(55,310
|
)
|
|
(46,293
|
)
|
|
(2,449,037
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
|
|
|
|
|
Purchase
of equipment
|
|
|
0
|
|
|
0
|
|
|
(3,000
|
)
|
Net
cash used by investing activities
|
|
|
0
|
|
|
0
|
|
|
(3,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
48,000
|
|
|
0
|
|
|
2,088,539
|
|
Subscriptions
received
|
|
|
15,168
|
|
|
0
|
|
|
118,343
|
|
Placement
fees
|
|
|
(3,768
|
)
|
|
0
|
|
|
(5,518
|
)
|
Advance
from shareholder
|
|
|
0
|
|
|
1,000
|
|
|
40,000
|
|
Capital
contributed by shareholders
|
|
|
0
|
|
|
0
|
|
|
231,544
|
|
Net
cash provided by financing activities
|
|
|
59,400
|
|
|
1,000
|
|
|
2,472,908
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash during the fiscal year
|
|
|
4,090
|
|
|
(45,293
|
)
|
|
20,871
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance at beginning of the fiscal year
|
|
|
16,781
|
|
|
59,555
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance at end of the fiscal year
|
|
$
|
20,871
|
|
$
|
14,262
|
|
$
|
20,871
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Interest
paid during the fiscal year
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
Income
taxes paid during the fiscal year
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
See
the notes to the financial statements.
USCorp
(an
exploration stage Company)
Unaudited
Statement of Changes in Shareholders Equity
From
October 1, 2004 to December 31, 2004
As
Restated
|
|
Common
|
|
Common
|
|
Paid
in
|
|
Accumulated
|
|
|
|
|
|
Shares
|
|
Par
Value
|
|
Capital
|
|
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at October 1, 2003
|
|
|
25,793,073
|
|
$
|
257,931
|
|
$
|
6,685,716
|
|
$
|
(6,130,345
|
)
|
$
|
813,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock to pay bills
|
|
|
1,069,945
|
|
|
10,699
|
|
|
460,077
|
|
|
|
|
|
470,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
56,800
|
|
|
568
|
|
|
19,880
|
|
|
|
|
|
20,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
(46,196
|
)
|
|
(46,196
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2003
|
|
|
26,919,818
|
|
|
269,198
|
|
|
7,165,673
|
|
|
(6,176,541
|
)
|
|
3,707,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2004
|
|
|
29,531,459
|
|
|
295,314
|
|
|
6,685,716
|
|
|
(7,094,453
|
)
|
$
|
(113,423
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
150,000
|
|
|
1,500
|
|
|
46,500
|
|
|
|
|
|
48,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
100,000
|
|
|
1,000
|
|
|
31,000
|
|
|
|
|
|
32,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
(89,210
|
)
|
|
(89,210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2004
|
|
|
29,781,459
|
|
$
|
297,814
|
|
$
|
6,763,216
|
|
$
|
(7,183,663
|
)
|
$
|
2,326,833
|
|
See
the notes to the financial statements.
DONAHUE
ASSOCIATES, LLC
Certified
Public Accountants
27
Beach Road Suite CO5A
Monmouth
Beach, NJ 07750
Tel.
732-229-7723
The
Shareholders
USCorp
(an
Exploration Stage Company)
We
have
reviewed the accompanying consolidated balance sheets of USCorp as of March
31,
2005 and the related statements of operations, cash flows, and changes in
stockholders' equity for the six months ended March 31, 2005 and 2004. These
financial statements are the responsibility of management. Our responsibility
is
to express an opinion on these financial statements based on our
review.
We
conducted our review in accordance with reviewing standards generally accepted
by the Public Company Accounting Oversight Board in the United States of
America. Those standards require that we plan and perform the review to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. A review includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. A review also includes
assessing the accounting principles used and significant estimates made by
the
management, as well as evaluating the overall financial statement presentation.
We believe that our review provides a reasonable basis for our
opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of USCorp as of the dates referred
to
above and the related consolidated statements of operations and consolidated
statement of changes in shareholders’ equity and cash flows for the period then
ended then ended in conformity with generally accepted accounting principles
generally accepted in the United States of America.
As
more
fully discussed in Note 2 to the consolidated financial statements, there
are
significant matters concerning the Company that raise substantial doubt as
to
the ability of the Company to continue as a going concern. Management’s plans
with regard to these matters are also described in Note 2 to the consolidated
financial statements. The consolidated financial statements do not include
any
adjustments relating to the recoverability and classification of recorded
assets
or the amounts and classifications of recorded liabilities that might be
necessary in the event that the Company cannot continue in
existence.
/s/
Donahue Associates, L.L.C.
DONAHUE
ASSOCIATES, L.L.C.
Monmouth
Beach, New Jersey
May
9,
2005
USCorp
(an
Exploration Stage Company)
Balance Sheet
As
of March 31, 2005 and September 30, 2004
|
|
As
Restated
|
|
As
Restated
|
|
|
|
Unaudited
|
|
Audited
|
|
|
|
3/31/2005
|
|
9/30/2004
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash
|
|
$
|
4,864
|
|
$
|
16,781
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
25,540
|
|
|
16,781
|
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
|
Equipment-
net
|
|
|
5,105
|
|
|
2,417
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
9,969
|
|
$
|
19,198
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable & accrued expenses
|
|
$
|
6,298
|
|
$
|
38,797
|
|
Subscriptions
payable-net
|
|
|
0
|
|
|
49,657
|
|
Notes
payable to shareholder
|
|
|
0
|
|
|
44,167
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
6,298
|
|
|
132,621
|
|
|
|
|
|
|
|
|
|
Advances
from shareholders
|
|
|
35,994
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
|
|
|
Series
A preferred stock, one share convertible to eight shares of
common; 10%
stated dividend, stated value $0.50, 10,000,000 shares authorized,
no
shares outstanding
|
|
$
|
0
|
|
$
|
0
|
|
Series
B preferred stock, one share convertible to eight shares of
common; 10%
cumulative stated dividend, stated value $0.50, 50,000,000
shares
authorized, 155,000 shares outstanding
|
|
|
71,982
|
|
|
0
|
|
Common
stock- $.01 par value, authorized 100,000,000 shares, issued
and
outstanding, 29,531,459 shares at September 30, 2004
and 30,411,431
at March 31, 2005
|
|
|
304,114
|
|
|
295,314
|
|
Additional
paid in capital
|
|
|
6,853,116
|
|
|
6,685,716
|
|
|
|
|
|
|
|
|
|
Accumulated
deficit
|
|
|
(7,261,535
|
)
|
|
(7,094,453
|
)
|
|
|
|
|
|
|
|
|
Total
shareholders' equity
|
|
$
|
(32,323
|
)
|
$
|
(113,423
|
)
|
|
|
|
|
|
|
|
|
Total
Liabilities & Shareholders' Equity
|
|
$
|
9,969
|
|
$
|
19,198
|
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Unaudited Statements of Operations
For
the Six Months and Quarters Ended March 31, 2005 and March 31,
2004
and
from Inception, May 1989 through March 31, 2005
|
|
|
|
|
|
|
|
|
|
As
Restated
|
|
|
|
10/1/04
to
|
|
10/1/03
to
|
|
1/1/2005
to
|
|
1/1/2004
to
|
|
Inception
|
|
|
|
3/31/2005
|
|
3/31/2004
|
|
3/31/2005
|
|
3/31/2004
|
|
to
Date
|
|
General
and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
|
54,189
|
|
|
56,641
|
|
|
13,481
|
|
|
29,663
|
|
|
2,806,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration
|
|
|
79,624
|
|
|
42,244
|
|
|
79,624
|
|
|
17,793
|
|
|
3,369,203
|
|
License
expense
|
|
|
45
|
|
|
700
|
|
|
(5,835
|
)
|
|
700
|
|
|
109,557
|
|
Professional
fees
|
|
|
6,830
|
|
|
7,273
|
|
|
(81,482
|
)
|
|
4,793
|
|
|
341,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
general & administrative expenses
|
|
|
140,688
|
|
|
106,858
|
|
|
5,788
|
|
|
63,949
|
|
|
6,627,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss from operations
|
|
|
(140,688
|
)
|
|
(106,858
|
)
|
|
(5,788
|
)
|
|
(63,949
|
)
|
|
(6,627,207
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(2,394
|
)
|
|
(3,706
|
)
|
|
(2,394
|
)
|
|
(419
|
)
|
|
(10,328
|
)
|
Loss
on mining claim
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(600,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
|
(143,082
|
)
|
|
(110,564
|
)
|
|
(8,182
|
)
|
|
(64,368
|
)
|
|
(7,237,535
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before extraordinary item
|
|
|
(143,082
|
)
|
|
(110,564
|
)
|
|
(8,182
|
)
|
|
(6,438
|
)
|
|
(7,237,535
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extraordinary
item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
debt
conversion (net of tax)
|
|
|
(24,000
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(24,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
(167,082
|
)
|
|
(110,564
|
)
|
|
(8,182
|
)
|
|
64,368
|
|
|
(7,261,535
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted net loss per common share
|
|
|
(0.01
|
)
|
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted
|
|
|
29,827,947
|
|
|
26,898,968
|
|
|
30,113,034
|
|
|
27,040,818
|
|
|
|
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Unaudited
Statements of Cash Flows
For
the six Months and Quarters Ended March 31, 2005 and March 31,
2004
and
from Inception, May 1989 through March 31, 2005
|
|
|
|
|
|
As
restated
|
|
|
|
10/1/04
to
|
|
10/1/03
to
|
|
Inception
|
|
|
|
3/31/2005
|
|
3/31/2004
|
|
to
Date
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(167,082
|
)
|
$
|
(110,564
|
)
|
$
|
(7,261,535
|
)
|
Adjustments
to reconcile net income items not requiring cash:
|
|
|
|
|
|
|
|
|
|
|
Loss
on sale of mining claim
|
|
|
0
|
|
|
0
|
|
|
600,000
|
|
Consulting
fees
|
|
|
64,200
|
|
|
41,448
|
|
|
2,010,692
|
|
Depreciation
expense
|
|
|
893
|
|
|
0
|
|
|
1,476
|
|
Interest
expense
|
|
|
2,394
|
|
|
3,706
|
|
|
10,328
|
|
Impairment
expense
|
|
|
0
|
|
|
0
|
|
|
2,466,449
|
|
Debt
conversion (net of tax)
|
|
|
24,000
|
|
|
0
|
|
|
24,000
|
|
Changes
in other operating assets and liabilities :
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
(32,499
|
)
|
|
(43,832
|
)
|
|
(336,248
|
)
|
Net
cash used by operations
|
|
|
(108,094
|
)
|
|
(109,242
|
)
|
|
(2,501,821
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
|
|
|
|
|
Purchase
of equipment
|
|
|
(3,581
|
)
|
|
(3,000
|
)
|
|
(6,581
|
)
|
Net
cash used by investing activities
|
|
|
(3,581
|
)
|
|
(3,000
|
)
|
|
(6,581
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
48,000
|
|
|
60,000
|
|
|
2,088,539
|
|
Issuance
of preferred stock
|
|
|
27,843
|
|
|
0
|
|
|
27,843
|
|
Subscriptions
received
|
|
|
0
|
|
|
0
|
|
|
123,952
|
|
Placement
fees
|
|
|
(5,518
|
)
|
|
0
|
|
|
(5,518
|
)
|
Advance
from shareholder
|
|
|
29,433
|
|
|
1,000
|
|
|
46,906
|
|
Capital
contributed by shareholders
|
|
|
0
|
|
|
0
|
|
|
231,544
|
|
Net
cash provided by financing activities
|
|
|
99,758
|
|
|
61,000
|
|
|
2,513,266
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash during the fiscal year
|
|
|
(11,917
|
)
|
|
(51,242
|
)
|
|
4,864
|
|
Cash
balance at beginning of the fiscal year
|
|
|
16,781
|
|
|
59,555
|
|
|
0
|
|
Cash
balance at end of the fiscal year
|
|
$
|
4,864
|
|
$
|
8,313
|
|
$
|
4,864
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Interest
paid during the fiscal year
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
Income
taxes paid during the fiscal year
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Unaudited
Statement of Changes in Shareholders Equity
From
October 1, 2004 to March 31, 2005 and
From
October 1, 2003 to March 31, 2004
As
Restated
|
|
Common
|
|
Common
|
|
Paid
in
|
|
Preferred
|
|
Preferred
|
|
Accumulated
|
|
|
|
|
|
Shares
|
|
Par
Value
|
|
Capital
|
|
Shares
|
|
Value
|
|
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at October 1, 2003
|
|
|
25,793,073
|
|
$
|
257,931
|
|
$
|
5,366,425
|
|
|
0
|
|
$
|
0
|
|
$
|
(6,130,345
|
)
|
$
|
(505,989
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
150,000
|
|
|
1,500
|
|
|
58,500
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock to pay bills
|
|
|
1,069,945
|
|
|
10,699
|
|
|
460,077
|
|
|
|
|
|
|
|
|
|
|
|
470,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
116,800
|
|
|
1,168
|
|
|
40,280
|
|
|
|
|
|
|
|
|
|
|
|
41,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(110,564
|
)
|
|
(110,564
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at March 31, 2004
|
|
|
27,129,818
|
|
$
|
271,298
|
|
$
|
5,925,282
|
|
|
0
|
|
$
|
0
|
|
$
|
(6,240,909
|
)
|
$
|
(44,329
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at October 1, 2004
|
|
|
29,531,459
|
|
$
|
295,314
|
|
$
|
6,685,716
|
|
|
0
|
|
$
|
0
|
|
$
|
(7,094,453
|
)
|
$
|
(113,423
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
150,000
|
|
|
1,500
|
|
|
46,500
|
|
|
|
|
|
|
|
|
|
|
|
48,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
330,000
|
|
|
3,300
|
|
|
60,900
|
|
|
|
|
|
|
|
|
|
|
|
64,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock to pay debt
|
|
|
400,000
|
|
|
4,000
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
64,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
155,000
|
|
|
71,982
|
|
|
|
|
|
71,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(167,082
|
)
|
|
(167,082
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at March 31, 2005
|
|
|
30,411,459
|
|
$
|
304,114
|
|
$
|
6,853,116
|
|
|
155,000
|
|
$
|
71,982
|
|
$
|
(7,261,535
|
)
|
$
|
(32,323
|
)
|
See
the notes to the financial statements.
DONAHUE
ASSOCIATES, LLC
Certified
Public Accountants
27
Beach Road Suite CO5A
Monmouth
Beach, NJ 07750
Tel.
732-229-7723
The
Shareholders
USCorp
(an
Exploration Stage Company)
We
have
reviewed the accompanying consolidated balance sheets of USCorp as of June
30,
2005 and the related statements of operations, cash flows, and changes in
stockholders' equity for the nine months ended June 30, 2005 and 2004. These
financial statements are the responsibility of management. Our responsibility
is
to express an opinion on these financial statements based on our
review.
We
conducted our review in accordance with reviewing standards generally accepted
by the Public Company Accounting Oversight Board in the United States of
America. Those standards require that we plan and perform the review to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. A review includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. A review also includes
assessing the accounting principles used and significant estimates made by
the
management, as well as evaluating the overall financial statement presentation.
We believe that our review provides a reasonable basis for our
opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of USCorp as of the dates referred
to
above and the related consolidated statements of operations and consolidated
statement of changes in shareholders’ equity and cash flows for the period then
ended then ended in conformity with generally accepted accounting principles
generally accepted in the United States of America.
As
more
fully discussed in Note 2 to the consolidated financial statements, there
are
significant matters concerning the Company that raise substantial doubt as
to
the ability of the Company to continue as a going concern. Management’s plans
with regard to these matters are also described in Note 2 to the consolidated
financial statements. The consolidated financial statements do not include
any
adjustments relating to the recoverability and classification of recorded
assets
or the amounts and classifications of recorded liabilities that might be
necessary in the event that the Company cannot continue in
existence.
/s/
Donahue Associates, L.L.C.
DONAHUE
ASSOCIATES, L.L.C.
Monmouth
Beach, New Jersey
August
2,
2005
USCorp
(an
Exploration Stage Company)
Balance
Sheet
As
of June 30, 2005 and September 30, 2004
|
|
As
Restated
|
|
As
Restated
|
|
|
|
Unaudited
|
|
Audited
|
|
ASSETS
|
|
6/30/2005
|
|
9/30/2004
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash
|
|
$
|
25,540
|
|
$
|
16,781
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
25,540
|
|
|
16,781
|
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
|
Equipment-
net
|
|
|
4,559
|
|
|
2,417
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
30,099
|
|
$
|
19,198
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable & accrued expenses
|
|
$
|
7,576
|
|
$
|
38,797
|
|
Subscriptions
payable-net
|
|
|
0
|
|
|
49,657
|
|
Notes
payable to shareholder
|
|
|
0
|
|
|
44,167
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
7,576
|
|
|
132,621
|
|
|
|
|
|
|
|
|
|
Advances
to shareholders
|
|
|
85,195
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
|
|
|
Series
A preferred stock, one share convertible to eight shares of
common; 10%
stated dividend, stated value $0.50, 10,000,000 shares authorized,
no
shares outstanding
|
|
$
|
0
|
|
$
|
0
|
|
Series
B preferred stock, one share convertible to eight shares of
common; 10%
cumulative stated dividend, stated value $0.50, 50,000,000
shares
authorized, 155,000 shares outstanding
|
|
|
71,982
|
|
|
0
|
|
Common
stock- $.01 par value, authorized 100,000,000 shares, issued
and
outstanding, 29,531,459 shares at September 30, 2004 and 32,321,
431 at
June 30, 2005
|
|
|
323,214
|
|
|
295,314
|
|
Additional
paid in capital
|
|
|
7,082,316
|
|
|
6,685,716
|
|
|
|
|
|
|
|
|
|
Accumulated
deficit
|
|
|
(7,540,184
|
)
|
|
(7,094,453
|
)
|
|
|
|
|
|
|
|
|
Total
shareholders' equity
|
|
|
(62,672
|
)
|
|
(113,423
|
)
|
|
|
|
|
|
|
|
|
Total
Liabilities & Shareholders' Equity
|
|
$
|
30,099
|
|
$
|
19,198
|
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Unaudited
Statements of Operations
For
the Nine Months and Quarters Ended June 30, 2005 and June 30,
2004
and
from Inception, May 1989 through June 30, 2005
|
|
|
|
|
|
|
|
|
|
As
Restated
|
|
|
|
10/1/04
to
|
|
10/1/03
to
|
|
5/1/2005
|
|
5/1/2004
|
|
Inception
|
|
|
|
6/30/2005
|
|
6/30/2004
|
|
6/30/2005
|
|
6/30/2004
|
|
to
Date
|
|
General
and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
$314,765
|
|
$217,332
|
|
$260,576
|
|
$160,691
|
|
$3,067,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration
|
|
94,831
|
|
109,460
|
|
15,207
|
|
67,330
|
|
3,384,410
|
|
License
expense
|
|
245
|
|
2,275
|
|
200
|
|
1,461
|
|
109,777
|
|
Professional
fees
|
|
9,230
|
|
13,933
|
|
2,400
|
|
6,660
|
|
343,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
general & administrative expenses
|
|
419,071
|
|
343,000
|
|
278,383
|
|
236,142
|
|
6,905,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss from operations
|
|
(419,071)
|
|
(343,000)
|
|
(278,383)
|
|
(236,142)
|
|
(6,905,590)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
(2,660)
|
|
(3,758)
|
|
(266)
|
|
(52)
|
|
(10,594)
|
|
Loss
on mining claim
|
|
0
|
|
0
|
|
0
|
|
0
|
|
(600,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
(421,731)
|
|
(346,758)
|
|
(278,649)
|
|
(236,194)
|
|
(7,516,184)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before extraordinary item
|
|
(421,731)
|
|
(346,758)
|
|
(278,649)
|
|
(236,194)
|
|
(7,516,184)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extraordinary
item:
|
|
|
|
|
|
|
|
|
|
|
|
Debt
conversion (net of tax)
|
|
(24,000)
|
|
0
|
|
0
|
|
0
|
|
(24,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(445,731
|
)
|
$
|
(346,758
|
)
|
$
|
(278,649
|
)
|
$
|
(236,194
|
)
|
$
|
(7,540,184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted net loss per common share
|
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted
|
|
|
30,577,709
|
|
|
27,059,984
|
|
|
32,088,017
|
|
|
27,384,820
|
|
|
|
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Unaudited
Statements of Cash Flows
For
the Nine Months and Quarters Ended June 30, 2005 and June 30,
2004
and
from Inception, May 1989 through June 30, 2005
|
|
|
|
|
|
As
Restated
|
|
|
|
10/1/04
to
|
|
10/1/03
to
|
|
Inception
|
|
|
|
3/31/2005
|
|
3/31/2004
|
|
to
Date
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(445,731
|
)
|
$
|
(110,564
|
)
|
$
|
(7,540,184
|
)
|
Adjustments
to reconcile net income items not requiring the use of
cash:
|
|
|
|
|
|
|
|
|
|
|
Loss
on sale of mining claim
|
|
|
0
|
|
|
0
|
|
|
600,000
|
|
Consulting
fees
|
|
|
312,500
|
|
|
41,448
|
|
|
2,258,992
|
|
Depreciation
expense
|
|
|
1,439
|
|
|
0
|
|
|
2,022
|
|
Interest
expense
|
|
|
2,660
|
|
|
3,706
|
|
|
9,316
|
|
Impairment
expense
|
|
|
|
|
|
|
|
|
2,449,466
|
|
Debt
conversion (net of tax)
|
|
|
24,000
|
|
|
0
|
|
|
24,000
|
|
Changes
in other operating assets and liabilities :
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
(31,221
|
)
|
|
(43,832
|
)
|
|
(334,970
|
)
|
Net
cash used by operations
|
|
|
(136,353
|
)
|
|
(109,242
|
)
|
|
(2,531,358
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
|
|
|
|
|
Purchase
of equipment
|
|
|
(3,581
|
)
|
|
(3,000
|
)
|
|
(6,581
|
)
|
Net
cash used by investing activities
|
|
|
(3,581
|
)
|
|
(3,000
|
)
|
|
(6,581
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
48,000
|
|
|
60,000
|
|
|
2,088,539
|
|
Issuance
of preferred stock
|
|
|
27,843
|
|
|
0
|
|
|
27,843
|
|
Subscriptions
received
|
|
|
0
|
|
|
0
|
|
|
123,952
|
|
Placement
fees
|
|
|
(5,518
|
)
|
|
0
|
|
|
(5,518
|
)
|
Advance
from shareholder
|
|
|
78,368
|
|
|
1,000
|
|
|
97,119
|
|
Capital
contributed by shareholders
|
|
|
0
|
|
|
0
|
|
|
231,544
|
|
Net
cash provided by financing activities
|
|
|
148,693
|
|
|
61,000
|
|
|
2,563,479
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash during the fiscal year
|
|
|
8,759
|
|
|
(51,242
|
)
|
|
25,540
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance at beginning of the fiscal year
|
|
|
16,781
|
|
|
59,555
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance at end of the fiscal year
|
|
$
|
25,540
|
|
$
|
8,313
|
|
$
|
25,540
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Interest
paid during the fiscal year
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
Income
taxes paid during the fiscal year
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Unaudited
Statement of Changes in Shareholders Equity
From
October 1, 2004 to March 31, 2005 and
From
October 1, 2003 to March 31, 2004
As
Restated
|
|
Common
|
|
Common
|
|
Paid
in
|
|
Preferred
|
|
Preferred
|
|
Accumulated
|
|
|
|
|
|
Shares
|
|
Par
Value
|
|
Capital
|
|
Shares
|
|
Value
|
|
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at October 1, 2003
|
|
|
25,793,073
|
|
$
|
257,931
|
|
$
|
5,366,425
|
|
|
0
|
|
$
|
0
|
|
$
|
(6,130,345
|
)
|
$
|
(505,989
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
150,000
|
|
|
1,500
|
|
|
58,500
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock to pay bills
|
|
|
1,069,945
|
|
|
10,699
|
|
|
460,077
|
|
|
|
|
|
|
|
|
|
|
|
470,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
116,800
|
|
|
1,168
|
|
|
40,280
|
|
|
|
|
|
|
|
|
|
|
|
41,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
339,050
|
|
|
3,391
|
|
|
166,134
|
|
|
|
|
|
|
|
|
|
|
|
169,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
400,000
|
|
|
4,000
|
|
|
116,000
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(346,758
|
)
|
|
(346,758
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2004
|
|
|
27,868,868
|
|
$
|
278,689
|
|
$
|
6,207,416
|
|
|
0
|
|
$
|
0
|
|
$
|
(6,477,103
|
)
|
$
|
9,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at October 1, 2004
|
|
|
29,531,459
|
|
$
|
295,314
|
|
$
|
6,685,716
|
|
|
0
|
|
$
|
0
|
|
$
|
(7,094,453
|
)
|
$
|
(113,423
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
150,000
|
|
|
1,500
|
|
|
46,500
|
|
|
|
|
|
|
|
|
|
|
|
48,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
2,240,000
|
|
|
22,400
|
|
|
290,100
|
|
|
|
|
|
|
|
|
|
|
|
312,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock to pay debt
|
|
|
400,000
|
|
|
4,000
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
64,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
155,000
|
|
|
71,982
|
|
|
|
|
|
71,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(445,731
|
)
|
|
(445,731
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2005
|
|
|
32,321,459
|
|
$
|
323,214
|
|
$
|
7,082,316
|
|
|
155,000
|
|
$
|
71,982
|
|
$
|
(7,540,184
|
)
|
$
|
(62,672
|
)
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Unaudited
Notes to the Financial Statements
For
the Nine Months and Quarters Ended June 30, 2005 and June 30,
2004
1. |
Organization
of the Company and Significant Accounting
Principles
|
USCorp.
(the “Company”) is a publicly held corporation formed in May 1989 in the state
of Nevada as The Movie Greats Network, Inc. In August 1992, the Company changed
its name to The Program Entertainment Group, Inc. and in August 1997 the
Company
changed its name to Santa Maria Resources, Inc. In September 2000 the Company
changed its name to Fantasticon, Inc. and in January 2002 the Company changed
its name to US Corp.
In
April
2002 the Company acquired US Metals, Inc. (“USMetals”), a Nevada corporation, by
issuing 24,200,000 shares of common stock. US Metals became a wholly owned
subsidiary of the Company.
The
Company, through its wholly owned subsidiary, USMetals, owns 141 Lode Mining
Claims in the Eureka Mining District of Yavapai County, Arizona, called the
Twin
Peaks Mine; and through its wholly owned subsidiary Southwest Resource
Development, Inc., owns 8 Lode and 21 Placer Claims in the Mesquite Mining
District of Imperial County, California, which the Company refers to as the
Chocolate Mountain Region Claims and one Lode and one Placer claim in the
Pilgrim Mining District of Mohave County, Arizona which the Company refers
to as
the Kingman Area Claims.
The
Company has no business operations to date.
Use
of Estimates-
The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make reasonable estimates and
assumptions that affect the reported amounts of the assets and liabilities
and
disclosure of contingent assets and liabilities and the reported amounts
of
revenues and expenses at the date of the financial statements and for the
period
they include. Actual results may differ from these estimates.
Cash
and interest bearing deposits-
For the
purpose of calculating changes in cash flows, cash includes all cash balances
and highly liquid short-term investments with an original maturity of three
months or less.
Long
Lived Assets-
The
Company reviews for the impairment of long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may
not
be recoverable. An impairment loss would be recognized when estimated future
cash flows expected to result from the use of the asset and its eventual
disposition is less than its carrying amount.
Shareholder
Loans Payable- The
Company applies Emerging Issues Task Force (EITF) No. 98-5, Accounting
for Convertible Debt Issued with Beneficial Conversion
Features.
EITF
No.98-5 requires that a beneficial conversion feature be recognized upon
the
issuance of the debt with a favorable conversion feature, and the resultant
debt
discount be amortized to interest expense during the period from the date
of
issuance to the date the securities become convertible.
Property
and Equipment-
Property
and equipment are stated at cost. Depreciation expense is computed using
the
straight-line method over the estimated useful life of the asset, which is
estimated at three years.
Income
taxes- The
Company accounts for income taxes in accordance with the Statement of Accounting
Standards No. 109 (SFAS No. 109), "Accounting
for Income Taxes".
SFAS
No. 109 requires an asset and liability approach to financial accounting
and
reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for differences between financial statement and income
tax
bases of assets and liabilities that will result in taxable income or deductible
expenses in the future based on enacted tax laws and rates applicable to
the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets and liabilities to the amount expected to be realized. Income tax
expense
is the tax payable or refundable for the period adjusted for the change during
the period in deferred tax assets and liabilities.
Mineral
Properties-
The
Company uses the successful efforts method of accounting for mineral properties.
Costs incurred to acquire mineral interest in properties, to drill and equip
exploratory sites within the claims groups are capitalized. Costs to conduct
exploration and assay work that does not find proved reserves, geological
and
geophysical costs and costs of carrying and retaining unproved sites are
expensed. Potential mineral properties are periodically assessed for impairment
of value and a loss will be recognized at the time of impairment.
Revenue
Recognition-
Mineral
sales will result from undivided interests held by the Company in mineral
properties. Sales of minerals will be recognized when delivered to be picked
up
by the purchaser. Mineral sales from marketing activities will result from
sales
by the Company of minerals produced by the Company (or affiliated entities)
and
will be recognized when delivered to purchasers. Mining revenues generated
from
the Company’s day rate contracts, included in mine services revenue, will be
recognized as services are performed or delivered.
Exploration
Stage Company-
the
Company has had no operations or revenues since its inception and therefore
qualifies for treatment as an Exploration Stage company as per Statement
of
Financial Accounting Standards (SFAS) No. 7. As per SFAS No. 7, financial
transactions are accounted for as per generally accepted accounted principles.
Costs incurred during the exploration stage are accumulated in “losses
accumulated during the exploration stage” and are reported in the Stockholders’
Equity section of the balance sheet.
The
accompanying financial statements have been presented in accordance with
generally accepted accounting principals, which assume the continuity of
the
Company as a going concern. However, the Company has incurred significant
losses
since its inception and has no business operations and continues to rely
on the
issuance of shares to raise capital to fund its business operations.
Management’s
plans with regard to this matter are as follows:
-
Raise
capital to complete the company’s mining plan of operations.
-
Complete exploration and drilling on claims of the Twin Peaks Mine and Chocolate
Mountain Region Claims.
-
Complete testing operations on all properties.
-
Complete reports and feasibility studies on the Twin Peaks Mine and Chocolate
Mountain Region Claims.
-
Bring
the Twin Peaks Mine and Chocolate Mountain Region Claims to full-scale
commercial mining.
-
Obtain
a credit facility based in part on the value of its proven reserves when
necessary and if appropriate given market conditions.
3.
Net Loss per Share
The
Company applies SFAS No. 128, “Earnings
per Share”to
calculate loss per share. In accordance with SFAS No. 128, basic net loss
per
share has been computed based on the weighted average of common shares
outstanding during the years. Fully diluted loss per share includes the dilutive
effects of outstanding common stock equivalents. There are no financial
instruments convertible into common stock at June 30, 2005.
|
|
2004
|
|
2003
|
|
|
|
|
|
|
|
Shares
outstanding
|
|
|
32,321,461
|
|
|
25,793,073
|
|
|
|
|
|
|
|
|
|
Weighted
average
|
|
|
30,577,709
|
|
|
25,352,944
|
|
4.
Related Party Transactions
The
Company is provided office space by the chief executive officer and majority
shareholder at no cost to the Company.
In
September 2003, the Company issued convertible debt at no interest to
shareholders in the Company and received proceeds of $40,000. The debt matured
in September 2004 and entitled the shareholders to convert the debt into
100,000
shares of common stock at an exercise price of $0.40 per share. The Company
recorded a beneficial conversion feature of $3,767 as a result of the
transaction and amortized the beneficial conversion feature to interest expense
during fiscal year 2004. In addition, the Company imputed interest on the
shareholder advance of 10% and recorded the interest expense in the statement
of
operations.
This
debt
and the attendant detachable warrants were extinguished by the Company in
February 2005 by issuing 400,000 shares of common stock. The Company recognized
a loss on the retirement of this debt of $24,000, net of tax, in the statement
of operations.
The
majority shareholder and president of the Company advanced the Company $85,195
during fiscal year 2005 at no interest. The Company imputed interest at the
Company’s cost of capital of 8% and recorded $2,660 in interest expense for the
nine months ended June 30, 2005.
5.
Property and Equipment
A
summary
of equipment is as follows:
|
|
6/30/2005
|
|
9/30/2004
|
|
|
|
|
|
|
|
Office
equipment
|
|
|
6,581
|
|
|
3,000
|
|
Accumulated
depreciation
|
|
|
(2,022
|
)
|
|
(583
|
)
|
|
|
|
|
|
|
|
|
Net
property & equipment
|
|
$
|
4,559
|
|
$
|
2,417
|
|
6.
Issuances of Common stock
In
December 2004, the Company issued 150,000 shares of common stock and received
proceeds of $48,000. In addition, the Company issued 330,000 shares of common
stock to consultants for services rendered. In April 2005, the Company issued
1,910,000 shares of common stock for services.
7.
Issuance of Preferred Stock
In
June
2004, the Company offered a private placement of 6 million units. Each unit
of
the private placement contained on share of preferred stock and one warrant
at a
price of $0.50 per unit. The offer terminates in January 2005.
Each
preferred share is convertible into two common shares at any time at the
election of the preferred shareholder. Each warrant represents the right
of the
holder to purchase one additional preferred share at a price of $0.50 during
the
two-year period following the date of their issuance. The Company may call
the
warrants at any time at a redemption price of $0.001 per warrant provided
the
price of its common stock has traded above $1 for 20 consecutive days.
The
preferred shares accrue interest at the rate of 10% per annum of the purchase
price of $0.50, or $0.05 per year, payable annually in arrears. The Company
may
elect to make payment of interest in the form of common shares. In which
case
the number of common shares payable will equal the amount of interest payable
divided by the closing price of the common shares on the date the dividend
is
declared by the Company.
The
preferred shares are redeemable by the Company at any time after one year
from
the date of their issuance provided that the common shares have sustained
a
trading price of not less than $1.00 per common share for at least 20
consecutive trading days. If the Company elects to redeem the Shares, the
redemption price shall be determined as follows:
(i) |
During
the second year after their issuance at $0.575 per preferred
share;
|
(ii) |
During
the third year after their issuance at $0.55 per preferred
share;
|
(iii) |
During
the fourth year after their issuance at $0.525 per preferred
share;
|
(iv) |
After
the fourth year after their issuance at $0.50 per preferred
share.
|
During
2004, the Company received $55,175 of subscriptions for 112,500
units.
8.
Income Tax Provision
Provision
for income taxes is comprised of the following:
|
|
|
|
|
|
|
|
6/30/2005
|
|
6/30/2004
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
$
|
(419,071
|
)
|
$
|
(346,758
|
)
|
|
|
|
|
|
|
|
|
Current
tax expense:
|
|
|
|
|
|
|
|
Federal
|
|
$
|
0
|
|
$
|
0
|
|
State
|
|
|
0
|
|
|
0
|
|
Total
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
Less
deferred tax benefit:
|
|
|
|
|
|
|
|
Timing
differences
|
|
|
(1,652,589
|
)
|
|
(1,623,511
|
)
|
Allowance
for recoverability
|
|
|
1,652,589
|
|
|
1,623,511
|
|
Provision
for income taxes
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
Statutory
U.S. federal rate
|
|
|
34
|
%
|
|
34
|
%
|
Statutory
state and local income tax
|
|
|
10
|
%
|
|
10
|
%
|
Less
allowance for tax recoverability
|
|
|
-44
|
%
|
|
-44
|
%
|
Effective
rate
|
|
|
0
|
%
|
|
0
|
%
|
|
|
|
|
|
|
|
|
Deferred
income taxes are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing
differences
|
|
$
|
1,652,589
|
|
$
|
1,623,511
|
|
Allowance
for recoverability
|
|
|
(1,652,589
|
)
|
|
(1,623,511
|
)
|
Deferred
tax benefit
|
|
$
|
0
|
|
$
|
0
|
|
Note:
The
deferred tax benefits arising from the timing differences begin to expire
in
fiscal year 2010
and
may not be recoverable upon the purchase of the Company under current IRS
statutes.
9.
Restatement
Subsequent
to the issuance of this report, management determined that the mining claim
asset should have been impaired in the year it was acquired, fiscal 2002,
because the estimate of the future cash flows discounted to the present could
not be reasonably estimated nor assured. The restatement affected total assets
and total shareholders’ deficit as follows:
|
|
As
Restated
|
|
As
Reported
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
30,099
|
|
$
|
2,479,565
|
|
Shareholders'
Deficit
|
|
$
|
(62,672
|
)
|
$
|
2,386,794
|
|
ITEM
2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You
should read the following discussion and analysis in conjunction with the
Consolidated Financial Statements and Notes thereto, and the other financial
data appearing elsewhere in this Report.
The
information set forth in Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A") contains certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934,
as
amended, and the Private Securities Litigation Reform Act of 1995, including,
among others (i) expected changes in the Company's revenues and profitability,
(ii) prospective business opportunities and (iii) the Company's strategy
for
financing its business. Forward-looking statements are statements other than
historical information or statements of current condition. Some forward-looking
statements may be identified by use of terms such as "believes", "anticipates",
"intends" or "expects". These forward-looking statements relate to the plans,
objectives and expectations of the Company for future operations. Although
the
Company believes that its expectations with respect to the forward-looking
statements are based upon reasonable assumptions within the bounds of its
knowledge of its business and operations, in light of the risks and
uncertainties inherent in all future projections, the inclusion of
forward-looking statements in this report should not be regarded as a
representation by the Company or any other person that the objectives or
plans
of the Company will be achieved.
The
Company's revenues and results of operations could differ materially from
those
projected in the forward-looking statements as a result of numerous factors,
including, but not limited to, the following: (i) changes in external
competitive market factors, (ii) termination of certain operating agreements
or
inability to enter into additional operating agreements, (iii) inability
to
satisfy anticipated working capital or other cash requirements, (iv) changes
in
or developments under domestic or foreign laws, regulations, governmental
requirements or in the mining industry, (v) changes in the Company's business
strategy or an inability to execute its strategy due to unanticipated changes
in
the market, (vi) various competitive factors that may prevent the Company
from
competing successfully in the marketplace, and (ix) the Company's lack of
liquidity and its ability to raise additional capital. In light of these
risks
and uncertainties, there can be no assurance that actual results, performance
or
achievements of the Company will not differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The foregoing review of important factors should not be construed
as
exhaustive. The Company undertakes no obligation to release publicly the
results
of any future revisions it may make to forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence
of
unanticipated events.
The
Company is an "exploration stage" company. During period ended March 31,
2005,
the Company's operations centered on completing exploration of USMetals'
mining
property known as the Twin Peaks Mine, Southwest’s mining property known as the
Chocolate Mountain Region claims, and its mining property known as the Kingman
Area Mine Tailings. During the period, the Company did not engage in any
commercially viable operations and realized no revenues from operations.
The
annual operating costs incurred to date were primarily for the continued
exploration of
the
Company's mining properties, maintenance of the Company's website, legal,
accounting costs in conjunction with the Company's general and administrative
expenses in anticipation of completing exploration of USMetals' and Southwest’s
mining properties and related acquisition costs. The annual lease payment
for
the 172 claims owned by the Registrant is $125 per claim effective September
1,
2004.
Significant
Accounting Policies and Estimates
Management's
Discussion and Analysis of Financial Condition and Results of Operations
discusses the Company's consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
at
the date of the financial statements and the reported amounts of revenues
and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to reserves and intangible
assets. Management bases its estimates and judgments on historical
experiences and on various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of the Company's financial
statements include estimates as to the appropriate carrying value of certain
assets which are not readily apparent from other sources, primarily allowance
for the cost of the Mineral Properties based on the successful efforts method
of
accounting. These accounting policies are described at relevant sections
in this discussion and analysis and in the notes to the consolidated financial
statements included in our Annual Report on Form l0-KSB for the fiscal year
ended September 30, 2004.
OVERVIEW
The
Company is an “exploration stage" company. During fiscal year ended September
30, 2004, the Company's activities centered on the exploration of USMetals'
mining property known as the Twin Peaks Mine and the acquisition of Chocolate
Mountain Region Claims in the Mesquite Mining District of Imperial County,
California. During the fiscal year, the Company did not engage in any
commercially viable operations and realized no revenues from its activities.
The
annual costs incurred to date were primarily for the continued exploration
of
the Company's mining properties, expansion and maintenance of the Company's
website, legal and accounting costs in conjunction with the Company's general
and administrative expenses in anticipation of completing exploration and
commencing a test production program on the Company’s mining properties. The
annual maintenance fee payment for the 170 claims owned by the Registrant
was
increased from $100 per claim to $125 per claim for a total of $21,250.
All
of
the Company's mining business activities are conducted at this time through
its
subsidiaries, USMetals and Southwest Resource Development, Inc. International
Energy Resources, Inc. has agreed to continue to supervise and direct the
work
of the Twin Peaks Mine Project Team upon adequate funding.
The
Registrant, through its wholly owned subsidiary, USMetals, Inc., owns 141
unpatented contiguous mining claims totaling 2,820 acres in the Eureka Mining
District of Yavapai County, Arizona. These claims have a history of mining
activity from the middle of the 19th century to the beginning of World War
II.
Gold, silver, copper and other minerals were recovered in important quantities.
The previous owners started acquisition of this claim group in the early
1940's
and by the mid-1980's the claims group totaled 134 claims. Exploration, drilling
and assessment work was done and several geological reports were completed
indicating the presence of economically viable deposits of precious metals
and
complex ores.
Impairment
Expense
We
acquired the Twin Peaks Mine asset in 2002 and have been conducting limited
exploration work on it, with the goal of commencing mineral production, for
three years. Exploration activities have confirmed
the presence of mineralization on this property. However, we have not commenced
mining activities due to a lack of funding. Consequently, per our accounting
policy regarding impairment charges, we decided to impair this asset and
take it
off the balance sheet. However, we are still aggressively pursing the financing
necessary to complete a bankable feasibility study and proceed with our plans
to
commence mining activity. We believe with proper funding, the portions of
the
Twin Peaks property which have been more extensively explored could result
in a
value in excess of $200,000,000 per independent estimates of prior geochemical
evaluations and geological studies.
We
need
20 million to achieve a commercial level of mining on the Company’s properties.
We have prepared plans for completion of bankable feasibility studies and
test
production programs on our properties that require smaller amounts of capital.
We are seeking funding via equity or debt financing in Europe, the United
States
and Asia via private placement, working interest joint venture, and/or gold
bullion loans.
Chocolate
Mountain Region Claims Acquisition
On
June
15, 2004 the Company filed a Form 8-K with the Securities and Exchange
Commission reporting that on May 29, 2004, the Company concluded the acquisition
of an aggregate of 29 additional gold mining claims located in Imperial County,
California from two individuals. In
lieu
of cash payment for the claims the Company entered into what is essentially
a
joint venture with the former owners whereby the Company is obligated to
commence production on these claims within two years with the former owners
entitled to receive 20% of all net smelter returns of gold, whether paid
in cash
or in kind.
Under
the
terms of the acquisition, the Company granted each of the two sellers an
option
to acquire 50,000 shares of the Company’s common stock at the then current
market price at any time within a two year period. The agreements further
provide that the Company’s obligation to commence gold production within two
years would be terminated in the event that the foregoing stock options were
exercised. Further, in the event that the Company subsequently sells the
claims
within two years of the acquisition date, then the sellers will be entitled
to
receive 20% of the net proceeds of such sale.
On
June
15, 2004, we issued a press release regarding these acquisitions.
On
February 14, 2005 the
Company filed a Form 8-K with the Securities and Exchange Commission reporting
that the Company concluded the acquisition of 2 additional gold mining claims
located near Kingman, Arizona from a private corporation. In
lieu
of cash payment for the claims the Company entered into what is essentially
a
joint venture with the former owners whereby the Company is obligated to
commence production on these claims within two years with the former owners
entitled to receive 30% of all net smelter returns of gold, whether paid
in cash
or in kind.
Under
the
terms of the acquisition, the Company granted the former owners of the claims
the choice to accept 250,000 shares of the Company’s common stock at any time
within a two year period in exchange for waiving the Company’s obligation to
commence production on these claims within two years. The former owners choose
to accept the 250,000 shares of stock on March 23, 2005. On
February 14, 2005, we issued a press release regarding this
acquisition.
MANAGEMENT'S
DEVELOPMENT PLANS
In
order
to improve operations and liquidity and meet its cash flow needs, the company
has or intends to do the following:
-
Secure
additional equity financing needed to accomplish Corporate goals from private
sources and institutional funds, nationally and internationally;
-
Complete acquisitions of other potential producing properties in the region
surrounding the Twin Peaks Mine and in other areas of California and
Nevada;
-
Establish a corporate office in Arizona, a field office on or near the Twin
Peaks Mine site and an office centrally located near the financial markets
of
Southern California;
-
Development of the Twin Peaks Mine and the Chocolate Mountain Region Claims
by
implementing a comprehensive exploration program of the entire group of 170
claims;
-
Complete Twin Peaks Mine and Chocolate Mountain Region Claims ore testing
program in order to determine the best mining methods and recovery
rates;
-
Retain
an environmental consulting firm to design a post-production reclamation
program;
-
Complete bankable feasibility studies meeting SEC standards for placing the
true
reserve value of existing claims on the financial statements; and
-
Complete, file and secure approval of major Mining Plans of Operations with
the
U.S. Bureau of Land Management (BLM).
As
a
result of these plans, management believes that it will generate sufficient
cash
flows to meet its obligations in 2005.
Discussion
of Financial Condition.
As
of
June 30, 2005 the Company had total assets of $25,540 with total liabilities
of
$7,576. The company has incurred a net loss of approximately $445,731 for
the
three months ended June 30, 2005.
Registrant
will require significant additional funds in order to complete exploration
of
the Twin Peaks Mine and its other properties. The Company has made plans
to
undertake an offering or private placement of its securities in order to
raise
the needed funding. Based upon available cash on hand, management
is of
the opinion that, without additional financing, the Company will have adequate
funds available to meet its cash needs for the next three (3) months.
Thereafter, it will need to secure additional funds in order to continue
its operations.
ITEM
3.
CONTROLS AND PROCEDURES
Under
the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and Chief Financial Officer, the Company has
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under
the
Exchange Act) as of the end of the period covered by this quarterly report.
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of the end of the period covered by this quarterly
report, the Company's disclosure controls and procedures are effective to
ensure
that information required to be disclosed in the reports that the Company
files
or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities
and
Exchange Commission's rules and forms.
There
has
been no change in the Company's internal control over financial reporting
during
the most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
PART
II
-
OTHER
INFORMATION
ITEM
6.
EXHIBITS
(a)
Exhibits:
31.1
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
302 of
the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
302 of
the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
USCORP
By:
/s/
Robert Dultz
Robert
Dultz
Chief
Executive Officer
By:
/s/
Spencer Eubank
Spencer
Eubank, Secretary-Treasurer and
Acting
Chief Financial Officer
Date:
December 20, 2005