UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-Q/A
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
|
ACT
OF 1934
|
For
the quarterly period ended: March 31,
2009
|
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
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of March 31, 2009. 67,684,058
shares of Common Stock issued and outstanding.
Explanatory
Note
Subsequent
to the issuance of the financial statements for the fiscal years ended September
30, 2008 and September 30, 2007, management discovered that an incorrect
statement had been filed instead of the finalized report. The
original Quarterly Report on Form 10-Q we filed incorrectly valued the shares
issued to consultants. The following indicates those accounts in the
consolidated balance sheets and the consolidated income statements affected by
the restatement.
For the 6
months ended March 31, 2009
|
|
As
Reported
|
|
|
As
Restated
|
|
|
|
|
|
|
|
|
Total
shareholder deficit
|
|
$ |
(2,200,582 |
) |
|
$ |
(2,322,591 |
) |
Net
loss
|
|
$ |
(813,986 |
) |
|
$ |
(813,987 |
) |
Basic
& fully diluted net loss per common share
|
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
USCORP
TABLE OF
CONTENTS
PART
I — FINANCIAL INFORMATION
|
|
3
|
|
|
|
Item
1. Financial Statements
|
|
3
|
|
|
|
Consolidated
Balance Sheet as of March 31, 2009 and September 30, 2008
(unaudited)
|
|
3
|
|
|
|
Consolidated
Statements of Operations for the Three & Six Months & Quarter
Ended March 31, 2009 and September 30, 2008 and from Inception, May 1989
through March 31, 2009 (unaudited)
|
|
4
|
|
|
|
Consolidated
Statements of Cash Flows for the Three Months Ended March 31, 2009 and
March 31, 2008 and from Inception, May 1989 through 2007March 31, 2009
(unaudited)
|
|
5
|
|
|
|
Consolidated
Statements of Changes in Shareholders’ Equity from Inception, May 1989
through March 31, 2009
|
|
6
|
|
|
|
Notes
to Consolidated Financial Statements (unaudited)
|
|
11
|
|
|
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
|
13
|
|
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
|
18
|
|
|
|
Item
4T. Controls and Procedures
|
|
18
|
|
|
|
PART
II — OTHER INFORMATION
|
|
19
|
Item
1. Legal Proceedings
|
|
19
|
|
|
|
Item
1A. Risk Factors
|
|
19
|
|
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
|
19
|
|
|
|
Item
3. Defaults Upon Senior Securities
|
|
19
|
|
|
|
Item
4. Submission of Matters to a Vote of Security
Holders
|
|
19
|
|
|
|
Item
5. Other Information
|
|
19
|
PART
I. FINANCIAL INFORMATION
USCorp
(an
Exploration Stage Company)
Balance
Sheet
As
of March 31, 2009 and September 30, 2008
|
|
|
|
|
30-Sep-08
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash
|
|
$ |
162,916 |
|
|
$ |
327,945 |
|
Total
current assets
|
|
$ |
162,916 |
|
|
$ |
327,945 |
|
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
|
|
Equipment-
net
|
|
|
1,537 |
|
|
|
3,190 |
|
Total
assets
|
|
$ |
164,453 |
|
|
$ |
331,135 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable & accrued expenses
|
|
$ |
174,592 |
|
|
$ |
189,211 |
|
Gold
bullion loan
|
|
|
1,654,355 |
|
|
|
1,592,100 |
|
Subscriptions
payable
|
|
|
0 |
|
|
|
0 |
|
Total
current liabilities
|
|
$ |
1,828,947 |
|
|
$ |
1,781,311 |
|
|
|
|
|
|
|
|
|
|
Convertible
debenture payable
|
|
|
582,599 |
|
|
|
288,702 |
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
|
|
|
|
Series
A preferred stock, one share convertible to eight shares of
common;
|
|
|
|
|
|
|
|
|
par
value $0.001, 10,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
5,218,750
shares issued and outstanding at September 30, 2008
|
|
|
7,000 |
|
|
|
7,000 |
|
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,
|
|
|
|
|
|
|
|
|
155,000
shares outstanding at September 30, 2007
|
|
|
|
|
|
|
|
|
and
141,687 at September 30, 2008, stated value; $0,50
|
|
|
63,498 |
|
|
|
63,498 |
|
Common
stock B- $.001 par value, authorized 250,000,000 shares,
|
|
|
|
|
|
|
|
|
issued
and outstanding, 5,000,000 shares at September 30, 2008
|
|
|
|
|
|
|
|
|
and
5,000,000 at September 30, 2007, non-voting
|
|
|
5,000 |
|
|
|
5,000 |
|
Common
stock A- $.01 par value, authorized 550,000,000 shares
authorized,
|
|
|
|
|
|
|
|
|
issued
and outstanding, 33,856,462 shares at September 30, 2007
|
|
|
|
|
|
|
|
|
and
60,612,630 at September 30, 2008
|
|
$ |
676,840 |
|
|
$ |
606,126 |
|
Additional
paid in capital
|
|
|
12,050,521 |
|
|
|
11,815,463 |
|
Accumulated
deficit - exploration stage
|
|
|
(15,049,952 |
) |
|
|
(14,235,965 |
) |
Total
shareholders' deficit
|
|
|
(2,322,591 |
) |
|
|
(1,814,376 |
) |
|
|
|
|
|
|
|
|
|
Total
Liabilities & Shareholders' Deficit
|
|
$ |
164,453 |
|
|
$ |
331,135 |
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Statements
of Operations
For
the Six Months and Quarters Ended March 31, 2009 and March 31, 2008
and
from Inception, May 1989 through March 31, 2009
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
|
|
|
|
6
Months
|
|
|
6
Months
|
|
|
3
Months
|
|
|
3
Months
|
|
|
Inception
|
|
|
|
31-Mar-09
|
|
|
31-Mar-08
|
|
|
31-Mar-09
|
|
|
31-Mar-08
|
|
|
to
Date
|
|
General
and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
$ |
163,404 |
|
|
$ |
114,807 |
|
|
$ |
78,681 |
|
|
$ |
105,497 |
|
|
$ |
6,580,060 |
|
Administration
|
|
|
447,758 |
|
|
|
273,311 |
|
|
|
200,096 |
|
|
|
126,443 |
|
|
|
5,356,039 |
|
License
expense
|
|
|
100 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
247,559 |
|
Professional
fees
|
|
|
44,205 |
|
|
|
41,289 |
|
|
|
25,395 |
|
|
|
(2,383 |
) |
|
|
608,825 |
|
Total
general & administrative expenses
|
|
|
655,467 |
|
|
|
429,407 |
|
|
|
304,172 |
|
|
|
229,557 |
|
|
|
12,792,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss from operations
|
|
$ |
(655,467 |
) |
|
$ |
(429,407 |
) |
|
$ |
(304,172 |
) |
|
$ |
(229,557 |
) |
|
$ |
(12,792,483 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
632 |
|
|
|
0 |
|
|
|
123 |
|
|
|
0 |
|
|
|
7,896 |
|
Interest
expense
|
|
|
(125,423 |
) |
|
|
(243,029 |
) |
|
|
(54,475 |
) |
|
|
(80,953 |
) |
|
|
(847,455 |
) |
Loss
on unhedged derivative
|
|
|
(33,729 |
) |
|
|
(291,172 |
) |
|
|
(48,476 |
) |
|
|
(15,966 |
) |
|
|
(817,910 |
) |
Loss
on mining claim
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(600,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
$ |
(813,987 |
) |
|
$ |
(963,608 |
) |
|
$ |
(407,000 |
) |
|
$ |
(326,476 |
) |
|
$ |
(15,049,952 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(813,987 |
) |
|
$ |
(963,608 |
) |
|
$ |
(407,000 |
) |
|
$ |
(326,476 |
) |
|
$ |
(15,049,952 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted net loss per common share
|
|
$ |
(0.01 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted
|
|
|
63,915,751 |
|
|
|
50,636,908 |
|
|
|
63,059,058 |
|
|
|
51,756,416 |
|
|
|
|
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Statements
of Cash Flows
For
the Six Months Ended March 31, 2009 and March 31, 2008
and
from Inception, May 1989 through March 31, 2009
|
|
|
|
|
|
|
|
Inception
|
|
|
|
31-Mar-09
|
|
|
31-Mar-08
|
|
|
to
Date
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(813,987 |
) |
|
$ |
(963,608 |
) |
|
$ |
(15,049,952 |
) |
Adjustments
to reconcile net income items
|
|
|
|
|
|
|
|
|
|
|
|
|
not
requiring the use of cash:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
on sale of mining claim
|
|
|
0 |
|
|
|
0 |
|
|
|
600,000 |
|
Consulting
fees
|
|
|
38,771 |
|
|
|
0 |
|
|
|
2,130,941 |
|
Depreciation
expense
|
|
|
1,653 |
|
|
|
2,014 |
|
|
|
16,018 |
|
Interest
expense
|
|
|
125,423 |
|
|
|
243,029 |
|
|
|
847,455 |
|
Shares
issued for mining claim
|
|
|
0 |
|
|
|
0 |
|
|
|
2,449,465 |
|
Loss
on unhedged underlying derivative
|
|
|
33,729 |
|
|
|
291,172 |
|
|
|
817,910 |
|
Changes
in other operating assets and liabilities :
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
(14,618 |
) |
|
|
14,784 |
|
|
|
2,554,593 |
|
Net
cash used by operations
|
|
$ |
(629,029 |
) |
|
$ |
(412,609 |
) |
|
$ |
(5,633,570 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
264,000 |
|
|
$ |
0 |
|
|
$ |
2,578,778 |
|
Issuance
of preferred stock
|
|
|
0 |
|
|
|
0 |
|
|
|
70,165 |
|
Issuance
of gold bullion note
|
|
|
0 |
|
|
|
0 |
|
|
|
648,282 |
|
Subscriptions
received
|
|
|
0 |
|
|
|
0 |
|
|
|
569,323 |
|
Issuance
of convertible notes
|
|
|
200,000 |
|
|
|
0 |
|
|
|
1,600,000 |
|
Advances
received (paid) shareholder
|
|
|
0 |
|
|
|
(205,263 |
) |
|
|
347,494 |
|
Net
cash provided by financing activities
|
|
|
464,000 |
|
|
|
(205,263 |
) |
|
|
5,814,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash during the period
|
|
$ |
(165,029 |
) |
|
$ |
(617,872 |
) |
|
$ |
162,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance at beginning of the fiscal year
|
|
|
327,945 |
|
|
|
1,541,001 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance at March 31st
|
|
$ |
162,916 |
|
|
$ |
923,129 |
|
|
$ |
162,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid during the fiscal period
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Income
taxes paid during the period
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
See
the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Statement
of Changes in Shareholders Equity
From
Inception, May 1989 to September 30, 2008
|
|
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 |
|
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statement
of Changes in Shareholders Equity
From
Inception, May 1989 to September 30, 2008
(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 |
|
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statement
of Changes in Shareholders Equity
From
Inception, May 1989 to September 30, 2008
(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 |
) |
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statement
of Changes in Shareholders Equity
From
Inception, May 1989 to September 30, 2008
(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 |
) |
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statement
of Changes in Shareholders Equity
From
Inception, May 1989 to March 31, 2009
(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
|
|
|
6,600,000 |
|
|
|
66,000 |
|
|
|
198,000 |
|
|
|
|
|
|
|
264,000 |
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
471,428 |
|
|
|
4,714 |
|
|
|
34,057 |
|
|
|
|
|
|
|
38,771 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible debt
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
|
|
|
|
3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(813,987 |
) |
|
|
(813,987 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at March 31, 2009
|
|
|
67,684,059 |
|
|
$ |
676,840 |
|
|
$ |
12,050,521 |
|
|
$ |
(15,049,952 |
) |
|
$ |
(2,322,591 |
) |
|
|
|
|
*- Prices
adjusted for stock splits.
Please
see the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Notes
to the Consolidated Financial Statements
For
the Six Months Ended March 31, 2009 and March 31, 2008
1. Organization of the Company and
Significant Accounting Principles
USCorp
(the “Company”) is a publicly held corporation formed in May 1989 in the state
of Nevada. In April 2002 the Company acquired US Metals, Inc. (“USMetals”), a
Nevada corporation, by issuing 24,200,000 shares of common stock. US Metals
became a wholly owned subsidiary of the Company.
The
Company now owns the mineral rights to 172 Lode and Placer Mining Claims in the
Eureka Mining District of Yavapai County, Arizona, called the Twin Peaks
Project; and owns the mineral rights to 235 Placer and Lode Claims on five
properties in the Mesquite Mining District of Imperial County, California, which
the Company collectively refers to as the Picacho Salton Project.
The
Company has no 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 Statement of
Financial Accounting Standards (SFAS) No. 7. As per SFAS No.7,
financial transactions are accounted for as per generally accepted accounted
principles. Costs incurred during the development stage are
accumulated in “accumulated deficit- exploration stage” and are reported in the
Stockholders’ Equity section of the balance sheet.
Consolidation- the
accompanying consolidated financial statements include the accounts of the
company and its wholly owned subsidiary. All significant
inter-company balances have been eliminated.
Use of Estimates- The
preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make reasonable
estimates and assumptions that affect the reported amounts of the assets and
liabilities and disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses at the date of the financial statements and for
the period they include. Actual results may differ from these
estimates.
Cash and interest bearing
deposits- For the purpose of calculating changes in cash flows, cash
includes all cash balances and highly liquid short-term investments with an
original maturity of three months or less.
Long Lived Assets- The
Company reviews for the impairment of long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. An impairment loss would be recognized when estimated future
cash flows expected to result from the use of the asset and its eventual
disposition is less than its carrying amount.
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- 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.
The
accompanying consolidated unaudited 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 business
operations and continues to rely on financing and the issuance of shares and
warrants to raise capital to fund its business operations.
Management’s
plans with regard to this matter are as follows:
* Obtain
the necessary approvals and permits to complete exploration and begin test
production before the start of commercial 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.
Approval is expected and drilling should begin in June 2009.
* USCorp
plans to begin commercial scale operations on one or more of its properties as
soon as the required permits and approvals have been granted. Management plans
to apply for approval to begin commercial scale operations on both the Twin
Peaks Project and Picacho Salton Project properties; whichever project is
permitted first will be developed first.
*
Continue exploration and ramp up permitting process to meet ongoing and
anticipated demand for gold, silver, uranium, aggregate, decorative rock and
polymetalic ores resulting from our planned commercial scale production
activities.
* Augment
our mining exploration team with quality and results-oriented people as needed.
Upon adequate funding management intends to hire qualified and experienced
personnel, including additional officers and directors, and mining specialists,
professionals and consulting firms to advise management as needed to handle
mining operations, acquisitions and development of existing and future mineral
resource properties.
* Put
together a strategic alliance of consultants, engineers, contractors as well as
joint venture partners when appropriate, and set up an information and
communication network that allows the alliance to function effectively under
USCorp's management.
* Attend
and exhibit at industry and investment trade shows and road shows.
* Acquire
additional properties and/or corporations with properties as subsidiaries to
advance the company's growth plans.
* Acquire
additional fully permitted or producing properties and/or corporations with
properties as subsidiaries to advance the company's growth
plans.
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
unaudited Consolidated Financial Statements and Notes thereto, and the other
financial data appearing elsewhere in this Quarterly 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.
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, 2008.
3. Net
Loss per Share
The
Company applies SFAS No. 128, “Earnings per Share” to
calculate loss per share. In accordance with SFAS No. 128, basic net
loss per share has been computed based on the weighted average of common shares
outstanding during the years, adjusted for the financial instruments outstanding
that are convertible into common stock during the years. The effects
of the preferred and common stock warrants and the debentures convertible into
shares of common stock, however, have been excluded from the calculation of loss
per share because their inclusion would be anti-dilutive. Net loss per share is
computed as follows:
|
|
12/31/2008
|
|
|
12/31/2007
|
|
|
|
|
|
|
|
|
Net
loss before cumulative preferred dividend
|
|
$ |
(406,987 |
) |
|
$ |
(637,132 |
) |
|
|
|
|
|
|
|
|
|
Cumulative
dividend preferred
|
|
|
(29,997 |
) |
|
|
(22,893 |
) |
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(436,984 |
) |
|
$ |
(660,025 |
) |
|
|
|
|
|
|
|
|
|
Weighted
average
|
|
|
61,859,459 |
|
|
|
49,517,400 |
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted net loss per common share
|
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
4.
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) in September
2009. In September 2007, the holder of the promissory note extended
the maturity date until September 27, 2009 at the previous
terms. The loss on the underlying derivative gold contract has
been calculated as follows.
Carrying
value of loan
|
|
$ |
836,445 |
|
|
|
|
|
|
Fair
value of loan
|
|
|
1,654,355 |
|
|
|
|
|
|
Life
to date loss on unhedged underlying derivative
|
|
$ |
(817,910 |
) |
5.
Equipment
A summary
of equipment at December 31, 2008 and September 30, 2008 is as
follows:
|
|
31-Dec-08
|
|
|
30-Sep-08
|
|
|
|
|
|
|
|
|
Office
equipment
|
|
$ |
17,555 |
|
|
$ |
17,555 |
|
Accumulated
depreciation
|
|
|
(15,213 |
) |
|
|
(14,365 |
) |
|
|
|
|
|
|
|
|
|
Net
equipment
|
|
$ |
2,342 |
|
|
$ |
3,190 |
|
6.
Issuances of Common Stock and Preferred Stock
During
fiscal year 2007, the Company issued 50,000 shares of stock to legal consultants
for services rendered.
In the
fourth quarter of fiscal year 2007, the Company opened an offering of 8,000,000
shares of Class A common stock to the public under Regulation D of the
Securities Exchange Act of 1934. Each unit consisting of one share of
Class A common stock and a warrant to purchase one half of one share of Class A
common stock was offered for sale at $.075. The holder of two warrants would
enable the holder to purchase one share of Class A common stock for forty cents
extending for a period of two years. The offering was closed by
September 30, 2007 and the Company received net subscription proceeds of
$569,323.
In
October 2007, the Company issued 11,531,329 shares of Class A common stock and
warrants to purchase 4,136,666 shares of Class A common stock.
During
the fiscal year 2008, the Company issued 7,998,214 shares of common stock to
consultants for services rendered.
During
the fiscal year 2008, the holder of the debentures converted $900,000 of the
debentures to 7,200,000 shares of common stock.
During
the fiscal year 2008, the holder of the preferred stock converted $6,667 of
preferred to 26,625 shares of common stock.
The Class
B Common shares are non-voting shares that trade on the Frankfurt stock exchange
under the symbol U9C.F. There are 250,000,000 shares authorized and 5,000,000
issued and outstanding. The par value of these shares is $0.001. These shares do
not trade in the United States on any market and the Company has no plans to
register these shares for trading on any U.S. market.
In
September 2008, the Company issued 5,218,750 preferred A shares to its officers
and employees for $7,000. The preferred A shares are convertible into
common stock on an one for eight basis.
In
October 2008, the Company issued 2,125,000 shares of common stock and received
proceeds of $85,000
In
November 2008, the Company issued 321,428 shares of common stock to consultants
for services rendered valued at $28,271.
7. Common Stock
Warrants
The
following is a summary of common stock warrants outstanding at March 31,
2009:
|
|
|
|
|
Wgtd Avg
|
|
|
Wgtd Years
|
|
|
|
Amount
|
|
|
Exercise Price
|
|
|
to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2007
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issues
|
|
|
5,736,666 |
|
|
|
|
|
|
|
Exercises
|
|
|
0 |
|
|
|
|
|
|
|
Expires
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at September 30, 2008
|
|
|
5,736,666 |
|
|
$ |
0.40 |
|
|
|
1.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issues
|
|
|
1,600,000 |
|
|
|
|
|
|
|
|
|
Exercises
|
|
|
0 |
|
|
|
|
|
|
|
|
|
Expires
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at March 31, 2009
|
|
|
7,336,666 |
|
|
$ |
0.40 |
|
|
|
0.67 |
|
8.
Convertible Debentures
The
balance of the convertible debt at March 31, 2009 and September 30, 2008 is as
follows:
|
|
31-Dec-08
|
|
|
30-Sep-08
|
|
|
|
|
|
|
|
|
Convertible
debt payable
|
|
$ |
700,000 |
|
|
$ |
500,000 |
|
Unamortized
beneficial conversion feature
|
|
|
(157,770 |
) |
|
|
(211,298 |
) |
|
|
|
|
|
|
|
|
|
Net
convertible debt payable
|
|
$ |
542,230 |
|
|
$ |
288,702 |
|
9. Income Tax
Provision
Provision
for income taxes is comprised of the following:
|
|
31-Mar-09
|
|
|
31-Mar-08
|
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
$ |
(406,987 |
) |
|
$ |
(637,132 |
) |
|
|
|
|
|
|
|
|
|
Current
tax expense:
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
0 |
|
|
$ |
0 |
|
State
|
|
|
0 |
|
|
|
0 |
|
Total
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
Less
deferred tax benefit:
|
|
|
|
|
|
|
|
|
Timing
differences
|
|
|
(3,019,271 |
) |
|
|
(2,844,908 |
) |
Allowance
for recoverability
|
|
|
3,019,271 |
|
|
|
2,844,908 |
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing
differences
|
|
$ |
3,019,271 |
|
|
$ |
2,844,908 |
|
Allowance
for recoverability
|
|
|
(3,019,271 |
) |
|
|
(2,844,908 |
) |
Deferred
tax benefit
|
|
$ |
0 |
|
|
$ |
0 |
|
Note: The
deferred tax benefits arising from the timing differences begin to expire in
fiscal year 2027 and 2028 and may not be recoverable upon the purchase of the
Company under current IRS statutes.
10.
Restatement of September 30, 2008
Subsequent
to the issuance of the financial statements for the years ended September 30,
2008 and September 30, 2007, management discovered that an incorrect statement
had been filed instead of the finalized report. The original report
filed incorrectly valued the shares issued to consultants. The
following indicates those accounts in the consolidated balance sheets and the
consolidated income statements affected by the restatement.
|
|
As Reported
|
|
|
As Restated
|
|
|
|
|
|
|
|
|
Total
shareholder deficit
|
|
$ |
(1,692,367 |
) |
|
$ |
(1,814,376 |
) |
Net
loss
|
|
$ |
(1,981,543 |
) |
|
$ |
(2,498,879 |
) |
Basic
& fully diluted net loss per common share
|
|
$ |
(0.04 |
) |
|
$ |
(0.05 |
) |
Results
of Operations
Comparison
of operating results:
The
Company has no revenues through the date of this report.
General
and administrative expenses were $304,172 for the three months ended March 31,
2009 compared to $229,557 for the same period a year ago. Consulting costs
decreased from $105,497 in the three months ended March 31, 2008 to $78,681 in
the three months ended March 31, 2009 which is mainly due to investor and public
relations costs. Administration costs increased from $126,443 in the three
months ended March 31, 2008 to $200,095 for the three months ended March 31,
2009 due to increases in clerical help, office staff and salaried
employees.
As a
result of general and administrative costs, the Company experienced a loss from
operations of $407,000 for the three months ended March 31, 2009, compared to
loss from operations of $326,476 for the same period last year.
Interest
expense decreased to -$125,423 during the first six months of fiscal 2008
compared to -$243,029 the first six months of fiscal year 2008 as a result of
the effect on 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 rate price and is not hedged.
The Company’s loss on the unhedged loan is $33,729 for the first six months of
fiscal year 2009 due to the change in the price of gold over the
period.
Net loss
for the first six months of fiscal year 2009 was $813,986, or $0.01 per share
compared to a loss of $963,608, or $0.02 per share for the same period last
year.
Discussion
of Financial Condition: Liquidity and Capital Resources
At March
31, 2009 cash on hand was $162,916 as compared with $327,945 at September 30,
2008. During the first six months of fiscal year 2009, the Company used $655,467
for its operations.
At March
31, 2009, the Company had working capital of $162,916 compared to a working
capital of $327,945 at September 30, 2008. The decrease is due to costs of
continuing exploration and preparations for development of Company’s mining
properties offset by the Company’s on-going successful financing
efforts.
Total
assets at March 31, 2009 were $164,453 as compared to $331,135 at September 30,
2008. The small decrease is due to costs of continuing exploration and
preparations for development of Company’s mining properties offset by the
Company’s on-going successful financing efforts.
The
Company’s total stockholders’ deficit increased to a deficit of $2,322,591 at
March 31, 2009 compared to a deficit of $1,814,376 at September 30, 2008. The
increase in stockholders’ deficit was the result of an increase in additional
paid in capital and operating losses of $813,987 for the three months ended
March 31, 2009.
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 March 31, 2009. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to material information relating to our Company required
to be included in our reports filed or submitted under the Exchange
Act.
Changes
in Internal Controls
There
were no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls over
financial reporting that occurred during the quarter ended March 31, 2009, 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.
The
Company has been involved as a Defendant in a lawsuit. The Company has
denied liability for the claims made by the plaintiff. Recently the
lawsuit was fully settled and compromised and dismissed with prejudice.
The settlement had no material adverse effect on the Company. USCorp is
not involved in any other legal proceedings.
Item
1A. Risk Factors
Not
Applicable.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
In the
second quarter of fiscal year 2009, the Company issued 6,600,000 shares and
received proceeds of $264,000.
In
February 2009, the Company issued 150,000 shares to a consultant for services
rendered and recorded a consulting expense of $10,500.
As
previously reported, we have received $2.19 million in commitments to finance
fiscal 2009 operations. As of the date of this report the Company has received
$400,000 of the $2.19 million in commitments for 2009, however subsequent
payments have not been received and there is no guarantee that the Company will
receive the rest of the committed funds. We continue to pursue additional
sources of financing.
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.
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.
Item
5. Other Information.
None.
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:
June 24, 2009