Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-Q
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended: March 31, 2010
or
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from: ______________ to ______________
USCORP
(Exact
name of registrant as specified in its charter)
Nevada
|
000-19061
|
87-0403330
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
of
Incorporation)
|
File Number)
|
Identification
No.)
|
4535 W.
Sahara Avenue, Suite 200, Las Vegas, NV 89102
(Address
of Principal Executive Office) (Zip Code)
(702)
933-4034
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90
days. x Yes ¨ No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
|
Large
accelerated filer
|
¨
|
|
|
Accelerated
filer
|
¨
|
|
Non-accelerated
filer
|
¨
|
|
|
Smaller
reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). ¨ Yes x No
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of March 31, 2010.
101,546,217 shares
of Common Class A Stock and 20,000,000 shares of Common Class B Stock issued and
outstanding.
USCORP
TABLE OF
CONTENTS
PART
I — FINANCIAL INFORMATION
|
|
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|
|
|
Item
1. Financial Statements
|
|
|
|
|
|
Consolidated
Balance Sheet as of March 31, 2010 and March 31, 2009
(unaudited)
|
|
|
|
|
|
Consolidated
Statements of Operations for the Three Months and Quarter Ended March 31,
2010 and March 31, 2009 and from Inception, May 1989 through March 31,
2010 (unaudited)
|
|
|
|
|
|
Consolidated
Statements of Cash Flows for the Three Months Ended March 31, 2010 and
March 31, 2009 and from Inception, May 1989 through March 31, 2010
(unaudited)
|
|
|
|
|
|
Consolidated
Statements of Changes in Shareholders’ Equity from Inception, May 1989
through March 31, 2010
|
|
|
|
|
|
Notes
to Consolidated Financial Statements (unaudited)
|
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|
|
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
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|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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Item
4T. Controls and Procedures
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PART
II — OTHER INFORMATION
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Item
1. Legal Proceedings
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|
Item
1A. Risk Factors
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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Item
3. Defaults Upon Senior Securities
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Item
4. Submission of Matters to a Vote of Security
Holders
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Item
5. Other Information
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|
PART
I. FINANCIAL INFORMATION
(an
Exploration Stage Company)
Balance
Sheet
As
of March 31, 2010 and September 30, 2009
|
|
Unaudited
|
|
|
|
|
ASSETS
|
|
31-Mar-10
|
|
|
30-Sep-09
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash
|
|
$ |
209,295 |
|
|
$ |
18,527 |
|
Total
current assets
|
|
$ |
209,295 |
|
|
$ |
18,527 |
|
Other
assets:
|
|
|
|
|
|
|
|
|
Equipment-
net
|
|
|
512 |
|
|
|
1,030 |
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
209,807 |
|
|
$ |
19,557 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable & accrued expenses
|
|
$ |
7,849 |
|
|
$ |
8,953 |
|
Gold
bullion loan
|
|
|
2,147,215 |
|
|
|
1,786,025 |
|
Convertible
debenture payable
|
|
|
0 |
|
|
|
249,955 |
|
Subscriptions
payable
|
|
|
177,961 |
|
|
|
93,481 |
|
Total
current liabilities
|
|
$ |
2,333,025 |
|
|
$ |
2,138,414 |
|
Convertible
debenture payable
|
|
|
677,648 |
|
|
|
390,661 |
|
Due
to officer
|
|
|
0 |
|
|
|
16,349 |
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
|
|
|
|
Series
A preferred stock, one share convertible to eight shares of
common;
|
|
|
|
|
|
|
|
|
par
value $0.001, 30,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
6,562,500
shares issued and outstanding at September 30, 2009
|
|
|
|
|
|
|
|
|
and
4,000,000 at March 31, 2010
|
|
|
5,365 |
|
|
|
8,327 |
|
Series
B preferred stock, one share convertible to two shares of
common;
|
|
|
|
|
|
|
|
|
10%
cumulative stated dividend, stated value $0.50, 50,000,000 shares
authorized,
|
|
|
|
|
|
|
|
|
141,687
outstanding at September 30, 2009 and March 31, 2010, 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, 2009
|
|
|
|
|
|
|
|
|
and
20,000,000 at March 31, 2010
|
|
|
20,000 |
|
|
|
5,000 |
|
Common
stock A- $.01 par value, authorized 550,000,000 shares
authorized,
|
|
|
|
|
|
|
|
|
issued
and outstanding, 74,319,460 shares at September 30, 2009
|
|
|
|
|
|
|
|
|
and
101,546,217 at March 31, 2010
|
|
$ |
1,015,463 |
|
|
$ |
743,195 |
|
Additional
paid in capital
|
|
|
12,929,877 |
|
|
|
12,183,315 |
|
Accumulated
deficit - exploration stage
|
|
|
(16,835,069 |
) |
|
|
(15,529,202 |
) |
Total
shareholders' deficit
|
|
|
(2,889,729 |
) |
|
|
(2,602,692 |
) |
|
|
|
|
|
|
|
|
|
Total
Liabilities & Shareholders' Deficit
|
|
$ |
209,807 |
|
|
$ |
19,557 |
|
|
|
|
|
|
|
|
|
|
See
the notes to the financial statements.
|
|
|
|
|
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statements
of Operations
For
the Six and Three Months Ended March 31, 2010 and March 31, 2009
and
from Inception, May 1989 through March 31, 2009
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
|
|
|
|
6
Months
|
|
|
6
Months
|
|
|
3
Months
|
|
|
3
Months
|
|
|
Inception
|
|
|
|
31-Mar-10
|
|
|
31-Mar-09
|
|
|
31-Mar-10
|
|
|
31-Mar-09
|
|
|
to
Date
|
|
General
and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
$ |
331,794 |
|
|
$ |
163,404 |
|
|
$ |
267,685 |
|
|
$ |
78,681 |
|
|
$ |
7,091,297 |
|
Administration
|
|
|
555,272 |
|
|
|
447,758 |
|
|
|
505,331 |
|
|
|
200,096 |
|
|
|
5,955,732 |
|
License
expense
|
|
|
0 |
|
|
|
100 |
|
|
|
0 |
|
|
|
0 |
|
|
|
247,559 |
|
Professional
fees
|
|
|
20,579 |
|
|
|
44,205 |
|
|
|
13,696 |
|
|
|
25,395 |
|
|
|
697,302 |
|
Total
general & administrative expenses
|
|
|
907,645 |
|
|
|
655,467 |
|
|
|
786,712 |
|
|
|
304,172 |
|
|
|
13,991,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss from operations
|
|
$ |
(907,645 |
) |
|
$ |
(655,467 |
) |
|
$ |
(786,712 |
) |
|
$ |
(304,172 |
) |
|
$ |
(13,991,890 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
0 |
|
|
|
632 |
|
|
|
0 |
|
|
|
123 |
|
|
|
7,908 |
|
Interest
expense
|
|
|
(65,608 |
) |
|
|
(125,423 |
) |
|
|
(30,602 |
) |
|
|
(54,475 |
) |
|
|
(997,577 |
) |
Gain
(loss) on unhedged derivative
|
|
|
(332,614 |
) |
|
|
(33,729 |
) |
|
|
3,480 |
|
|
|
(48,476 |
) |
|
|
(1,253,510 |
) |
Loss
on mining claim
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(600,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
$ |
(1,305,867 |
) |
|
$ |
(813,987 |
) |
|
$ |
(813,834 |
) |
|
$ |
(407,000 |
) |
|
$ |
(16,835,069 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(1,305,867 |
) |
|
$ |
(813,987 |
) |
|
$ |
(813,834 |
) |
|
$ |
(407,000 |
) |
|
$ |
(16,835,069 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted net loss per common share
|
|
$ |
(0.02 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted
|
|
|
79,574,934 |
|
|
|
63,915,751 |
|
|
|
83,201,313 |
|
|
|
63,059,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
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|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
See
the notes to the financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statements
of Cash Flows
For
the Six Months Ended March 31, 2010 and March 31, 2009
and
from Inception, May 1989 through March 31, 2010
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Inception
|
|
|
|
31-Mar-10
|
|
|
31-Mar-09
|
|
|
to
Date
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(1,305,867 |
) |
|
$ |
(813,987 |
) |
|
$ |
(16,835,069 |
) |
Adjustments
to reconcile net income items
|
|
|
|
|
|
|
|
|
|
|
|
|
not
requiring the use of cash:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
on sale of mining claim
|
|
|
0 |
|
|
|
0 |
|
|
|
600,000 |
|
Consulting
fees
|
|
|
157,191 |
|
|
|
38,771 |
|
|
|
2,304,751 |
|
Investor
relations
|
|
|
503,744 |
|
|
|
0 |
|
|
|
503,744 |
|
Depreciation
expense
|
|
|
518 |
|
|
|
1,653 |
|
|
|
17,043 |
|
Legal
settlement expense
|
|
|
0 |
|
|
|
0 |
|
|
|
12,000 |
|
Interest
expense
|
|
|
65,608 |
|
|
|
125,423 |
|
|
|
997,577 |
|
Shares
issued for mining claim
|
|
|
0 |
|
|
|
0 |
|
|
|
2,449,465 |
|
Loss
on unhedged underlying derivative
|
|
|
332,614 |
|
|
|
33,729 |
|
|
|
1,253,510 |
|
Changes
in other operating assets and liabilities :
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
(1,104 |
) |
|
|
(14,618 |
) |
|
|
2,390,037 |
|
Net
cash used by operations
|
|
$ |
(247,296 |
) |
|
$ |
(629,029 |
) |
|
$ |
(6,306,942 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
357,895 |
|
|
$ |
264,000 |
|
|
$ |
3,100,136 |
|
Issuance
of preferred stock
|
|
|
0 |
|
|
|
0 |
|
|
|
78,559 |
|
Issuance
of gold bullion note
|
|
|
0 |
|
|
|
0 |
|
|
|
648,282 |
|
Subscriptions
received
|
|
|
96,518 |
|
|
|
0 |
|
|
|
759,322 |
|
Issuance
of convertible notes
|
|
|
0 |
|
|
|
200,000 |
|
|
|
1,600,000 |
|
Advances
received (paid) shareholder
|
|
|
(16,349 |
) |
|
|
0 |
|
|
|
347,494 |
|
Net
cash provided by financing activities
|
|
|
438,064 |
|
|
|
464,000 |
|
|
|
6,533,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash during the period
|
|
$ |
190,768 |
|
|
$ |
(165,029 |
) |
|
$ |
209,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance at beginning of the fiscal year
|
|
|
18,527 |
|
|
|
327,945 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance at March 31st
|
|
$ |
209,295 |
|
|
$ |
162,916 |
|
|
$ |
209,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid during the 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 in May 1989
|
|
Common
|
|
|
Common
|
|
|
Paid
in
|
|
|
Accumulated
|
|
|
|
|
|
Stock
|
|
|
|
Shares
|
|
|
Par
Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
Price
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inception
|
|
|
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
84,688 |
|
|
|
847 |
|
|
|
1,185,153 |
|
|
|
|
|
|
|
1,186,000 |
|
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income fiscal 1990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
520,000 |
|
|
|
520,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1990-unaudited
|
|
|
84,688 |
|
|
$ |
847 |
|
|
$ |
1,185,153 |
|
|
$ |
520,000 |
|
|
$ |
1,706,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income fiscal 1991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,108,000 |
|
|
|
1,108,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1991-unaudited
|
|
|
84,688 |
|
|
$ |
847 |
|
|
$ |
1,185,153 |
|
|
$ |
1,628,000 |
|
|
$ |
2,814,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
472 |
|
|
|
5 |
|
|
|
32,411 |
|
|
|
|
|
|
|
32,416 |
|
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income fiscal 1992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
466,000 |
|
|
|
466,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1992-unaudited
|
|
|
85,160 |
|
|
$ |
852 |
|
|
$ |
1,217,564 |
|
|
$ |
2,094,000 |
|
|
$ |
3,312,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss fiscal 1993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,116,767 |
) |
|
|
(3,116,767 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1993-unaudited
|
|
|
85,160 |
|
|
$ |
852 |
|
|
$ |
1,217,564 |
|
|
$ |
(1,022,767 |
) |
|
$ |
195,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss fiscal 1994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63,388 |
) |
|
|
(63,388 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1994-unaudited
|
|
|
85,160 |
|
|
$ |
852 |
|
|
$ |
1,217,564 |
|
|
$ |
(1,086,155 |
) |
|
$ |
132,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income fiscal 1995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(132,261 |
) |
|
|
(132,261 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1995-unaudited
|
|
|
85,160 |
|
|
$ |
852 |
|
|
$ |
1,217,564 |
|
|
$ |
(1,218,416 |
) |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss fiscal 1996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1996-unaudited
|
|
|
85,160 |
|
|
$ |
852 |
|
|
$ |
1,217,564 |
|
|
$ |
(1,218,416 |
) |
|
$ |
0 |
|
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statement
of Changes in Shareholders’ Equity
From
Inception in May 1989
(Continued)
|
|
Common
|
|
|
Common
|
|
|
Paid
in
|
|
|
Accumulated
|
|
|
|
|
|
Stock
|
|
|
|
Shares
|
|
|
Par
Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
Price
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for mining claim
|
|
|
150,000 |
|
|
|
1,500 |
|
|
|
598,500 |
|
|
|
|
|
|
600,000 |
|
|
$ |
0.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
50,000 |
|
|
|
500 |
|
|
|
59,874 |
|
|
|
|
|
|
60,374 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for services
|
|
|
14,878 |
|
|
|
149 |
|
|
|
29,608 |
|
|
|
|
|
|
29,757 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss fiscal 1997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(90,131 |
) |
|
|
(90,131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1997-unaudited
|
|
|
300,038 |
|
|
$ |
3,001 |
|
|
$ |
1,905,546 |
|
|
$ |
(1,308,547 |
) |
|
$ |
600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contributed by shareholder
|
|
|
|
|
|
|
|
|
|
|
58,668 |
|
|
|
|
|
|
|
58,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss fiscal 1998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58,668 |
) |
|
|
(58,668 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1998-unaudited
|
|
|
300,038 |
|
|
$ |
3,001 |
|
|
$ |
1,964,214 |
|
|
$ |
(1,367,215 |
) |
|
$ |
600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contributed by shareholder
|
|
|
|
|
|
|
|
|
|
|
28,654 |
|
|
|
|
|
|
|
28,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income fiscal 1999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,705 |
) |
|
|
(26,705 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 1999-unaudited
|
|
|
300,038 |
|
|
$ |
3,001 |
|
|
$ |
1,992,868 |
|
|
$ |
(1,393,920 |
) |
|
$ |
601,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contributed by shareholder
|
|
|
|
|
|
|
|
|
|
|
22,750 |
|
|
|
|
|
|
|
22,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss fiscal 2000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(624,699 |
) |
|
|
(624,699 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2000-unaudited
|
|
|
300,038 |
|
|
$ |
3,001 |
|
|
$ |
2,015,618 |
|
|
$ |
(2,018,619 |
) |
|
$ |
0 |
|
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statement
of Changes in Shareholders’ Equity
From
Inception in May 1989
(Continued)
|
|
Common
|
|
|
Common
|
|
|
Paid
in
|
|
|
Accumulated
|
|
|
|
|
|
Stock
|
|
|
|
Shares
|
|
|
Par
Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
Price
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
103,535 |
|
|
|
1,035 |
|
|
|
611,943 |
|
|
|
|
|
|
612,978 |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for compensation
|
|
|
50,000 |
|
|
|
500 |
|
|
|
19,571 |
|
|
|
|
|
|
20,071 |
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contributed by shareholder
|
|
|
|
|
|
|
|
|
|
|
21,719 |
|
|
|
|
|
|
21,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss fiscal 2001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(654,768 |
) |
|
|
(654,768 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2001-unaudited
|
|
|
453,573 |
|
|
$ |
4,536 |
|
|
$ |
2,668,851 |
|
|
$ |
(2,673,387 |
) |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock to purchase mining claim
|
|
|
24,200,000 |
|
|
|
242,000 |
|
|
|
2,207,466 |
|
|
|
|
|
|
|
2,449,466 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
shares to employees
|
|
|
267,500 |
|
|
|
2,675 |
|
|
|
(2,675 |
) |
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contributed by shareholders
|
|
|
|
|
|
|
|
|
|
|
143,480 |
|
|
|
|
|
|
|
143,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,591,671 |
) |
|
|
(2,591,671 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2002-unaudited
|
|
|
24,921,073 |
|
|
$ |
249,211 |
|
|
$ |
5,017,122 |
|
|
$ |
(5,265,058 |
) |
|
$ |
1,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
872,000 |
|
|
|
8,720 |
|
|
|
264,064 |
|
|
|
|
|
|
|
272,784 |
|
|
$ |
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature
|
|
|
|
|
|
|
|
|
|
|
3,767 |
|
|
|
|
|
|
|
3,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contributed by shareholders
|
|
|
|
|
|
|
|
|
|
|
81,472 |
|
|
|
|
|
|
|
81,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(865,287 |
) |
|
|
(865,287 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2003
|
|
|
25,793,073 |
|
|
$ |
257,931 |
|
|
$ |
5,366,425 |
|
|
$ |
(6,130,345 |
) |
|
$ |
(505,989 |
) |
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statement
of Changes in Shareholders’ Equity
From
Inception in May 1989
(Continued)
|
|
Common
|
|
|
Common
|
|
|
Paid
in
|
|
|
Accumulated
|
|
|
|
|
|
Stock
|
|
|
|
Shares
|
|
|
Par
Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
Price
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
550,000 |
|
|
|
5,500 |
|
|
|
206,500 |
|
|
|
|
|
|
212,000 |
|
|
$ |
0.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock to pay bills
|
|
|
1,069,945 |
|
|
|
10,699 |
|
|
|
460,077 |
|
|
|
|
|
|
470,776 |
|
|
$ |
0.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
2,118,444 |
|
|
|
21,184 |
|
|
|
652,714 |
|
|
|
|
|
|
673,898 |
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(964,108 |
) |
|
|
(964,108 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2004
|
|
|
29,531,462 |
|
|
$ |
295,314 |
|
|
$ |
6,685,716 |
|
|
$ |
(7,094,453 |
) |
|
$ |
(113,423 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
150,000 |
|
|
|
1,500 |
|
|
|
46,500 |
|
|
|
|
|
|
|
48,000 |
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
2,840,000 |
|
|
|
28,400 |
|
|
|
331,600 |
|
|
|
|
|
|
|
360,000 |
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock to pay debt
|
|
|
400,000 |
|
|
|
4,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
54,000 |
|
|
$ |
0.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants
|
|
|
|
|
|
|
|
|
|
|
1,817 |
|
|
|
|
|
|
|
1,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(628,337 |
) |
|
|
(628,337 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2005
|
|
|
32,921,462 |
|
|
$ |
329,214 |
|
|
$ |
7,115,633 |
|
|
$ |
(7,722,790 |
) |
|
$ |
(277,943 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
885,000 |
|
|
|
8,850 |
|
|
|
70,800 |
|
|
|
|
|
|
|
79,650 |
|
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(837,551 |
) |
|
|
(837,551 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2006
|
|
|
33,806,462 |
|
|
$ |
338,064 |
|
|
$ |
7,186,433 |
|
|
$ |
(8,560,341 |
) |
|
$ |
(1,035,844 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
50,000 |
|
|
|
500 |
|
|
|
4,500 |
|
|
|
|
|
|
|
5,000 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible debt
|
|
|
|
|
|
|
|
|
|
|
648,098 |
|
|
|
|
|
|
|
648,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,176,745 |
) |
|
|
(3,176,745 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2007
|
|
|
33,856,462 |
|
|
|
338,564 |
|
|
|
7,839,031 |
|
|
|
(11,737,086 |
) |
|
|
(3,559,491 |
) |
|
|
|
|
USCorp
(an
Exploration Stage Company)
Statement
of Changes in Shareholders’ Equity
From
Inception in May 1989
(Continued)
|
|
Common
|
|
|
Common
|
|
|
Paid
in
|
|
|
Accumulated
|
|
|
|
|
|
Stock
|
|
|
|
Shares
|
|
|
Par
Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
Price
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
10,011,879 |
|
|
|
100,119 |
|
|
|
638,559 |
|
|
|
|
|
|
738,678 |
|
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
9,517,664 |
|
|
|
95,177 |
|
|
|
2,447,473 |
|
|
|
|
|
|
2,542,650 |
|
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of debentures
|
|
|
7,200,000 |
|
|
|
72,000 |
|
|
|
828,000 |
|
|
|
|
|
|
900,000 |
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of preferred stock
|
|
|
26,626 |
|
|
|
266 |
|
|
|
6,401 |
|
|
|
|
|
|
6,667 |
|
|
$ |
0.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible debt
|
|
|
|
|
|
|
|
|
|
|
56,000 |
|
|
|
|
|
|
56,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the fiscal period- as restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,498,879 |
) |
|
|
(2,498,879 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2008
|
|
|
60,612,631 |
|
|
|
606,126 |
|
|
|
11,815,464 |
|
|
|
(14,235,965 |
) |
|
|
(1,814,375 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
12,261,765 |
|
|
|
122,618 |
|
|
|
304,845 |
|
|
|
|
|
|
|
427,463 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
845,064 |
|
|
|
8,451 |
|
|
|
53,939 |
|
|
|
|
|
|
|
62,390 |
|
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock to settle lawsuit
|
|
|
200,000 |
|
|
|
2,000 |
|
|
|
10,000 |
|
|
|
|
|
|
|
12,000 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Preferred A
|
|
|
400,000 |
|
|
|
4,000 |
|
|
|
(3,933 |
) |
|
|
|
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible debt
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
|
|
|
|
3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,293,237 |
) |
|
|
(1,293,237 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2009
|
|
|
74,319,460 |
|
|
|
743,195 |
|
|
|
12,183,315 |
|
|
|
(15,529,202 |
) |
|
|
(2,602,692 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
15,206,385 |
|
|
|
152,064 |
|
|
|
205,831 |
|
|
|
|
|
|
|
357,895 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
stock for services
|
|
|
2,620,372 |
|
|
|
26,204 |
|
|
|
130,987 |
|
|
|
|
|
|
|
157,191 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants
|
|
|
|
|
|
|
|
|
|
|
503,744 |
|
|
|
|
|
|
|
503,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Converted
preferred A
|
|
|
9,400,000 |
|
|
|
94,000 |
|
|
|
(94,000 |
) |
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,305,867 |
) |
|
|
(1,305,867 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at March 31, 2010
|
|
|
101,546,217 |
|
|
$ |
1,015,463 |
|
|
$ |
12,929,877 |
|
|
$ |
(16,835,069 |
) |
|
$ |
(2,889,729 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please
see the notes to the financial statements.
USCorp
(an
Exploration Stage Company)
Notes
to the Consolidated Financial Statements
For
the Six Month Ended March 31, 2010 and March 31, 2009
1.
|
Organization
of the Company and Significant Accounting
Principles
|
USCorp
(the “Company”) is a publicly held corporation formed in May 1989 in the state
of Nevada. In April 2002 the Company acquired US Metals, Inc. (“USMetals”), a
Nevada corporation, by issuing 24,200,000 shares of common stock. US Metals
became a wholly owned subsidiary of the Company.
The
Company owns the mineral rights to 177 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 Lode and Placer Claims on five
properties in the Mesquite Mining District of Imperial County, California, which
the Company collectively refers to as the Picacho Salton Project.
The
Company has no revenues to date and has defined itself as an “exploration stage”
company.
Exploration Stage Company-
the Company has no operations or revenues since its inception and therefore
qualifies for treatment as an Exploration Stage company as per 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 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 on our properties as warranted. An application for drilling on Twin
Peaks Project has been submitted to the Bureau of Land Management and approved.
Applications have been prepared for the Picacho Salton Project and are being
reviewed by the Bureau of Land Management; permits are expected soon. Other
permits for commercial mining are being prepared and reviewed for submission to
Federal, State and local authorities.
* USCorp
plans to begin commercial scale operations on one or more of its properties as
soon as the required permits and approvals have been granted and funding
obtained. Due to the nature of the ore bodies of the Company’s current
properties Management believes it will begin commercial scale operations on our
Picacho Salton Project. Then Management plans to begin commercial scale
operations on the Twin Peaks Project.
*
Continue exploration and ramp up permitting process to meet ongoing and
anticipated demand for gold, silver, uranium, aggregate, decorative rock and
polymetalic ores resulting from our planned commercial scale production
activities.
* Augment
our mining exploration team with quality and results-oriented people as needed.
Upon adequate funding management intends to hire qualified and experienced
personnel, including additional officers and directors, and mining specialists,
professionals and consulting firms to advise management as needed to handle
mining operations, acquisitions and development of existing and future mineral
resource properties.
* Put
together a strategic alliance of consultants, engineers, contractors as well as
joint venture partners when appropriate, and set up an information and
communication network that allows the alliance to function effectively under
USCorp's management.
* Attend
and exhibit at industry and investment trade shows
* Acquire
additional properties and/or corporations with properties as subsidiaries to
advance the company's growth plans.
* The
company has uploaded proprietary information about the company and our
properties to a secure web site for the purpose of raising additional capital in
order to continue our exploration and development efforts.
* The
Company has curtailed its exploration efforts and drilling program due to the
unavailability of a sufficient amount of capital or loans. USCorp filed its
annual report on form 10-K for fiscal year ending 9-30-2009 and is filing its
first quarter fiscal 2010 Form 10-Q completing calendar 2009 filings. After
that, if USCorp has not obtained sufficient funding to maintain its status as a
fully reporting company trading on the OTC Bulletin Board, management may allow
the company to become a pink sheet traded, non-reporting, public company. A
Company may be delisted from the OTC Bulletin Board when it fails to make
required filings with the SEC or voluntarily delists from the OTC Bulletin Board
and then trades on the PinkSheets. Eliminating the cost associated with being a
fully reporting company is the last cost cutting measure available to
USCorp.
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 common stock options and the debentures convertible into shares of common
stock, however, have been excluded from the calculation of loss per share
because their inclusion would be anti-dilutive. Net loss per share is computed
as follows:
|
|
3/31/2010
|
|
|
3/31/2009
|
|
|
|
|
|
|
|
|
Net
loss before cumulative preferred dividend
|
|
$ |
(1,305,867 |
) |
|
$ |
(813,987 |
) |
|
|
|
|
|
|
|
|
|
Cumulative
dividend preferred payable
|
|
|
(38,828 |
) |
|
|
(30,599 |
) |
|
|
|
|
|
|
|
|
|
Net
loss to common shareholders
|
|
$ |
(1,344,695 |
) |
|
$ |
(844,586 |
) |
|
|
|
|
|
|
|
|
|
Weighted
average
|
|
|
79,574,934 |
|
|
|
63,915,751 |
|
|
|
|
|
|
|
|
|
|
Basic
& fully diluted net loss per common share
|
|
$ |
(0.02 |
) |
|
$ |
(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). Originally, the promissory
note came due in September 2007. In September 2007, the holder of the promissory
note agreed to extend the maturity date of the note to September
2009. In September 2009, the holder of the promissory note extended
the maturity date to January 2010 at the previous terms. The holder has now
extended the maturity date on a day-to-day basis.
The loss
on the underlying gold derivative on the promissory note has been calculated as
follows.
Carrying
value of loan
|
|
$ |
893,655 |
|
|
|
|
|
|
|
|
|
|
|
Fair
value of loan
|
|
|
2,147,215 |
|
|
|
|
|
|
|
|
|
|
|
Life
to date loss on unhedged underlying derivative
|
|
$ |
(1,253,559 |
) |
|
|
|
|
|
A summary
of equipment-net at March 31, 2010 and September 30, 2009 is as
follows:
|
|
31-Dec-09
|
|
|
30-Sep-09
|
|
|
|
|
|
|
|
|
Office
equipment
|
|
$ |
17,555 |
|
|
$ |
17,555 |
|
Accumulated
depreciation
|
|
|
(17,043 |
) |
|
|
(16,525 |
) |
|
|
|
|
|
|
|
|
|
Equipment-
net
|
|
$ |
512 |
|
|
$ |
1,030 |
|
6.
|
Issuances
of Common Stock and Preferred Stock
|
During
fiscal year 2009, the Company issued 12,261,765 shares of common stock and
received proceeds of $427,463. Purchasers of the common stock also received the
option to purchase an additional 5,354,637 shares of common stock at $0.03 per
share expiring in fiscal year 2010.
During
fiscal year 2009, the Company issued 845,064 shares of common stock to
consultants for services received valued at $62,390. In addition, the
Company issued 200,000 shares of common stock to settle a lawsuit against the
Company by a former consultant. These shares were valued at $12,000
and recorded in the consolidated statement of operations.
In
September 2009, a holder of the preferred A convertible stock converted 50,000
shares of preferred A into 400,000 shares of common stock. Also in
September 2009, the Company issued 1,393,750 preferred A shares and received
proceeds of $1,394.
During
fiscal year 2010, the Company has issued 15,206,385 shares of common stock for
proceeds of $357,895.
During
fiscal year 2010, the Company issued 2,620,372 shares of its commons stock to
consultants for services rendered valued at the market price at the date of
issuance. The company record consulting expense of $157,191 as a
result of the issuances.
During
fiscal year 2010, the holders of the preferred A converted 1,175,000 preferred A
into 9,400,000 shares of common stock.
During
Fiscal year 2010, the Company issued 15 million Class B common shares to
consultants for $100,000. The Class B shares are non
trading.
During
fiscal year 2009, the Company issued 5,354,637 options to purchase common stock
at $0.03 per share. These options expire in fiscal year
2010.
Also in
fiscal year 2009, the Company issued 1,600,000 options exercisable at $.40 per
share to the purchasers of the debentures discussed in Note 8 and the holders of
the gold bullion promissory note discussed in Note 4. These options expired
worthless at the beginning of fiscal year 2010.
During
fiscal year 2010, the Company issued 8,634,063 options to purchase the company
stock at two cents a share expiring in fiscal year 2011.
The
Company applies SFAS No. 123, “Accounting for Stock-Based Compensation” to
account for its option issues. Accordingly, all options granted are
recorded at fair value using a generally accepted option pricing model at the
date of the grant. For purposes of determining the option value at
issuance, the fair value of each option granted is measured at the date of the
grant by the option pricing model with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
yield
|
|
|
|
|
|
0.00%
|
Risk
free interest rate
|
|
|
|
|
1.00%
|
Volatility
|
|
|
|
|
|
25.00%
|
The fair
values generated by option pricing model may not be indicative of the future
values, if any, that may be received by the option holder. As a result of the
valuation, the Company recorded an expense of $503,744 is it statement of
operations.
The
Company provides for a Stock Incentive Plan for its employees. The
plan provides for incentive stock options and non-qualified stock options. The
Board of Directors will determine whether an option is an incentive stock option
or a non-qualified stock option when it grants the option and the option will be
evidenced by an agreement describing the material terms of the option. The Board
of Directors will determine the exercise price of an employee’s option at the
date of the grant. The exercise price of an incentive stock option may not be
less than the fair market value of the common stock on the date of the grant, or
less than 110% of the fair market value if the participant owns more than 10% of
the outstanding common stock. The Board of Directors will also determine the
term of an option at the date of the grant. The term of an incentive stock
option or non-qualified stock option may not exceed ten years from the date of
grant, but any incentive stock option granted to a participant who owns more
than 10% of the outstanding common stock will not be exercisable after the
expiration of five years after the date the option is granted. Subject to any
further limitations in the applicable agreement, if a participant’s employment
terminates, an incentive stock option will terminate and expire no later than
three months after the date of termination of employment.
Incentive
stock options are also subject to the further restriction that the aggregate
fair market value, determined as of the date of the grant, of the market value
of the common Stock as to which any incentive stock option first becomes
exercisable in any calendar year is limited to $100,000 per recipient. If
incentive stock options covering more than $100,000 worth of the common stock
first become exercisable in any one calendar year, the excess will be
non-qualified options. For purposes of determining which options, if any, have
been granted in excess of the $100,000 limit, options will be considered to
become exercisable in the order granted.
The
following is a summary of common stock warrants outstanding at September 30,
2009:
|
|
|
|
|
Wgtd
Avg
|
|
|
Wgtd
Years
|
|
|
|
Amount
|
|
|
Exercise
Price
|
|
|
to
Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at September 30, 2008
|
|
|
5,736,666 |
|
|
$ |
0.40 |
|
|
|
1.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issues
|
|
|
6,954,637 |
|
|
|
|
|
|
|
|
|
Exercises
|
|
|
0 |
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(3,200,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at September 30, 2009
|
|
|
9,491,303 |
|
|
$ |
0.33 |
|
|
|
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issues
|
|
|
8,634,063 |
|
|
|
|
|
|
|
|
|
Exercises
|
|
|
(6,429,216 |
) |
|
|
|
|
|
|
|
|
Expired
|
|
|
(4,136,666 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at March 31, 2010
|
|
|
7,559,484 |
|
|
$ |
0.02 |
|
|
|
0.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
Convertible
Debentures
|
During
the fiscal year 2007, the Company issued convertible debentures with a face
value of $1,200,000. The debentures were convertible into common stock at $0.125
per share. The debentures had an interest rate of 5% and a maturity
date from December 2009 to September 2010. During the fiscal year 2008, the
holder of these debentures converted $900,000 of the debentures to 7,200,000
shares of common stock. The remaining $300,000 of 2007 debentures is
convertible into common stock at $0.125 per share, matures in September 2010,
and has an interest rate of 5%
In fiscal
year 2008 the Company issued an additional convertible debenture to the same
holder and received proceeds of $200,000. This debenture matures in
March 2010, is exercisable into common stock at $0.125 per share, and has an
interest rate of 4%. The Company recorded $56,000 to its stockholder equity as a
result of this issuance and is amortizing the amount to interest expense over
the life of the debenture.
In fiscal
year 2009 the Company issued an additional convertible debenture to the same
holder and received proceeds of $200,000. This debenture matures in
April 2010, is exercisable into common stock at $0.125 per share, and has an
interest rate of 4%. The Company recorded $3,000 to its stockholder equity as a
result of this issuance and is amortizing the amount to interest expense over
the life of the debenture.
The
balance of the convertible debt at March 31, 2010 and September 30, 2009 is as
follows:
|
|
31-Mar-10
|
|
|
30-Sep-09
|
|
|
|
|
|
|
|
|
Convertible
debt payable
|
|
$ |
700,000 |
|
|
$ |
700,000 |
|
Unamortized
beneficial conversion feature
|
|
|
(22,352 |
) |
|
|
(59,384 |
) |
|
|
|
|
|
|
|
|
|
Net
convertible debt payable
|
|
$ |
677,648 |
|
|
$ |
640,616 |
|
|
|
|
|
|
|
|
|
|
9. Income Tax
Provision
Provision
for income taxes is comprised of the following:
|
|
|
|
|
|
|
|
|
31-Mar-10
|
|
|
31-Dec-08
|
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
$ |
(1,305,867 |
) |
|
$ |
(813,987 |
) |
|
|
|
|
|
|
|
|
|
Current
tax expense:
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
0 |
|
|
$ |
0 |
|
State
|
|
|
0 |
|
|
|
0 |
|
Total
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
Less
deferred tax benefit:
|
|
|
|
|
|
|
|
|
Tax
loss carryforwards
|
|
|
(2,536,429 |
) |
|
|
(1,457,228 |
) |
Allowance
for recoverability
|
|
|
2,536,429 |
|
|
|
1,457,228 |
|
Provision
for income taxes
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
A
reconciliation of provision for income taxes at the statutory rate to
provision
|
|
|
|
|
|
for
income taxes at the Company's effective tax rate is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory
U.S. federal rate
|
|
|
34 |
% |
|
|
34 |
% |
Statutory
state and local income tax
|
|
|
10 |
% |
|
|
10 |
% |
Less
allowance for tax recoverability
|
|
|
-44 |
% |
|
|
-44 |
% |
Effective
rate
|
|
|
0 |
% |
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
Deferred
income taxes are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
loss carryforwards
|
|
$ |
2,536,429 |
|
|
$ |
1,457,228 |
|
Allowance
for recoverability
|
|
|
(2,536,429 |
) |
|
|
(1,457,228 |
) |
Deferred
tax benefit
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
Note: The
deferred tax benefits arising from the timing differences begin to expire
in fiscal year
|
|
2028
and 2029 and may not be recoverable upon the purchase of the Company under
current IRS statutes.
|
|
10.
|
Concentrations
of Credit
|
The
Company continues to rely of the financial support of one
creditor. This creditor is the holder of the gold bullion promissory
note discussed in Note 4 and the holder of the convertible debentures discussed
in Note 8. A withdrawal of support from this creditor would have a
material adverse affect on the Company’s financial condition.
The
Company heavily relies upon the efforts of the Company’s chief executive officer
and majority shareholder for the success of the Company. A withdrawal
of the chief executive’s officer efforts would have a material adverse affect on
the Company’s financial condition.
11.
|
Class
B Common Shares
|
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 20,000,000
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.
The
Company has made a review of material subsequent events from December 31, 2009
through the date of this report and found no material subsequent events
reportable during this period.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You
should read the following discussion and analysis in conjunction with the
Consolidated Financial Statements and Notes thereto, and the other financial
data appearing elsewhere in this Report.
The
information set forth in Management’s Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A") contains certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21 E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act of 1995,
including, among others (i) expected changes in the Company’s revenues and
profitability, (ii) prospective business opportunities and (iii) the Company’s
strategy for financing its business. Forward-looking statements are statements
other than historical information or statements of current condition. Some
forward-looking statements may be identified by use of terms such as "believes",
"anticipates", "intends" or "expects". These forward-looking statements relate
to the plans, objectives and expectations of the Company for future operations.
Although the Company believes that its expectations with respect to the
forward-looking statements are based upon reasonable assumptions within the
bounds of its knowledge of its business and operations, in light of the risks
and uncertainties inherent in all future projections, the inclusion of
forward-looking statements in this report should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved.
The
Company’s revenues and results of operations could differ materially from those
projected in the forward-looking statements as a result of numerous factors,
including, but not limited to, the following: (i) changes in external
competitive market factors, (ii) termination of certain operating agreements or
inability to enter into additional operating agreements, (iii) inability to
satisfy anticipated working capital or other cash requirements, (iv) changes in
or developments under domestic or foreign laws, regulations, governmental
requirements or in the mining industry, (v) changes in the Company’s business
strategy or an inability to execute its strategy due to unanticipated changes in
the market, (vi) various competitive factors that may prevent the Company from
competing successfully in the marketplace, and (ix) the Company’s lack of
liquidity and its ability to raise additional capital. In light of these risks
and uncertainties, there can be no assurance that actual results, performance or
achievements of the Company will not differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The foregoing review of important factors should not be construed as
exhaustive. The Company undertakes no obligation to release publicly the results
of any future revisions it may make to forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Significant Accounting
Policies and Estimates
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
discusses the Company’s consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to reserves and intangible
assets. Management bases its estimates and judgments on historical
experiences and on various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of the Company’s financial
statements include estimates as to the appropriate carrying value of certain
assets which are not readily apparent from other sources, primarily allowance
for the cost of the Mineral Properties based on the successful efforts method of
accounting. These accounting policies are described at relevant sections
in this discussion and analysis and in the notes to the consolidated financial
statements included in our Annual Report on Form 10-K for the fiscal year ended
September 30, 2009.
Results
of Operations
Comparison
of operating results for the three months ended March 31, 2010 and March 31,
2009:
The
Company has no revenues through the date of this report.
General
and administrative expenses were $786,712 compared to $304,172 for the same
period a year ago. Consulting costs increased from $78,681 to $267,685 in the
three months ended March 31, 2010 compared to the same period last year, which
is mainly due to an increase in investor and public relations costs.
Administration costs increased from $200,096 in the three months ended March 31,
2009 to $505,331 for the three months ended March 31, 2010 due to increased
costs for clerical help, office staff, the value of payments for professional
services with Registered S-8 shares, and the difference between the
capitalization received as a result of investors exercising their warrants and
the value of shares issued when the warrants were exercised by investors during
the period.
As a
result of general and administrative costs, the Company experienced a loss from
operations of $786,712 for the three months ended March 31, 2010, compared to
loss from operations of $304,172 for the same period last year.
Interest
expense loss decreased to $30,602 during the second three months of fiscal 2010
compared to -$54,475 the second three months of fiscal year 2010 as a result of
the Gold Bullion Loan borrowed at the end of September 2005 and the change in
the price of gold compared to the same period one year ago. The loan is payable
in gold bullion at the prevailing rate price and is not hedged. The Company’s
gain on the unhedged loan is $3,480 for the second three months of fiscal year
2010 compared to a loss of ($48,476) for the same period a year ago due to the
change in the price of gold over the past year.
Net loss
for the second three months of fiscal year 2010 was $813,864 or $0.02 per share
compared to a loss of $407,000, or $0.01 per share for the same period last
year.
Discussion
of Financial Condition: Liquidity and Capital Resources
At March
31, 2010 cash on hand was $209,295 as compared with $18,527 at September 30,
2009. During the first three months of fiscal year 2010, the Company used
$120,933 for its operations.
At March
31, 2010, the Company had working capital of $209,295 compared to a working
capital of $18,527 at September 30, 2009. The increase is due to costs of
continuing exploration and preparations for development of Company’s mining
properties offset by the Company’s on-going financing efforts.
Total
assets at March 31, 2010 were $209,807 as compared to $19,557 at September 30,
2009. The increase is due to costs of continuing exploration and preparations
for development of Company’s mining properties offset by the Company’s on-going
financing efforts.
The
Company’s total stockholders’ deficit increased to a deficit of $2,889,729 at
March 31, 2010 compared to a deficit of $2,602,692 at September 30, 2009. The
increase in stockholders’ deficit was the result of an increase in additional
paid in capital and operating losses of $813,834 for the three months ended
March 31, 2010 due to increased costs for clerical help, office staff, the value
of payments for professional services with Registered S-8 shares, and the
difference between the capitalization received as a result of investors
exercising their warrants and the value of shares issued when the warrants were
exercised by investors during the period.
As
discussed in our January 22, 2010 press release, Robert Dultz, President,
Chairman and CEO, and other members of the management and exploration team have
been actively involved in correspondence, conference calls, site visits,
meetings and review of USCorp’s proprietary data, with a variety of people
representing more than 10 mining companies, including some contacts directly
with their CEOs. The mining companies range in size from junior to major, and
from regional to international in scope. These communications have as their
object completing one or more of the following: debt or equity financing, the
acquisition of USCorp, or creating a joint venture, merger, or other business
combinations whose purpose is development of the Company’s California and
Arizona properties by well-financed and highly experienced miners.
As of the
date of this report, USCorp has received several communications from
an investment group based in Europe (and not affiliated with any prior European
investment group that USCorp has entered into agreements with) to purchase up to
245,000,000 Class B non-voting Common shares via a private placement. Our Class
B Common shares trade only outside of the U.S. These proposals were
not structured in a way that USCorp was willing to accept due to i) technical
issues regarding the mechanics of transferring shares electronically from our
transfer agent in the U.S. to the purchaser’s brokerage in Switzerland while
simultaneously receiving payment (known as Delivery Versus Payment or “DVP), ii)
certain rules and regulations that apply to U.S. based public corporations, but
do not apply to foreign corporations, and iii) German exchange trading rules and
regulations.
During
these negotiations, USCorp agreed to sell 15,000,000 Class B Common shares to a
Swiss Consulting company for US$0.03 per share. USCorp received US$100,000 with
a promise to pay the balance of US$350,000 within 120 days.
Subsequently
the parties determined it was not possible to structure the proposed purchase of
up to 245,000,000 Class B Common shares under terms and conditions that were
acceptable to both parties and it was agreed to unwind the purchase of the
15,000,000 shares. The Consulting company has informed USCorp it sold into the
market in Germany 60,000 of the Class B Common shares in its possession, and
USCorp has informed the Consulting company it has incurred US$30,000 in
expenses. As of the date of this report USCorp is in negotiations
with the Consulting company to return 14,940,000 Class B Common shares and for
USCorp to return US$70,000 to the Consulting company.
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, 2010. 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, 2010, 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.
None.
Item
1A. Risk Factors
Not
Applicable.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During
the first two quarters of fiscal year 2010, the Company issued 15,206,385 shares
of common stock and received proceeds of $205,831; 2,620,372 shares were issued
for services with a value of $130,981; and 1,175,000 Series A
Preferred shares were converted to 9,400,000 Class A Common shares by officers
and directors of the corporation.
In
December 2009, the Company issued 238,636 shares of commons stock to consultants
for services rendered valued at $7,159.
During
the first quarter of fiscal year 2010, the Company issued 4,942,912 options to
buy its common stock at $0.03 per share to the purchasers of the common stock
described above. The options expire in fiscal year 2011. Also during the
quarter, 4,136,666 options to purchase common stock expired
unexercised.
During
fiscal year 2010, the Company issued 8,634,063 options to purchase the company
stock at two cents a share expiring in fiscal year 2011.
As
previously reported, in fiscal 2008 we received commitments to finance fiscal
2009 operations in the amount of $2.19 million. In the last quarter of fiscal
2008 and the last quarter of calendar 2008 the Company received $400,000 of the
$2.19 million in commitments for fiscal 2009, however no additional payments
were received, in breach of their agreement. We have no expectation the Company
will receive the rest of the committed funds.
As a
result of the failure to meet the commitments to fund USCorp operations in
fiscal 2009 there has been substantial damage done to USCorp. During the first
nine months of fiscal 2009 we were assured on several occasions that the funds
were coming and we delayed seeking other sources of financing while providing
the lender with requested due diligence documentation regarding USCorp, our
properties, historical mining on those properties and our contemporary
exploration efforts on those properties. In addition we were unable to complete
the third phase of the Twin Peaks drilling program and therefore were unable to
update our resource measurements, making it more difficult to obtain additional
financing from other sources, and to complete permitting, causing the inability
to pay the bullion loan when due. The bullion loan due date was extended and
after January 31, 2010 it is extended on a day-to-day basis. We continue to
pursue other sources of financing (see “Discussion of Financial Condition:
Liquidity and Capital Resources” above).
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.
Significant matters voted on were reported in our Form 10-K for period ending
September 30, 2009 and our Form 10-Q for period ending December 31,
2009.
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:
May 11, 2010