Uscorp - Consolidated Statements of Operations for the Three...

Uscorp - Recent Material Event

Item 1. Financial Statements

Consolidated Balance Sheet as of March 31, 2008 and March 31, 2007 (unaudited)	4

Consolidated Statements of Operations for the Three Months & Quarter Ended March 31, 2008 and March 31, 2007 and from Inception, May 1989 through March 31, 2008 (unaudited)	5

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and March 31, 2007 and from Inception, May 1989 through March 31, 2008 (unaudited)	6

Consolidated Statements of Changes in Shareholders’ Equity from Inception, May 1989 through March 31, 2008

Notes to Consolidated Financial Statements (unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Controls and Procedures

PART II — OTHER INFORMATION

Item 6. Exhibits

SIGNATURES

PART I. FINANCIAL INFORMATION

DONAHUE ASSOCIATES, L.L.C.

27 BEACH ROAD, SUITE CO5-A

MONMOUTH BEACH, NJ 07750

Phone: (732) 229-7723

Consent of Certified Public Accountants

To the Board of Directors and Stockholders of USCorp:

We have reviewed the 10QSB March 31, 2008 and consent to its issuance.

/s/ Brian Donahue

Donahue Associates LLC

May 5, 2008

USCorp

(an Exploration Stage Company)

Balance Sheet

As of March 31, 2008 and September 30, 2007

	Unaudited
	31-Mar-08			30-Sep-07

ASSETS
Current assets:
Cash	$	923,129		$	1,541,001
Total current assets	$	923,129		$	1,541,001

Other assets:
Equipment- net		3,417			5,431

Total assets	$	926,546		$	1,546,432

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable & accrued expenses	$	385,702		$	2,410,918
Subscriptions payable					569,323
Total current liabilities	$	385,702		$	2,980,241

Gold bullion loan		1,525,339			1,205,484
Convertible debenture payable		568,471			639,770
Advances payable to shareholder					205,263

Shareholders’ equity:
Series A preferred stock, one share convertible to eight shares of common; 10% stated dividend, stated value $0.50, 10,000,000 shares authorized, no shares outstanding
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 March 31, 2008		63,498			70,165
Common stock B- $.001 par value, authorized 250,000,000 shares, issued and outstanding, 5,000,000 shares at March 31, 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, issued and outstanding, 33,856,462 shares at September 30, 2007 and 51,756,416 at March 31, 2008	$	517,564		$	338,564
Additional paid in capital		10,561,666			7,839,031
Accumulated deficit - exploration stage		(12,700,694	)		(11,737,086	)
Total shareholders’ deficit		(1,621,464	)		(3,559,491	)

Total Liabilities & Shareholders’ Deficit	$	926,546		$	1,546,432

See the notes to the consolidated financial statements.

USCorp

(an Exploration Stage Company)

Statements of Operations

For the Six Months Ended March 31, 2008 and March 31, 2007

and from Inception, May 1989 through March 31, 2008

	6 Months			6 Months			3 Months			3 Months			Inception
	31-Mar-08			31-Mar-07			31-Mar-08			31-Mar-07			to Date
General and administrative expenses:
Consulting	$	114,807		$			$	105,497		$	(5,492	)	$	5,803,143
Administration		273,311			137,298			126,443			51,535			4,329,730
License expense		0			2,500			0			2,234			190,684
Professional fees		41,289			1,000			(2,383	)		(8,864	)		534,616
Total general & administrative expenses		429,407			140,798			229,557			39,413			10,858,173

Net loss from operations	$	(429,407	)	$	(140,798	)	$	(229,557	)	$	(39,413	)	$	(10,858,173	)

Other income (expenses):
Interest expense		(243,029	)		(38,524	)		(80,953	)		(24,104	)		(496,418	)
Loss on un-hedged derivative		(291,172	)		(31,032	)		(15,966	)		14,107			(746,103	)
(Loss) gain on mining claim		0			0			0			0			(600,000	)

Net loss before provision for income taxes	$	(963,608	)	$	(210,354	)	$	(326,476	)	$	(49,410	)	$