Uscorp - Consolidated Statements of Operations for the Six and...

Uscorp - Recent Material Event

Item 1. Financial Statements		3

Consolidated Balance Sheet as of June 30, 2008 and September 30, 2007 (unaudited)		3

Consolidated Statements of Operations for the Six and Three Months Ended June 30, 2008 and June 30, 2007 and from Inception, May 1989 through June 30, 2008 (unaudited)		4

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and June 30, 2007 and from Inception, May 1989 through June 30, 2008 (unaudited)		5

Consolidated Statements of Changes in Shareholders’ Equity from Inception, May 1989 through June 30, 2008		6

Notes to Consolidated Financial Statements (unaudited)

Item 2. Management’s Discussion and Analysis or Plan of Operations

Item 3. Controls and Procedures

PART II – OTHER INFORMATION

Item 1 Legal Proceeding

Item 2 Unregistered Sale of Equity Securities and Use of Proceeds

Item 3. Defaults upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits

SIGNATURES

PART I. FINANCIAL INFORMATION

USCorp

(an Exploration Stage Company)

Balance Sheet

As of June 30, 2008 and September 30, 2007

	30-Jun-08			30-Sep-07

ASSETS

Current assets:
Cash	$	740,014		$	1,541,001

Total current assets	$	740,014		$	1,541,001

Other assets:
Equipment- net		2,642			5,431

Total assets	$	742,656		$	1,546,432

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable & accrued expenses	$	300,169		$	2,410,918
Subscriptions payable		0			569,323
Total current liabilities	$	300,169		$	2,980,241

Gold bullion loan		1,524,113			1,205,484
Convertible debenture payable		65,111			639,770
Advances payable to shareholder		0			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		0			0
Series B preferred stock, one share convertible to two shares of common; 10% cumulative stated dividend, stated value $0.50, 50,000,000 shares authorized, 155,000 shares outstanding at September 30, 2007 and 141,687 at June 30, 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 60,612,630 at June 30, 2008	$	606,126		$	338,564
Additional paid in capital		11,364,136			7,839,031
Accumulated deficit - exploration stage		(13,185,497	)		(11,737,086	)
Total shareholders' deficit		(1,215,235	)		(3,559,491	)

Total Liabilities & Shareholders' Deficit	$	742,656		$	1,546,432

See the notes to the consolidated financial statements.

USCorp

(an Exploration Stage Company)

Statements of Operations

For the Nine and Three Months Ended June 30, 2008 and June 30, 2007

and from Inception, May 1989 through June 30, 2008

	9 Months			9 Months			3 Months			3 Months			Inception
	30-Jun-08			30-Jun-07			30-Jun-08			30-Jun-07			to Date
General and administrative expenses:
Consulting	$	282,148		$	50,148		$	167,341		$	50,148		$	5,970,484
Administration		520,382			193,696			247,071			56,398			4,576,801
License expense		0			2,500			0			0			190,684
Professional fees		21,399			18,666			(19,890	)		17,666			514,726
Total general & administrative expenses		823,929			265,010			394,522			124,212			11,252,695

Net loss from operations	$	(823,929	)	$	(265,010	)	$	(394,522	)	$	(124,212	)	$	(11,252,695	)

Other income (expenses):
Interest income		5,133			0			5,133			0			5,133
Interest expense		(353,931	)		(58,547	)		(110,902	)		(20,023	)		(607,320	)
Gain (loss) on un-hedged derivative		(275,684	)		(40,952	)		15,488			(9,920	)