ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
(a)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not
applicable.
(b)
PRO
FORMA FINANCIAL INFORMATION.
Not
applicable.
(c)
EXHIBITS.
|
Exhibit
Number
|
Description
|
|
|
|
|
10.1
*
|
Investment
Agreement, dated as of May 30, 2006, by and between USCorp and Dutchess
Private Equities Fund, L.P.
|
|
10.2
*
|
Registration
Rights Agreement, dated as of May 30, 2006, by and between USCorp
and
Dutchess Private Equities Fund,
L.P.
|
*
Filed
herewith
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 hereunto
duly authorized.
| USCORP | |
|
Date:
June 1 , 2006
|
By:
/s/
Robert Dultz
Robert
Dultz
Chairman
and Chief Executive
Officer
|
