(1) On September 27, 2005, the Company entered into a Corporate Promissory Note through a private Swiss fund.

(2) The Amount of the Note is 1,375 ounces of gold bullion; the cash value was $635,662.50; The date of the Note is September 27, 2005; The term of the Note is two years, payable on September 27, 2007; the interest rate is 9% per year compounded; The total amount due on September 27, 2007 is 1,634 ounces of gold; The Note may be paid in part or in total on mutual agreement of the parties at any time; and the Note is a non-recourse obligation of the Company.

(3) The Note will rank no less than any other obligation incurred by the company until fully paid.

SIGNATURE

     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.

Dated: October 3, 2005

USCORP

By:  \s\ Larry Dietz

Name:  Larry Dietz

Title:  President