On July 26, 2005, the Company accepted the resignation of Carl O’Baugh as Vice President. Mr. O’Baugh will continue to serve the Company as an Independent Director.

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: July 26, 2005

USCORP

By:  \s\ Larry Dietz

Name:  Larry Dietz

Title:  President