0001017386-13-000165.txt : 20130716 0001017386-13-000165.hdr.sgml : 20130716 20130715183801 ACCESSION NUMBER: 0001017386-13-000165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130401 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20130716 DATE AS OF CHANGE: 20130715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USCORP CENTRAL INDEX KEY: 0000873185 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 870403330 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19061 FILM NUMBER: 13969114 BUSINESS ADDRESS: STREET 1: 4535 W. SAHARA AVE, SUITE 204 CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7029334034 MAIL ADDRESS: STREET 1: 4535 W. SAHARA AVE, SUITE 204 CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: FANTASTICON INC DATE OF NAME CHANGE: 20001027 FORMER COMPANY: FORMER CONFORMED NAME: FANTASTICON COM INC DATE OF NAME CHANGE: 20001027 FORMER COMPANY: FORMER CONFORMED NAME: SANTA MARIA RESOURCES INC /NV/ DATE OF NAME CHANGE: 20000229 8-K 1 uscorp_2013apr01-8k.htm CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 1, 2013

000-19061 (Commission File Number)

USCORP.

(Exact name of Registrant as Specified in its Charter)

NEVADA (State or Other Jurisdiction

of Incorporation)

87-0403330 (I.R.S. Employer

Identification No.)

4535 W. Sahara Ave., Suite 200, Las Vegas, NV 89102

(Address of principal executive offices) (Zip Code)

(702) 933-4034

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities

During the fiscal quarter ended June 30, 2013, the Company issued 101,237,558 shares of common stock to thirty two individuals who are sophisticated investors and existing shareholders of the Company at $0.005 per share. The shares issued represent 22.9% of the outstanding common stock as last reported on Form 10-Q filed May 8, 2013. There are now 456,066,363 shares of common stock outstanding. The shares were not registered under the Securities Act of 1933. The Registrant relied upon the exemption from registration set forth in Section 4(2) of the Securities Act of 1933 for the above transaction in that the shares were offered and sold without general solicitation and adequate public information provided in the form of the Company filings with the Securities and Exchange Commission.

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 15, 2013

USCORP

By: \s\ Robert Dultz

Name: Robert Dultz

Title: Chief Executive Officer