8-K

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):  September 30, 2008

000-19061

(Commission File Number)

USCORP.

(Exact name of Registrant as Specified in its Charter)

NEVADA	87-0403330
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

4535 W. Sahara  Ave., Suite 204, Las Vegas, NV 89102

 (Address of principal executive offices)  (Zip Code)

(702) 933-4034

(Registrant’s telephone number, including area code)

____________________________________________________

(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))

Forward-Looking Statements

Statements in this Current Report on Form 8-K (including the exhibit) that are not purely historical facts, including statements regarding USCorp's beliefs, expectations, intentions or strategies for the future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. These risks and uncertainties include USCorp's entry into new commercial businesses, the risk of obtaining financing, recruiting and retaining qualified personnel, and other risks described in USCorp's Securities and Exchange Commission filings. The forward looking statements in this Form 8-K speak only as of the date hereof, and USCorp disclaims any obligation to provide updates, revisions or amendments to any forward looking statement to reflect changes in the USCorp’s expectations or future events.

Item 1.01Entry into a Material Definitive Agreement

On September 28, 2008, USCorp (the “Company”) entered into an agreement with a private European fund providing for the sale and purchase of a nonrecourse convertible promissory note (the “Note”) in the principal face amount of $1,200,000. The Note bears interest at the rate of four percent (4%) per year, compounded annually, and is due on March 31, 2011. The Note ranks pari passu with the Company’s other debt obligations. The Note may be repaid by the Company in whole or in part, upon mutual agreement between the Company and the noteholder. The Note may be converted into shares of the Company’s Class A Common Stock at a conversion price of $0.125 per share. Further, the Company issued to the noteholder one-year warrants to purchase up to 4,800,000 shares of the Company’s Class A Common Stock at an exercise price of $0.20 per share.

A copy of the agreement, note and warrant are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively.

The Company is providing this report in accordance with Rule 135c under the Securities Act of 1933, as amended (“Rule 135c”), and the notice contained herein does not constitute an offer to sell the Company’s securities, and is not a solicitation for an offer to purchase the Company’s securities. The securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 2.03Creation of a Direct Financial Obligation or an obligation Under an Off-Balance Sheet Arrangement of a Registration.

See Item 1.01 above.

Item 3.02Unregistered Sales of Equity Securities

See Item 1.01 above.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D and/or Regulation S promulgated thereunder since, among other things, the transaction does not involve a public offering, the Investor is an “accredited investor” and/or qualified institutional buyer, the Investor has access to information about the Company and its investment, the Investor will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

Item 8.01 Other Events

On September 29, 2008, the Company issued a press release announcing that it had consummated a financing with a private European fund. In accordance with Rule 135c, a copy of the press release titled, “USCorp, a junior gold Exploration Company, Reports $2.16 Million Financing Agreement” is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

9.01 (d) Exhibits

10.1Form of Holder's Stock Purchase Agreement and Receipt Per Terms of the Convertible Debenture Note

10.2Form of Convertible Debenture Note

10.3Form of Warrant

99.1Press Release titled, “USCorp, a junior gold Exploration Company, Reports $2.16 Million Financing Agreement”

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: September 30, 2008

USCORP
By:	\s\ Larry Dietz
Name: Larry Dietz
Title: President and Secretary

EX-10.1

A Form Of

HOLDER’S STOCK PURCHASE AGREEMENT AND RECEIPT

PER TERMS OF THE CONVERTABLE DEBENTURE NOTE

(Number USCS _______) Dated the _____^th March 20_____

I, (full legal name) __________________________ located at ______________________________________________, being the undersigned, hereby declare that I, by virtue of my signature here below, irrevocably wish to purchase the securities listed herewith:

Name of Corporation				USCorp
Description of the Securities of the Corporation
Number of Shares	Unit Par Value		Class of Stock			Type of Stock
	$0.01		Class A Common			Unregistered
		Total Price			$ USD

The undersigned Buyer acknowledges:

(1) That USCorp Class A common shares are trading under the symbol USCS;

(2) That no future trading activity can be guaranteed, nor can any price be guaranteed;

(3) That he has received adequate information about the Company upon which to make an informed investment decision;

(4) That by reason of his knowledge and experience in financial and business matters in general, and investments in particular, Buyer is capable of evaluating the merits and risks of an investment for himself in the securities referenced above;

(5) That the Buyer has agreed to buy the shares identified above with full knowledge of such disclosures;

(6) The Buyer declares that he has read, agrees to and fully understands the meaning, terminology and interpretation of the conditions listed herein, and therefore may not, now or in the future, make any claims to the contrary;

(7) That he understands that except as contained herein, no warranties or representations as to the value of any of the Securities, which are the subject of this Stock Purchase Agreement and Receipt, have been made by the Company;

(8 That all pronouns used in this agreement shall be understood and construed to apply whether the party referred to is an individual, partnership, joint venture, corporation, and the masculine, feminine and nurture pronouns shall include the other and maybe used interchangeably with the same meaning.

(9) That neither of the Parties makes any claim of value or promise of profit for the other and the buyer indemnifies and holds harmless the Company in the event that he should incur a loss.

(10) That USCorp declares that it has full right to sell said shares and that all shares referred to in this Stock Purchase Agreement and Receipt will be validly issued, fully paid and non-assessable, unencumbered and free from liens with respect to their issuance.

The undersigned Buyer agrees to pay the sum of $                      in currency of the United States upon receipt of this Document.

USCorp shall deliver a certificate through the Company’s appointed Corporate Transfer Agent. The USCorp Class A Common Stock shall be issued as follows: in the name(s) of _____________________________________, Residing at ___________________________________________________________________________________________.

In witness thereof, this                 ^th day of __________, 20___

For Holder, _______________________________	For Seller, USCorp
_________________________________________	______________________________________
[Name], [Title]	Robert Dultz, Chairman and CEO

EX-10.2

A Form of CONVERTIBLE DEBENTURE NOTE (Stock Purchase Agreement Attached) Number USCS ___________

USCORP, A Nevada, U.S.A. Corporation (the “Company”), for value received pursuant to a Stock Purchase Agreement hereby promises to pay to ____________________, located at 1_______________________________________, (the “Payor” and “Note Holder”) the sum of $_____________.00 USD, payable as follows: Payor agrees to fund the above amount on or before ________, 20___ to USCorp. This note becomes effective upon receipt of above funds via wire transfer to USCorp’s Bank account at ________________, _____________, U.S.A. The USCorp and Payor are jointly referred to as the “Parties”.

1. Principal of USD ____________.00 due and payable on ______, 20___.

2. Interest at the rate of 4% (four percent) of the unpaid balance per annum for a term of two and one half (2 ½) years.

3. Interest payments to be made in the amount of $_______.00 USD payable annually for the period commencing with the first interest payment due on _________, 20___ and continuing annually thereafter in arrears.

USCorp reserves the right to pay all or any portion of the principal amount of this Note upon any interest payment date. Interest shall cease on any principal amount so paid.

The Parties hereto acknowledge that this Convertible Debenture Note (the “Note”) is a corporate obligation of USCorp and is based upon the present financial condition of USCorp. No warrants or representations as the credit worthiness or value of any property which is the subject of this Note have been made by either party except as contained herein and as reflected in the current financial records of USCorp.

Subject to the written Stock Purchase Agreement, Holder may convert this Debenture into common stock of USCORP upon 30 days written notice to USCorp. Holder may purchase stock at $0.125 USD per share any time during the two and one half (2 ½) year period of this note regardless of the then existing market value of USCorp Common Stock.

Payment to the registered Holder hereof of principal and interest shall be a complete discharge of USCORP's liability with respect to such payment but the Company may at any time require the presentation hereof of this Debenture Note as a condition precedent to such payment.

In the event of default in the payment of the principal or interest on this Debenture and should the said default continue for a period of thirty (30) days, after written notice, then the entire unpaid principal amount of this Debenture Note and any interest thereon shall become immediately due and payable. All notices of default shall be sent to _______________, located at ___________________________.

If for any reason whatsoever either party is required to resort to litigation to enforce any portion of this Debenture, then the prevailing party shall be entitled to recover reasonable attorney fees and costs.

In the event of litigation the parties hereto agree that the laws of the State of Nevada shall govern the interpretation of this Debenture.

The Debenture has not been registered pursuant to or under the securities law of any state or federal agency; it is issued pursuant to an exemption from the registration requirement of the United States Securities Acts of 1933 and 1934, as amended.

IN WITNESS WHEREOF, the Corporation has signed and sealed this Debenture Note on the ______^th day of ________, 20___.

By:
	Robert Dultz, Chairman and CEO
	USCorp
	4535 W Sahara Avenue, Suite 200
	Las Vegas, NV 89102

EX-10.3

USCorp

A Form of Warrant

NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

USCORP

Warrants for the Purchase

of

Shares of Common Stock

_______ __, 2008

THIS CERTIFIES that, for value received, ______________________________ (together with all permitted assigns, the “Holder”) is entitled to subscribe for, and purchase from, USCorp, a Nevada corporation (the “Company”), up to __________ shares of the Company’s common stock upon the terms and conditions set forth herein, at any time or from time to time during the period commencing on the date hereof (the “Initial Exercise Date”) and terminating at 5:00 p.m., Las Vegas, Nevada local time, on the second anniversary of the Initial Exercise Date (the “Exercise Period”). This Warrant is exercisable at an exercise price per share equal to $0.20 per share (the “Exercise Price”) provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified.

This Warrant, together with the warrants issuable upon the transfer hereof, are hereinafter referred to as the “Warrants”. Each share of Common Stock issuable upon the exercise hereof or thereof shall be hereinafter referred to as a “Warrant Share”.

This Warrant has been issued in accordance with the agreement, dated ______, ___, 2008 between the Holder and the Company.

Section 1Exercise of Warrant.

(a)This Warrant may be exercised during the Exercise Period, either in whole or in part, by the surrender of this Warrant (accompanied by the election form, attached hereto, duly executed) to the Company at its office at 4535 W. Sahara Avenue, Suite 200, Las Vegas, Nevada 89102, or at such other place as is designated in writing by the Company, together with a certified or bank cashier’s check payable to the order of the Company in an amount equal to the product of the Exercise Price and the number of Warrant Shares for which this Warrant is being exercised.

Section 2Rights Upon Exercise; Delivery of Securities.

Upon each exercise of the Holder’s rights to purchase Warrant Shares, the Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the transfer books of the Company shall then be closed or certificates representing the Warrant Shares with respect to which this Warrant was exercised shall not then have been actually delivered to the Holder. As soon as practicable after each such exercise of this Warrant, the Company shall issue and deliver to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a Warrant evidencing the right of the Holder to purchase the balance of the aggregate number of Warrant Shares purchasable hereunder as to which this Warrant has not been exercised or assigned.

Section 3Registration of Transfer and Exchange.

Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a warrant register (the “Warrant Register”) as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable on the books of the Company only upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his, her, or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares (or portions thereof), upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, neither this Warrant nor the Warrant Shares issued or issuable upon exercise of this Warrant may be sold, transferred, assigned, hypothecated or otherwise disposed of without the Holder first providing the Company with an opinion of counsel reasonably satisfactory to the Company that such sale, transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of applicable federal and state securities laws and regulations.

Section 4Reservation of Shares.

The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of the Warrants, such number of shares of Common Stock as shall, from time to time, be sufficient therefor. The Company represents that all shares of Common Stock issuable upon exercise of this Warrant are duly authorized and, upon receipt by the Company of the full payment for such Warrant Shares, will be validly issued, fully paid, and nonassessable, without any personal liability attaching to the ownership thereof and will not be issued in violation of any preemptive or similar rights of stockholders.

Section 5Antidilution.

(a)If, while this Warrant is outstanding, the Company effects a subdivision of the outstanding Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Warrant Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Section 5(a) shall become effective as of the record date for such event and if such subdivision or combination is not consummated in full the Exercise Price and the number of Warrant Shares shall be readjusted accordingly. For purposes of this Section 5(a), a stock dividend shall be considered a stock split.

(b)All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(c)In any case in which this Section 5 shall require that an adjustment in the number of Warrant Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due bill or other appropriate instrument evidencing the Holder's right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment.

(d)Whenever there shall be an adjustment as provided in this Section 5, the Company shall within 15 days thereafter cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer's certificate setting forth the number of Warrant Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error.

(e)The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall pay lieu of such fraction an amount in cash equal to the same fraction of the current market price on the date of exercise of this Warrant.

(f)No adjustment in the Exercise Price per Warrant Share shall be required if such adjustment is less than $.01; provided, however, that any adjustments which by reason of this Section 5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

Section 6Reclassification; Reorganization; Merger.

(a)In case of any capital reorganization, other than in the cases referred to in Section 5(a) hereof, or the consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Stock or the conversion of such outstanding shares of Common Stock into shares of other stock or other securities or property), or in the case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety (such actions being hereinafter collectively referred to as “Reorganizations”), there shall thereafter be deliverable upon exercise of this Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities or property to which a holder of the respective number of Warrant Shares which would otherwise have been deliverable upon the exercise of this Warrant would have been entitled upon such Reorganization if this Warrant had been exercised in full immediately prior to such Reorganization. In case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of the Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of this Warrant. Any such adjustment shall be made by, and set forth in, a supplemental agreement between the Company, or any successor thereto, and the Holder, with respect to this Warrant, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. In the event of sale, lease, or conveyance or other transfer of all or substantially all of the assets of the Company as part of a plan for liquidation of the Company, all rights to exercise this Warrant shall terminate 30 days after the Company gives written notice to the Holder that such sale or conveyance or other transfer has been consummated.

(b)In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value or from a specified par value to no par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder or holders of this Warrant shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of Warrant Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 5.

(c)The above provisions of this Section 6 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.

Section 7Notice of Certain Events.

In case at any time the Company shall propose:

(a)to pay any dividend or make any distribution on shares of Common Stock in shares of Common Stock or make any other distribution (other than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to all holders of Common Stock; or

(b)to issue any rights, warrants, or other securities to all holders of Common Stock entitling them to purchase any additional shares of Common Stock or any other rights, warrants, or other securities; or

(c)to effect any reclassification or change of outstanding shares of Common Stock or any consolidation, merger, sale, lease, or conveyance of property, as described in Section 6; or

(d)to effect any liquidation, dissolution, or winding-up of the Company; or

(e)to take any other action which would cause an adjustment to the Exercise Price per Warrant Share;

then, and in any one or more of such cases, the Company shall give written notice thereof by registered mail, postage prepaid, to the Holder at the Holder’s address as it shall appear in the Warrant Register, mailed at least 10 days prior to: (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such dividend, distribution, rights, warrants, or other securities are to be determined; (ii) the date on which any such reclassification, change of outstanding shares of Common Stock, consolidation, merger, sale, lease, conveyance of property, liquidation, dissolution, or winding-up is expected to become effective and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, change of outstanding shares, consolidation, merger, sale, lease, conveyance of property, liquidation, dissolution, or winding-up; or (iii) the date of such action which would require an adjustment to the Exercise Price per Warrant Share.

Section 8Charges and Taxes.

The issuance of any shares or other securities upon the exercise of this Warrant and the delivery of certificates or other instruments representing such shares or other securities shall be made without charge to the Holder. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 9Periodic Reports.

The Company agrees that until all the Warrant Shares shall have been sold pursuant to Rule 144 under the Securities Act or a Registration Statement under the Securities Act, it shall use best efforts to keep current in filing all reports, statements, and other materials required to be filed with the Commission to permit holders of the Warrant Shares to sell such securities under Rule 144 under the Securities Act.

Section 10Legend.

Until sold pursuant to the provisions of Rule 144 or otherwise registered under the Securities Act, the Warrant Shares issued on exercise of the Warrants shall be subject to a stop transfer order and the certificate or certificates representing the Warrant Shares shall bear the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

Section 11Loss; Theft; Destruction; Mutilation.

Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender of any Warrant if mutilated), and upon receipt by the Company of reasonably satisfactory indemnification, the Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination.

Section 12Stockholder Rights.

The Holder of any Warrant shall not have, solely on account of such status, any rights of a stockholder of the Company, either at law or in equity, or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant.

Section 13Governing Law.

This Warrant shall be construed in accordance with the laws of the State of Nevada applicable to contracts made and performed within such State, without regard to principles of conflicts of law.

IN WITNESS WHEREOF, the Company has executed this Warrant as of the

date first above written.

USCORP
By:
	Robert Dultz
	Chairman and CEO

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)

FOR VALUE RECEIVED, ______________________ hereby sells, assigns, and transfers unto _________________ a Warrant to purchase __________ shares of Common Stock, par value $.01 per share of USCorp, a Nevada corporation (the “Company”), and does hereby irrevocably constitute and appoint ___________ attorney to transfer such Warrant on the books of the Company, with full power of substitution.

Dated:

Signature

NOTICE

The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever.

ELECTION TO EXERCISE

To:USCorp

The undersigned hereby exercises his, her, or its rights to purchase shares of Common Stock, par value $.01 per share (the “Common Stock”), of USCorp, Inc., a Nevada corporation (the “Company”), covered by the within Warrant and tenders payment herewith in the amount of $___________________ in accordance with the terms thereof, and requests that certificates for the securities constituting such shares of Common Stock be issued in the name of, and delivered to:

(Print Name, Address, and Social Security or Tax Identification Number)

and, if such number of shares of Common Stock shall not constitute all such shares of Common Stock covered by the within Warrant, that a new Warrant for the balance of the shares of Common Stock covered by the within Warrant shall be registered in the name of, and delivered to, the undersigned at the address stated below.

Dated:	Name:
		(Print)
Address:
		(Signature)

EX-99.1

September 30, 2008 8:30 AM US Eastern Daylight Timezone

USCorp, a Junior Gold Exploration Company, Reports New $2.16 Million Financing Agreement.

LAS VEGAS—(BUSINESS WIRE)—September 30, 2008—USCorp (OTCBB:USCS) today announced signing a convertible debenture note with a private European fund in the amount of $1.2 million.

The debenture also carries warrants convertible to 4,800,000 common shares at the exercise purchase price of $0.20 per share at any time between October 1, 2008 and September 30, 2009. Exercising the warrants will provide an additional $960,000 in financing during the Company’s fiscal year 2009, for a total of $2.16 million.

Robert Dultz, USCorp’s Chairman and CEO said, “The financing is via a convertible debenture with an interest rate of four percent (4%) of the unpaid balance per annum for a term of two and one-half (2 1/2) years, due and payable on 3/31/2011. We have received $200,000, the second traunch of $200,000 will be received in October, 2008, and the third traunch of $200,000 will be received before the end of calendar 2008. The remaining traunch of $600,000 will be paid in January, 2009”.

According to the debenture, the holder may convert the unpaid balance of the loan into common stock of USCorp upon 30 days written notice to the company at $0.125 per share any time during the two and one-half (2 1/2) year period of the loan, regardless of the then existing market value of USCorp’s common stock.

For further information contact Beverly Jedynak, 312-943-1100 ext. 112; bjedynak@janispr.com or visit USCorp’s web site http://www.uscorpnv.com.

About USCorp

USCorp is a public company that trades on the Over The Counter Bulletin Board under the symbol USCS. USCorp has two mineral exploration projects in the United States: The gold and silver Twin Peaks project located in Yavapai County, Arizona, and the gold Picacho Salton project located in Imperial County, California. USCorp’s NI 43-101 compliant Technical Reports and Feasibility Studies are available on their web site at www.uscorpnv.com.

Forward-Looking Statements

Statements contained in this release that are not historical facts are forward-looking statements that involve risks and uncertainties. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those discussed in “Risk Factors” in the company’s filings with the U.S. Securities and Exchange Commission. The actual results that the company achieves may differ materially from any material forward-looking statements due to such risks and uncertainties. The company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Contacts

Martin E. Janis & Company, Inc.

Beverly Jedynak, 312-943-1100 ext. 112

bjedynak@janispr.com