S-8

To Become Effective Upon Filing Pursuant to Rule 462

As filed with the Securities and Exchange Commission on October 29, 2009

Commission File Number: 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

USCORP

 (Exact name of registrant as specified in its charter)

NEVADA	87-0403330
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

USCORP 2009 Stock Incentive Plan

(Full title of the plan)

CSS Nevada, Inc., 4535 W. Sahara Avenue, Suite 200

Las Vegas, Nevada 89102

(Name and Address of Agent for Service)

(702) 933-4030

(Telephone number including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

	Proposed		Proposed
	Maximum		Maximum
Title of Securities	Amount of		Offering
to be Registered	Shares to be		Price Per		Aggregate		Amount
Registered(1) Share	Price		Fee(1)(2)		Offering		of Reg.
$0.01 par value Common A Stock		10,000,000	$	0.07	$	630,000	$	35.15
Totals		10,000,000	$	0.07	$	630,000	$	35.15

Total No. of pages: 24

(1) This Registration Statement covers up to 10,000,000 shares (the “Shares”) of Class A Common Stock of USCorp (the “Company”), par value $.01 per share, to be issued under the USCorp 2009 Stock Incentive Plan (the “Plan”). Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as amended (the “Act”), the Registration Statement also covers an indeterminate amount of Shares to be offered or sold as a result of any adjustments from stock splits, stock dividends or similar events.

(2) Based upon the average bid and asked prices of the Company’s Class A Common Stock in over-the-counter trading on October 26, 2009. Value stated for purpose of calculating the registration fee.

PROSPECTUS

USCORP

4535 W. Sahara Ave., Suite 200

Las Vegas, NV 89102

(702) 933-4034

(10,000,000 SHARES OF CLASS A COMMON STOCK)

This Prospectus relates to the reservation and issuance by USCORP (the “Company”), a Nevada corporation, of10,000,000 shares of its Class A common stock, $0.01 par value (the “Shares”), to be issued to certain employee, officers, directors, consultants or advisors of the Company or any of its subsidiaries or affiliates (the “Eligible Individuals”) pursuant to its 2009 Stock Incentive Plan (the “Plan”).

Under the terms of the Plan the Administrator (as such term is defined in the Plan) shall have the authority to select the Eligible Individuals to whom awards may be granted as well as to determine the terms and conditions for such award.

The Shares are not subject to any restriction on transferability. Recipients of Shares other than by persons who are affiliates of the Company within the meaning of the Securities Act of 1933, as amended (the “Act”) may sell all or part of the Shares in any way permitted by law including sales in the over-the-counter market at prices prevailing at the time of such sale. Shares registered hereunder are being granted to both affiliates and non-affiliates of the Company. An affiliate is, summarily, any director, executive officer or controlling shareholder of the Company. The affiliates of the Company may become subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) which would limit their discretion in transferring the Shares. If the individual who is not now an affiliate becomes an affiliate of the Company in the future; he would then be subject to Section I (b) of the Exchange Act (See General Information — Restrictions on Resale).

The Shares are listed on the OTC bulletin board under the symbol “USCS.”

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The documents containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1) promulgated under the Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Act. These documents and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of the Registration Statement on Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Act. See Rule 428(a)(1) under the Act.

The date of this Prospectus is October 29, 2009

This Prospectus is not part of any Registration Statement, which was filed and been effective under the Act and does not contain all of the information set forth in the Registration Statement, certain portions of which have been offered pursuant to the rules and regulations promulgated by the Commission under the Securities Act. The statements in this Prospectus as to the contents of any contracts or other documents filed as an exhibit to either this Registration Statement or other filings of the Company with the Commission are qualified in their entirety by the reference thereto.

The Company is subject to the reporting requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. These reports as well as the proxy statements, information statements and other information filed by the Company under the Exchange Act may be reviewed and copied at the public reference facilities maintained by the Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies maybe obtained at the prescribed rates. In addition the Shares are quoted on the automated quotation system maintained by the National Association of Securities Dealers, Inc. (NASD). Thus copies of these reports, proxy statements, information statements and other information may also be examined at the offices of the NASD at 1735 K Street N.C. Washington DC 20549.

No person has been authorized to give any information or to make any representation, other than those contained in this Prospectus, and if given or made, such other information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer or a solicitation by anyone in any state in which such is not authorized or in which the person making such is not qualified or to any one to whom it is unlawful to make an offer or solicitation.

Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has not been a change in the affairs of the Company since the date hereof.

TABLE OF CONTENTS

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS	1
ITEM 1. PLAN INFORMATION	1
GENERAL INFORMATION	1
The Company	1
Purpose	1
Common Stock
The Company 2009 Stock Incentive Plan
No Restrictions on Transfer
Tax Treatment to the Individual
Tax Treatment to the Company	3
Restrictions on Resale In The Case of Affiliates	3
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION
ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION	3
Legal Opinion and Experts
Indemnification of Officers and Directors
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT	4
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE	4
ITEM 4. DESCRIPTION OF SECURITIES	4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL	4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS	4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED	5
ITEM 8. EXHIBITS	5
ITEM 9. UNDERTAKINGS	6
EXHIBIT INDEX	8

PART 1

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.

(a) GENERAL PLAN INFORMATION

THE COMPANY

USCorp is a Nevada Corporation which has its principal offices at 4535 W. Sahara Ave., Suite 200, Las Vegas, NV 89102, telephone (702) 933-4034.  The securities to be offered hereunder are pursuant to the Company’s 2009 Stock Incentive Plan (the “Plan”).

PURPOSES

Pursuant to the  Plan, the Company will issue (i) Non-Qualified Stock Option (the “Stock Options”) which, when exercised, entitles the holders thereof to purchase shares of the Company’s Class A common stock at a price to be set forth pursuant to the Plan; and (ii) shares of the Company’s Class A common stock, par value $0.01 (the “Common Stock”).  The Plan is being adopted in order to further provide a method whereby the Company’s current employees, officers, directors, consultants and advisors may be granted incentives directly related to their performance and to allow the Company to secure and retain highly qualified employees, officers, directors, consultants and advisors, thereby advancing the interests of the Company, and all of its shareholders. A copy of the Plan has been filed as an exhibit to this Registration Statement.

IMPORTANT TERMS OF THE PLAN

Duration

The Plan was adopted on October 25, 2009, subject to approval by the Company’s stockholders within 12 months after such adoption date.  The Plan provides that, unless the Plan is earlier discontinued by the Board as provided herein, no award pursuant thereto shall be granted on or after December 31, 2019.

Amendments

The Plan may be amended, altered or may be discontinued by the Board of Directors of the Company, provided however, that such amendment or alteration, or in the event that the Plan is discontinues, such action shall not adversely affect the rights of an Eligible Individual to whom an award has previously been granted without such Eligible Individual’s consent.

ERISA

Not applicable.

Administrators

The Plan shall be administered by the Plan Committee consisting of a minimum of two (2) non-employee directors of the Company’s Board of Directors (the “Administrators).  Pursuant to the terms of the Plan, the Administrators are granted sole authority to determine the terms of any grant of Stock Options or Common Stock.

Additional Information

Additional information regarding the plan and its administrators can be obtained by writing to:

The Plan Administrators

USCorp, 4535 W. Sahara Avenue, Suite 200

Las Vegas, Nevada 89102

(702) 933-4030

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(b)  SECURITIES OFFERD

Under the Plan, a maximum of 10,000,000 shares of the Company’s Class A common stock, par value $0.01 may be issued to the Eligible Individuals.

Each share of the Company’s common stock grants the holder thereof 1 vote for every share of common stock then held in all matters brought before the shareholders.

(c)  EMPLOYEES WHO MAY PARTICIPATE

The Plan grants the Administrator authority to grant Stock Options or Common Stock to certain employee, officers, directors, consultants or advisors of the Company or any of its subsidiaries or affiliates.

(d)  PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED.

The terms of the Plan provide that the Administrators shall have sole authority to issue the Stock Options and/or the Common Stock under terms that it deems necessary.  The Plan further provides that the provisions for an award of such Stock Options or Common Stock need not be the same for each Eligible Individual.  However, the Plan provides for the following requirements relating to Stock Options granted under the Plan:

(a) The exercise price per share purchasable under a Stock Option shall be determined by the Administrator. However, the exercise price shall be not less than the Fair Market Value on the date the Stock Option is granted.

(b)  Stock Options shall be exercisable at such time or times, and subject to such terms and conditions, as shall be determined by the Administrator.

(c) Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of shares subject to the Stock Option to be purchased. The exercise price of any Stock Option shall be paid in full in cash (by certified or bank check or such other instrument as the Company may accept) or by one or more of the following:

(1) in shares already owned by the holder of the Stock Option, provided that in the case of restricted shares the holder of the Stock Option shall have owned such shares for more than six (6) months,  based in any such instance on the fair market value of the shares on the date the  Stock Option is exercised;

(2) by irrevocably authorizing a third party to sell shares (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and remit to the Company a portion of the proceeds to pay the entire exercise price resulting from such exercise; or

(3) by any combination of cash and/or any one or more of the methods specified in clauses (1) and (2).

Notwithstanding the foregoing, a form of payment shall not be permitted to the extent it would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. No shares shall be issued upon exercise of a Stock Option until full payment therefore has been made. Upon exercise of a Stock Option (or a portion thereof), the Company shall have a reasonable time to issue the shares, and the holder of the Stock Option shall not be treated as a stockholder for any purposes whatsoever prior to such issuance.

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(e)  RESALE RESTRICTIONS

Upon the grant of the Common Stock or the exercise of the Stock Options, the Recipients will become the record and beneficial owners of the Shares upon issuance and delivery and will be entitled to all of the rights of ownership, and no restrictions will be provided regarding the resale thereof.

(f)  TAX EFFECT OF PLAN PARTICIPATION

Tax Treatment to the Eligible Individuals

With respect to individuals receiving Common Stock, or shares pursuant to the exercise of a Stock Option at an exercise price below the fair market value of the Shares on the date of exercise, the difference between the exercise price and the fair market value of the stock on the date of exercise may be deemed ordinary income for federal income tax purposes. The Eligible Individual granted an award under the Plan is urged to consult his tax advisor on this matter. Further, if any Eligible Individual is an “affiliate,” Section 16(b) of the Exchange Act is applicable and will affect the issue of taxation.

Tax Treatment to the Company

The amount of income recognized by any Eligible Individual granted an award under the Plan (the “Recipient”) in accordance with the foregoing discussion may be an expense deductible by the Company for federal income tax purposes of the taxable year of the Company during which the Recipient recognizes income.

Restrictions of Resales in the Case of Affiliates

In the event that an affiliate of the Company acquires Shares hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act. Further, in the event that any affiliate acquiring Shares hereunder has sold or sells any Shares in the six months preceding or following the receipt of Shares hereunder, any so called “profit,” as computed under Section 16(b) of the Exchange Act, would be required to be disgorged from the Recipient to the Company. Services rendered have been recognized as valid consideration for the “purchase” of Shares in connection with the “profit” computation under Section 16(b) of the exchange Act. The Company has agreed that for the purpose of any “profit” computation under 16(b) the price paid for the Shares issued to affiliates is equal to the value of services rendered. Shares acquired hereunder by persons other than affiliates are not subject to Section 16(b) of the Exchange Act.

(g)  Not Applicable

(h) ASSIGNMENT OF INTEREST

The Plan provides that, except as otherwise provided in the applicable Stock Option agreement, a Stock Option (i) shall be transferable by the Recipient to a Family Member of such Recipient, provided that (A) any such transfer shall be by gift with no consideration and (B) no subsequent transfer of such Stock Option shall be permitted other than by will or the laws of descent and distribution, and (ii) shall not otherwise be transferable except by will or the laws of descent and distribution.

(i)  Not Applicable

(j)  Not Applicable

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

A copy of any document or part hereof incorporated by reference in this Registration Statement but not delivered with this Prospectus or any document required to be delivered pursuant to Rule 428(b) under the Act will be furnished without charge upon written or oral request. Requests should be addressed to:  USCORP, 4535 W. Sahara Ave., Suite 200, Las Vegas, NV 89102, telephone (702) 933-4034.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

Registrant hereby states that (i) all documents set forth in (a) through (c), below, are incorporated by reference in this registration statement, and (ii) all documents subsequently filed by registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

(a) Registrant’s latest Annual Report on Form 10-K for the year ended September 30, 2008, whether filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the Company’s latest prospectus filed pursuant to Rule 424(b) under the Act that contains audited financial statements for the Company’s latest fiscal year for which such statements have been filed, which contains, either directly or by incorporation by reference, audited financial statements for the Company’s latest fiscal year for which such statements have been filed;

(b) Registrant’s Quarterly Reports on Form 10-Q for the periods ended subsequent to September 30 2008 and Current Reports on Form 8-K filed pursuant to Section 13(a) or 15(d) of the Exchange Act;

(c) All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which de-register all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statements. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES

No description of the class of securities (i.e., the $0.01 par value Class A Common Stock) is required under this item because the Shares are registered under Section 12 of the Exchange Act.

Since its inception, the Company has not paid any cash dividend on its Shares and does anticipate that it will pay cash dividends in the foreseeable future. Registrant is registering hereunder 10,000,000 shares of its authorized but unissued common stock which are intended to be issued pursuant to awards made under the Plan. All Shares now outstanding are fully paid for and non-assessable and all Shares that are the subject of this Registration Statement, when issued, will also be fully paid and non-assessable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s by-laws, in accordance with the Nevada Revised Statutes, provide that to the extent he/she is otherwise fairly and reasonably entitled thereto, the Company shall indemnify a Director or Officer, a former Director or Officer, or a person who acts or acted at the Company’s request as a Director or Officer of a body corporate of which the Corporation is or was a shareholder or creditor or a person who undertakes or has undertaken any liability on behalf of the Company or any such body corporate and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a Director or Officer of the Company or such body corporate, if

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 (a) he acted honestly and in good faith with a view to the best interests of the Company; and

 (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The Nevada Revised Statutes provide that directors shall not be personally liable to the Company or its shareholders for monetary damages for breach of a fiduciary duty as a director except for liability  (i) for any breach of the directors’ duty of loyalty to the Company or its shareholders,  (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) for authorizing a distribution that is unlawful, or (iv) for any transaction from which the director derived an improper personal benefit. Such provision protects directors against personal liability for monetary damages for breaches of their duty of care.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of registrant pursuant to the foregoing provisions, or otherwise, registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by registrant of expenses incurred or paid by a director, officer or controlling person of registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such  indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Company may purchase and maintain insurance for the benefit of its Directors and Officers as such, as the Board of directors may from time to time determine. However, as of the date hereof, no such insurance has been purchased by the Company.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.    EXHIBITS

         (a) The following exhibits are filed as part of this Registration Statement on Form S-8 pursuant to Item 601 of Regulation S-B and are specifically incorporated herein by this reference:

EXHIBIT
NUMBER	TITLE
5.	Opinion of Gersten Savage LLP regarding the legality of the securities registered.
10.	USCorp. 2009 Stock Incentive Plan.
23.1	Consent of Gersten Savage LLP( included in Exhibit 5)
23.2	Consent of Donahue Associates, LLC.

Powers of Attorney from the members of the Board of Directors of the Registrant (contained on the signature page).

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ITEM 9.    UNDERTAKINGS

         Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) include any prospectus required by Section 10(a)(3) of the Act;

(ii) reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high amounts of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 124(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, paragraphs (i) and (ii) shall not apply if the information required being included in a post-effective amendment by those paragraphs is incorporated by reference from periodic reports filed by the Registrant small business issuer under the Exchange Act.

(2)     That, for the purpose of determining any liability under the Act, each post-effective amendment to the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)     To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information is required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant’s annual report pursuant to Section 13(a) of the Securities Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such Securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Palm Springs, CA the 29th day of October, 2009.

USCORP
(Registrant)
By:	/s/ Robert Dultz
Robert Dultz
Chief Executive Officer, President and
Acting Chief Financial officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby appoints Robert Dultz or Larry Dietz as attorney-in-fact with full power of substitution to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all post-effective amendments to the Registration Statement.

Pursuant to the requirements of the 1933 Act, this registration statement or amendment has been signed by the following persons in the capacities and on the dates indicated:

Signatures	Title	Date
/s/ Robert Dultz	Chairman, Chief Executive Officer,	October 29, 2009
Robert Dultz	Acting Chief Financial Officer
/s/ Larry Dietz	President, Secretary,	October 29, 2009
Larry Dietz	Treasurer and Director
/s/ Carl O’Baugh	Director	October 29, 2009
Carl O’Baugh
/s/ Judith Ahrens	Director	October 29, 2009
Judith Ahrens

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FORM S-8 REGISTRATION STATEMENT

EXHIBIT INDEX

The following Exhibits are filed as part of this registration statement pursuant to Item 601 of Regulation S-K and are specifically incorporated herein by this reference:

Exhibit Number
In Registration
Statement	Description
5.1	Opinion of Gersten Savage LLP
23.1	Consent of Gersten Savage LLP ( included in Exhibit 5.1)
23.2	Consent of Donahue Associates, LLC
99.1	2009 Stock Incentive Plan

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EX-5.2

EX-5 2 OPINION OF GERSTEN SAVAGE LLP

GERSTEN SAVAGE LLP 600 Lexington Avenue New York, NY 10022-6018 T: 212-752-9700 F-212-980-5192 INFO@GSKNY.COM WWW.GSKNY.COM

October 29, 2009

Robert Dultz, Chief Executive Officer

USCORP

4535 W. Sahara Ave., Suite 200

Las Vegas, NV 89102

         Re:  Legal Opinion for S-8 Registration Statement

Dear Mr. Dultz:

At your request, we have examined the form of Registration Statement which USCORP (the “Company”) is filing with the Securities and Exchange Commission, on Form S-8 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of 10,000,000 shares of your Common Stock (the “Stock”) issuable pursuant to satisfaction of conditions set forth in the 2009 Stock Incentive Plan of the Company (the “Stock Incentive Plan”).

In rendering the following opinion, we have examined and relied only upon the documents and certificates of officers and directors of the Company as are specifically described below. In our examination, we have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. Our examination was limited to the following documents and no others:

1. Certificate of Incorporation of the Company, as amended to date;

2. Bylaws of the Company, as amended to date;

3. Resolutions adopted by the Board of Directors of the Company authorizing entry into a 2009 Stock Incentive Plan; and

4. Such other documents and matters as we deemed necessary

We have not undertaken, nor do we intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of such documents and records. Based upon the foregoing, it is our opinion that the Stock to be issued under the Stock Incentive Plan, subject to effectiveness of the Registration Statement and compliance with applicable laws, and pursuant to the Stock Incentive Plan as contemplated, when issued, will be duly and validly authorized, fully paid and non-assessable..

We express no opinion as to compliance with the securities or “blue sky” laws of any state in which the Stock is delivered pursuant to the USCorp Stock Incentive Plan or is proposed to be offered and sold or as to the effect, if any, which non-compliance with such laws might have on the validity of the issuance of the Stock.

We consent to the filing of this Opinion as an exhibit to any filing made with the Securities and Exchange Commission or under any state or other jurisdiction’s securities act for the purposes of registering, qualifying or establishing eligibility for an exemption from registration or qualification of the stock issued as described in the Registration Statement in connection with the offering described therein. Other than as provided in the preceding sentence, this opinion (i) is addressed solely to you, (ii) may not be relied upon by any other party, (iii) covers only matters of federal law and nothing in this opinion shall be deemed to imply any opinion related to the laws of any other jurisdiction, (iv) may not be quoted or reproduced or delivered by you to any other person, and (v) may not be relied upon for any other purpose whatsoever. Nothing in this opinion shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above.

By rendering this opinion and consent, we do not admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in Section 11 of the Securities Act of 1993, as amended, or the Rules and Regulations of the Securities and Exchange Commission promulgated there under.

The information set forth herein is as of the date of this letter. We disclaim any undertaking to advise you of changes which may be brought to our attention after the effective date of the Registration Statement.

Very truly yours,

/s/Gersten Savage LLP

Gersten Savage LLP

EX-23.2

EX-23.2  CONSENT OF DONAHUE ASSOCIATES, LLC

CONSENT OF INDEPENDENT AUDITORS

As independent certified public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our Report dated June 20, 2009 of USCorp’s Form 10-K/A for the fiscal year ended September 30, 2008, and to all references to our firm included in this Registration Statement.

Sincerely,

/s/Donahue Associates LLC

Donahue Associates, LLC

Monmouth Beach, NJ

October 28, 2009

EX-99.1

EXHIBIT 10

USCORP

2009 Stock Incentive Plan

1.  ESTABLISHMENT AND PURPOSE.

The USCORP 2009 Stock Incentive Plan, (the “Plan”) is established by USCORP, a Nevada corporation (the “Company”) to further attract and retain persons eligible to participate in the Plan; motivate Participants to achieve long-term Company goals; and further align Participants’ interests with those of the Company’s other stockholders. The Plan is adopted as of October 26, 2009, subject to approval by the Company’s stockholders within 12 months after such adoption date. Unless the Plan is earlier discontinued by the Board as provided herein, no Award shall be granted hereunder on or after December 31, 2019. Certain terms used herein are defined as set forth in Section 8.

2.  ADMINISTRATION; ELIGIBILITY.

The Plan shall be administered by the Plan Committee that shall be established by the Board, which shall appoint and remove members of the Plan Committee (herein sometimes referred to as the “Administrator”) in its discretion subject only to the requirements set forth herein. The Plan Committee shall include a minimum of two non-employee directors of the Board as defined in Rule 16b-3 (or any successor rule) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Exchange Act. The Plan Committee shall determine the meaning and application of the provisions of the Plan and shall establish such rules and regulations as it deems necessary for the proper administration of the Plan. Awards may be granted as alternatives to, in exchange or substitution for, or replacement of, awards outstanding under any other plan or arrangement of the Company or a Subsidiary. The provisions of Awards need not be the same with respect to each Participant. The Plan Committee’s decisions shall be conclusive and binding upon all interested persons. Subject to the provisions of the Plan, the Plan Committee shall have the sole authority to determine:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted;

(b) to determine whether and to what extent (i.e. the number of Stock Options (“Options”) or shares of the Company’s Class A Common Stock (“Shares”)) Options, Shares or any combination thereof are to be granted hereunder;

(c) to approve forms of agreement for use under the Plan;

(d) to determine the terms and conditions of any Award granted hereunder (including, but not limited to, the option price, any vesting restriction or limitation, any vesting acceleration or forfeiture waiver and any right of repurchase or other transfer restriction regarding any Award, based on such factors or criteria as the Administrator shall determine);

(e) to determine the Fair Market Value; and

(f) to determine the type and amount of consideration to be received by the Company for any Award.

No member of the Administrator, and no officer of the Company, shall be liable for any action taken or omitted to be taken by such individual or by any other member of the Administrator or officer of the Company in connection with the performance of duties under this Plan, except for such individual’s own willful misconduct or as expressly provided by law

3. STOCK SUBJECT TO PLAN.

Subject to adjustment as provided in this Section 3, the aggregate number of shares of Stock that may be delivered under the Plan shall not exceed 10,000,000 shares. The number of Shares set aside and deliverable pursuant to this Plan shall be subject to adjustments as follows:

(a) As of January 1 of each year, commencing with the year 2010, the maximum number of Shares which may be delivered under the Plan shall automatically increase by a number equal to the lesser of (i) 1% of the total number of Shares then outstanding, assuming for this purpose the conversion into Shares of all then outstanding securities that are convertible by their terms (directly or indirectly) into Shares, or (ii) 1,000,000 shares.

(b) In case the Company shall (i) pay a dividend on its Common Stock in Shares or securities convertible into, exchangeable for or otherwise entitling a holder thereof to receive Shares, or (ii) subdivide its outstanding Shares into a greater number of Shares, the number of Shares deliverable pursuant to this Plan immediately prior thereto shall be adjusted so that the number of Shares available for issuance immediately after the happening of either such event shall be the number determined by the fraction, the numerator of which shall be the number of Shares authorized pursuant to the Plan, but undelivered, immediately prior to such event, and the denominator of which shall be the total number of Shares of the Company issued and outstanding immediately prior to such event, multiplied by the total number of Shares immediately after the occurrence of such event.

Except as otherwise expressly provided herein, in the event of any Company combination, recapitalization or other change in its capital structure (including, but not limited to, a split-up, spin-off, split-off or distribution to Company stockholders other than a normal cash dividend), sale by the Company of all or substantially all of its assets, reorganization, partial or complete liquidation, or other event involving the Company and having an effect similar to any of the foregoing, the Administrator may make such substitution or adjustments in the (A) number and kind of Shares that may be delivered under the Plan, (B) number and kind of Shares subject to outstanding  Awards, (C) exercise price of Options and (D) other characteristics or terms of the Awards as it may determine appropriate  in its sole discretion to equitably reflect such corporate transaction, Share offering or other  event; provided, however, that the number of Shares subject to any Award shall always be a whole number.

4.  STOCK OPTIONS.

Options may be granted alone or in addition to other Awards granted under the Plan and shall be Non-Qualified Stock Options. Any Option granted under the Plan shall be in such form as the Administrator may from time to time approve. Options may be granted to officers, directors, employees and eligible consultants and advisors of the Company and its subsidiaries. Options shall be evidenced by option agreements, each in a form approved by the Administrator. The grant of an Option shall occur as of the date the Administrator determines. Options granted hereunder shall be subject to the following terms and conditions:

(a) Exercise Price. The exercise price per Share purchasable under an Option shall be determined by the Administrator. However, the Share exercise price shall be not less than the Fair Market Value on the date the Option is granted.

(b) Option Term. The Administrator shall fix the term of each Option.

(c) Exercisability. Options shall be exercisable at such time or times, and subject to such terms and conditions, as shall be determined by the Administrator.

(d) Method of Exercise. Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of Shares subject to the Option to be purchased. The exercise price of any Option shall be paid in full in cash (by certified or bank check or such other instrument as the Company may accept) or by one or more of the following:

(1) in Shares already owned by the Optionee, provided that in the case of restricted Shares the Optionee shall have owned such Shares for more than six (6) months,  based in any such instance on the Fair Market Value of the Shares on the date the  Option is exercised;

(2) by irrevocably authorizing a third party to sell Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option and remit to the Company a portion of the proceeds to pay the entire exercise price resulting from such exercise; or

(3) by any combination of cash and/or any one or more of the methods specified in clauses (1) and (2).

Notwithstanding the foregoing, a form of payment shall not be permitted to the extent it would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. No Shares shall be issued upon exercise of an Option until full payment therefore has been made. Upon exercise of an Option (or a portion thereof), the Company shall have a reasonable time to issue the Shares, and the Optionee shall not be treated as a stockholder for any purposes whatsoever prior to such issuance.

(e) Transferability of Options. Except as otherwise provided in the applicable Option agreement, an Option (i) shall be transferable by the Optionee to a Family Member of the Optionee, provided that (A) any such transfer shall be by gift with no consideration and (B) no subsequent transfer of such Option shall be permitted other than by will or the laws of descent and distribution, and (ii) shall not otherwise be transferable except by will or the laws of descent and distribution. Notwithstanding the foregoing, references herein to the termination of an Optionee’s employment or provision of services shall mean the termination of employment or provision of services of the person to whom the Option was originally granted. Except as specifically provided in this Agreement, all terms and conditions of an Option shall be governed by the Option Agreement.

(f) Termination by Death. Unless otherwise provided in the applicable Option agreement, if an Optionee’s employment or provision of services terminates by reason of death, any Option held by such Optionee may thereafter be exercised, to the extent then exercisable, or on such accelerated basis as the Administrator may determine, for a period of one year from the date of such death or until the expiration of the stated term of such Option, whichever period is shorter.

(g) Termination by Reason of Disability. Unless otherwise provided in the applicable Option agreement, if an Optionee’s employment or provision of services terminates by reason of Disability, any Option held by such Optionee may thereafter be exercised by the Optionee, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Administrator may determine, for a period of three years from the date of such termination of employment or provision of services or until the expiration of the stated term of such Option, whichever period is shorter.

(h) Termination by Reason of Retirement. Unless otherwise provided in the applicable Option agreement, if an Optionee’s employment or provision of services terminates by reason of Retirement, any Stock Option held by such Optionee may thereafter be exercised by the Optionee, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Administrator may determine, for a period of three years from the date of such termination of employment or provision of services or until the expiration of the stated term of such Stock Option, whichever period is shorter.

(i) Other Termination. Unless otherwise provided in the applicable Option agreement, if an Optionee’s employment or provision of services terminates for any reason other than death, disability or retirement, any Option held by such Optionee shall thereupon terminate thirty (30) days thereafter; provided, however, that, if such termination of employment or provision of services is involuntary on the part of the Optionee and without Cause, such Option, to the extent then exercisable, or on such accelerated basis as the Administrator may determine, may be exercised for the lesser of ninety (90) days from the date of such termination of employment or provision of services or the remainder of such Option’s term.

(j) Conversion of Existing Options. Upon certification by the Administrator, outstanding options of the Company issued to persons eligible to be a recipient under the Plan shall be deemed to be Options under the Plan which shall provide that the Options shall have been and shall be deemed to be issued as of the dates of issuance or grant of the specific outstanding option  but otherwise shall be subject to all the terms and conditions of this Plan.

5.  STOCK AWARDS OTHER THAN OPTIONS.

Share Awards may be directly issued under the Plan (without any intervening options), subject to such terms, conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations as the Administrator shall determine. Share Awards may be issued which are fully and immediately vested upon issuance or which vest in one or more installments over the Participant’s period of employment or other service to the Company or upon the attainment of specified performance objectives, or the Company may issue Share Awards which entitle the Participant to receive a specified number of vested Shares upon the attainment of one or more performance goals or service requirements established by the Administrator. The Administrator may require that any such certificates be held by the Company until all restrictions thereon shall have lapsed. A Share Award may be issued in exchange for any consideration which the Administrator may deem appropriate in each individual instance, including, without limitation: (i) cash or cash equivalents; (ii) past services rendered to the Company or any Affiliate; or (iii) future services to be rendered to the Company or any Affiliate.

6.  CHANGE IN CONTROL PROVISIONS.

(a)   Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control:

(1) Any Stock Options outstanding as of the date such Change in Control is determined to have occurred and not then exercisable and vested shall become fully exercisable and vested to the full extent of the original grant;

(2) The restrictions applicable to any outstanding Share Award shall lapse, and the Shares relating to such Award shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant; and

(3) Outstanding Awards shall be subject to any agreement of merger or reorganization that effects such Change in Control, which agreement shall provide for: (A) The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation; (B) The assumption of the outstanding awards by the surviving corporation or its parent or subsidiary; (C) The substitution by the surviving corporation or its parent or subsidiary of equivalent awards for the outstanding Awards; or (D) Settlement of each Share subject to an outstanding Award for the Change in Control Price (less, to the extent applicable, the per share exercise price).

(b)   Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following events:

(1) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); or

(2) Within any period of 12 consecutive months, a change in the composition of the Board such that the individuals who, immediately prior to such period, constituted the Board cease for any reason to constitute at least a majority of the Board; or

(3) The approval by the stockholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company; or

(4) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, other than to a corporation pursuant to a transaction which would comply with clauses (1), (2) and (3) of this Section.

7.  MISCELLANEOUS.

(a) Amendment. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would adversely affect the rights of a Participant under an Award previously granted without the Participant’s consent. No amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by law, agreement or the rules of any stock exchange or market on which the Stock is listed.

(b) Unfunded Status of Plan. It is intended that this Plan be an “unfunded” plan for incentive and deferred compensation.

(c) General Provisions.

1. The Administrator may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. Certificates for Shares delivered under the Plan may be subject to such stock transfer orders and such other restrictions as the Administrator may deem advisable under the rules, regulations or other requirements of the Commission, any stock exchange upon which the Shares are then listed, and any applicable state or federal securities law. In addition, if, at any time specified herein (or in any Option Agreement or otherwise) for (a) the granting of any Option, or the making of any determination, (b) the issuance or other distribution of Shares, or (c) the payment of amounts to or through a Recipient with respect to any Option, any law, rule, regulation or other requirement of any governmental authority or agency shall require either the Company, any Subsidiary or any Recipient (or any estate, designated beneficiary or other legal representative thereof) to take any action in connection with any such determination, any such Shares to be issued or distributed, any such payment, or the making of any such determination, as the case may be, shall be deferred until such required action is taken. With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the Exchange Act.

2. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting other or additional compensation arrangements for its employees.

3. The adoption of the Plan shall not confer upon any employee, director, consultant or advisor any right to continued employment, directorship or service, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment or service of any employee, consultant or advisor at any time.

4. Unless the Administrator permits otherwise, Participant shall pay the Company in cash, promptly when the amount of such obligations becomes determinable (the “Tax Date”), all applicable local, state and federal taxes required by law to be withheld with respect to (i) the exercise of any Option or (ii) the, issuance of Shares, or the transfer or other disposition of Shares acquired upon exercise of any Option. To the extent authorized by the Administrator in its absolute discretion, a Participant may make an election to (x) deliver to the Company an interest-bearing, full recourse promissory note of the Recipient, (y) have Shares or other securities of the Company withheld by the Company, or (z) tender Shares to the Company to pay the amount of tax that the Plan Committee in its absolute discretion determines to be required to be withheld by the Company, subject to the following limitations: (i) such election shall be irrevocable; and (ii) such election shall be subject to the approval of the Plan Committee. Any Shares so withheld or tendered shall be valued by the Company at their Fair Market Value on the Tax Date.

(a) The Administrator shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant’s death are to be paid. (vi) Any amounts owed to the Company or an Affiliate by the Participant of whatever nature may be offset by the Company from the value of any shares of Common Stock, cash or other thing of value under this Plan or an Agreement to be transferred to the Participant, and no shares of Common Stock, cash or other thing of value under this Plan or an Agreement shall be transferred unless and until all disputes between the Company and the Participant have been fully and finally resolved and the Participant has waived all claims to such against the Company or an Affiliate.

(b) The headings contained in this Plan are for reference purposes only and shall not affect the meaning or interpretation of this Plan.

(c) If any provision of this Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not effect any other provision hereby, and this Plan shall be construed as if such invalid or unenforceable provision were omitted.

(d) This Plan shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon a Participant, and all rights granted to the Company hereunder, shall be binding upon the Participant’s heirs, legal representatives and successors.

(e) This Plan and each agreement granting an Award constitute the entire agreement with respect to the subject matter hereof and thereof, provided that in the event of any inconsistency between this Plan and such agreement, the terms and conditions of the Plan shall control.

(f) This Plan, and all Awards, agreements and actions hereunder, shall be governed by, and construed in accordance with, the laws of the state of Nevada (other than its law respecting choice of law).

8.  DEFINITIONS

For purposes of this Plan, the following terms are defined as set forth below:

(a) “Affiliate,” means a corporation or other entity controlled by the Company and designated by the Administrator as such.

(b) “Award” means a Stock Option or Stock Award.

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” means (i) the conviction of the Participant for committing a felony involving moral turpitude under Federal law or the law of the state in which such action occurred, (ii) gross neglect or willful misconduct in the course of fulfilling the Participant’s duties as an employee or director of, or consultant or advisor to, the Company which results in serious economic harm. Notwithstanding the foregoing, if the Participant and the Company or the Affiliate have entered into an employment or services agreement which defines the term “Cause” (or a similar term), such definition shall govern for purposes of determining whether such Participant has been terminated for Cause for purposes of this Plan.

(e) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(f) “Commission” means the Securities and Exchange Commission or any successor agency.

(g) “Committee” means a committee of Directors appointed by the Board to administer this Plan.

(h) “Company” means USCorp, a Nevada corporation.

(i) “Director” means a member of the Company’s Board of Directors.

(j) “Disability” means disability as defined in the Participant’s then effective employment agreement, or if Participant is not then a party to an effective employment agreement with the Company which defines disability, “disability” means disability as determined by the Plan Committee in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence hereof, at any time that the Company does not maintain a long-term disability plan, “disability” shall mean any physical or mental disability that is determined to be total and permanent by a physician selected in good faith by the Company.

(k) “Effective Date” means October 26,  2009.

(l) “Eligible Individual” means any officer, employee, employee director, or outside director of the Company or a Subsidiary or Affiliate, or any consultant or advisor providing services to the Company or a Subsidiary or Affiliate.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(n) “Fair Market Value” means, as of any given date, the closing sales price, or “last sale” price of the Shares on the Over-the-Counter Bulletin Board (or the principal stock exchange or market on which the Shares are then traded) on the date as of which such value is being determined or the last previous day on which a sale was reported.

(o) “Grant Date” means the date of grant of any Option.

(p) “Non-Employee Director” means a Director who is not an officer or employee of the Company.

(q) “Optionee” means a person who holds a Stock Option.

(r) “Option Agreement” means the written option agreement covering an option as further defined in the Plan.

(s) “Participant” means a person granted an Award.

(t) “Retirement” means the voluntary retirement by the Participant from active employment with the Company on or after the attainment of normal retirement age under the Company-sponsored pension or retirement plans, or any other age with the consent of the Board.

(u) “Stock Award” means an Award, other than a Stock Option, made in Shares or denominated in Shares.

(v) “Stock Option” means any option to purchase Shares granted pursuant to this Plan which is not an “incentive stock option” within the meaning of Section 422 of the Code.

(w) “Vesting Date” means the date on which an Award becomes wholly or partially exercisable.

CERTIFICATE OF ADOPTION OF

2009 Stock Incentive Plan

USCORP

The undersigned here by certifies that he is the duly elected Secretary of USCORP, a Nevada corporation, and that the foregoing 2009 Stock Incentive Plan, comprising 17 pages, was adopted by the corporation on October 26, 2009, by the Board of Directors of the Corporation.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed the seal of the corporation, this 27th day of October 2009.

/s/ Spencer Eubank

Spencer Eubank, Secretary-Treasurer