ITEM 1. DESCRIPTION OF BUSINESS
BACKGROUND
USCorp (hereafter, the “Company”, “we” and “our” refer to USCorp) was formed in May 1989 in the state of Nevada as The Movie Greats Network, Inc. In August 1992, the Company changed its name to The Program Entertainment Group, Inc. In August 1997, the Company changed its name to Santa Maria Resources, Inc. In September 2000, the Company changed its name to Fantasticon, Inc. and in January 2002 the Company changed its name to USCorp.
In April 2002, the Company acquired USMetals, Inc. (“USMetals”), a Nevada corporation, and holder of 141 unpatented lode mining claims by issuing 24,200,000 shares of Company Common Stock in exchange for all of the then issued and outstanding shares of USMetals. USMetals became a wholly owned subsidiary of the Company. Since being acquired by USCorp USMetals has added 33 lode and placer claims for a total of 174 claims that we refer to as the Twin Peaks Project.
Southwest Resource Development, Inc. (“Southwest”) was formed and organized under the laws of the State of Nevada on April 3, 2004 as a wholly owned subsidiary of USCorp. On or about May 29, 2004, Southwest acquired 8 lode and 21 placer mining claims (the “Mining Claims”) in Imperial County, California. Since being acquired by USCorp Southwest has added 206 lode and placer claims for a total of 235 claims that we refer to as the Picacho Salton Project.
Both USMetals and Southwest have acquired additional mining claims and USCorp has performed significant exploration work, including the completion of feasibility studies, environmental, ecological and biological reports and performed drilling as described more fully below (See “USMETALS - Summary of Organization and Business” and “SOUTHWEST RESOURCE DEVELOPMENT, INC. - Summary of Organization and Business”).
OVERVIEW
USCorp is an “exploration stage” company. All of the Company’s mining claims are held in the names of its wholly owned subsidiaries, USMetals, Inc. (“USMetals”) and Southwest Resource Development, Inc. (“Southwest”). The Company’s operations center on completing exploration and beginning development of USMetals’ mining property known as the Twin Peaks Project, and Southwest’s mining properties which the Company refers to as the Picacho Salton Project. The Company has realized no revenues from operations to date.
The Company, through its wholly-owned subsidiary, USMetals, owns 177 mining claims in the Eureka Mining District of Yavapai County, Arizona, called the Twin Peaks Project; and through its wholly-owned subsidiary, Southwest, owns a total of 235 mining claims in the Mesquite Mining District of Imperial County, California, called the Picacho Salton Project.
A. RECENT DEVELOPMENTS.
We have included in this discussion of Recent Developments quotes from recent press releases, without providing updating or clarifying statements within the quotations. Additional information, including updates and clarifications, if any, follow in subsequent paragraphs and in other sections of this Report.
On September 30, 2008 We announced in a press release a new $2.16 million financing agreement in the form of a convertible debenture note with a private European fund in the amount of $1.2 million with 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 would have provided an additional $960,000 in financing during the Company’s fiscal year 2009, for a total of $2.16 million. The convertible debenture has 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 tranche of $200,000 was received in October, 2008, and the third tranche of $200,000 was due before the end of calendar 2008, with the remaining tranche of $600,000 due 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.
As of October 2008 USCorp had received $400,000 of the $1.2 million, and issued convertible debentures as discussed in the notes to our financial statement in this report. We used the $400,000, in addition to money we had previously received, to pay for completion of Phase 2 and Phase 2a of our drilling program at our Twin Peaks Project site in Arizona, and to finance operations of the company through June 2009. Since June 2009 Company operations have been financed in part by sales of equity, as reported in the notes to our financial statement in this report, and by members of Management who have loaned money and labor. Management is involved in discussions with other financing sources as discussed below.
The agreement to provide up to $2.16 million to finance fiscal 2009 operations was not kept. Since September 2008 and through the date of this report we have been in discussions with the parties to the $2.16 million financing agreement, the holder of the convertible debenture notes. USCorp was promised on several occasions that the additional funds would be provided in fulfillment of the agreement, however USCorp has not receive any additional money from the European fund as of the date of filing this report with the SEC.
The European fund breeched their agreement to provide funding and have thereby done irreparable damage to USCorp. Because of the long-term and ongoing relationship of USCorp with the European fund, we are continuing to dialogue with them regarding providing USCorp with the funds they committed to and additional financing going forward.
In October, 2008 we reported additional preliminary results of the Phase One drilling program on our Arizona Twin Peaks gold property. It was apparent from looking at the NITON pXRF data from the soil and reverse circulation cuttings materials that the anomalous silver, iron, manganese, copper, lead and zinc values are directly associated with distinct structures that are quite high grade in silver (greater than 10 ounces silver per ton…) [with] extensive areas … that are greater than 3.0 ounces silver per ton but less than 10 ounces silver per ton within the Volcanic Breccia unit…are also of interest. Anomalous Uranium values in excess of 10 ppm…also seem to mirror this pattern.
Also in October, 2008 we announced updates to the gold and silver mineralization at Twin Peaks gold property. Geological Support Services submitted the following description to USCorp: “The Quartz dike of the Hayes Extension is a high angled, East West trending quartz vein of varying thickness (2-10 meters) and high metal values, especially silver. It is exposed at the surface for nearly a half mile. The westernmost exposure is terminated at the site of the old Hayes mine shaft where sampling of the hanging wall has yielded 2700 ppm silver (2700 gm/ton, or 74 ounces/ton silver). No further exposure or continuation has been found to the West. Using new satellite imaging the Hayes fault is seen to extend for a considerable distance in both directions although there is no surface outcrop of the vein. The west lateral displacement of nearly 100 meters is very evident. Using these satellite photos and GPS triangulation a series of drill targets were established to determine if the ore body continued with the fault and if it could be located beneath the alluviums. An angle hole, DHRC 6, was drilled across the believed structure. It entered a quartz structure at 35 feet depth and exited into parent granite between 50 and 55 feet. Tests with the NITON pXRF onsite gave preliminary results of up to 22.5 ppm gold (22.5 gm/ton, or 2/3 oz /ton gold). A second drill hole was then plotted on a vertical to intersect the area of high values. Hole DHRC 7 was drilled at this location. It intersected the quartz vein after 35 feet of alluviums and continued in it to 99 feet, the total depth of hole, with values ranging from 13 gm/ton to 70 gm/ton (approximately 1/3 ounce/ton to just over 2 ounces/ton gold) readings from samples using the NITON pXRF. It is important to note that the NITON pXRF will not measure below .10 ounces/ton gold. What this has done is establish the existence of the quartz dike 1/4 mile farther west than its last known extension. With infill drilling there should be an increase in the resource base commensurate with that extra 1/4 mile. Further drilling to the west in the hopes of proving the trend out to 1 mile is recommended. However, this would be a future program as roads will need to be built in the target area. The goal of the Phase Two drilling program is to prove the eastward extension of the dike.”
During October 2008, we reported adding 10 claims at our Arizona Twin Peaks gold property that filled in the “holes” in the otherwise contiguous Twin Peaks claims group in the northeast Crosby section and added additional claims on the northwest border of the Hayes section of the property. We added these claims in order to consolidate our land position. And we announced that Phase Two drilling was scheduled to begin on our Arizona Twin Peaks gold property. As part of the reverse circulation drilling program, the Swiss Bell and Crosby areas were drilled in order to prove the continuation of known mineralized trends.
In November 2008, we published an open letter to shareholders as follows: Dear Shareholders:
I am pleased to write you about our business success over the past two months - during one of the most difficult economic periods since the Great Depression. Many of you have told me of your concern as share prices for all companies show declines of 50, 60 and even 70 percent from their highs. I want to assure you that although our share price does not reflect it, USCorp’s business has never been more exciting and our potential for significant returns is strong.
Briefly, I’d like to highlight some of the accomplishments we have achieved in the last three months and outline just a bit of our plan for telling the world about this in the future. Although market conditions continue to deteriorate, it remains our belief that when we are able to prove up enough resources that report assays have always maintained are there - in both Arizona and California - our share price will reflect that accordingly. Furthermore, even though commodity prices continue to decline in this environment, it has always been our belief that unless gold declines to less than $600.00 an ounce, we are still one of the most significantly undervalued junior resource companies.
Since September 1, we have achieved the following:
• Completed Phase I drilling at Twin Peaks
• Phase II drilling completed at Twin Peaks
• Added claims to the Twin Peaks property. Added claims to the Salton Picacho property.
• Reported preliminary results from Phase I drilling that were very promising.
• Completed a new $2.16 million financing commitment - and this was done in the midst of the credit crisis, providing us with the funding needed to continue our efforts both in Arizona and at our Picacho Salton property in California.
These accomplishments are in line with what we told investors we intended to do this year. We continue to systematically carry out our strategy with our eye on the goal. And, as a result, we are attracting interest from larger potential partners.
It appears to be a very difficult environment for the stock market in the foreseeable future. In fact, blue chip companies today are learning what it has been like for those of us in the microcap and junior mining space.
I believe that all of our efforts will be rewarded in the future. Our stock price certainly does not reflect the potential for the company. Although many of you believe that we should “hype” our activities as so many resource companies do, to drive up the price of the stock, I am a firm believer that while getting the word out is good, it is even better to get the word out when we have the most solid, strong story possible. And in this environment it is more important than ever before To take that conservative route. Throughout history, companies that have solid businesses and real assets do find that their share prices will eventually reflect that value. It is my belief that in 2009 this will occur for your company. I remain committed, as I have been for many years, to the success of USCorp. I would like to thank you for your continued commitment as well and look forward to what I believe will be a significant 2009 for USCorp.
Sincerely,
Robert Dultz
USCorp Chairman & CEO
In March 2009, we reported that we had begun receiving provisional assay results from our Phase 1 and 2 drilling at the Twin Peaks property in Yavapai County, Arizona. These provisional reports were not certified assays, and the full geochemistry had not been returned yet. The results will be plotted and future exploration and drill targets are being considered. When certified results are obtained and analyzed they will be released to investors and the public. USCorp drilled 41 holes for a total of 5,000 feet, at its Twin Peaks property in the Fall of 2008.
In May 2009 we published the first drilling results from Twin Peaks Property which confirmed the presence of gold, silver and uranium on the property. This was not new information for us. The presence of gold, silver and uranium on the property had been previously discovered during prior drilling programs and historical mining activities. The conclusion of the geologist’s report indicated that, mineralization of the property is present and the nature and extent of the geological structures carrying mineralization was confirmed in the recent drilling program.
In June 2009, we announced the addition of a Video of Phase 1 and 2 Drilling Program at Twin Peaks Gold Project that was available for viewing by the public on the Company’s website http://uscorpnv.com. We thought our investors and other interested people would enjoy having an opportunity to view for themselves how the drilling was carried out at our Twin Peaks property.
Also in June 2009 we announced the findings of the Surface Geochemical Survey conducted in July 2008 by Geological Support Services. The survey provided the basis for the company’s fall 2008 drilling program at the Twin Peaks Property in Arizona. The results of the survey indicated a large surface exposure of enrichment in high levels of both gold and silver was evident following testing with the Niton pXRF, a hand-held tool used by geologists to X-ray materials to determine if there is evidence of specific mineralization.
“Although it is difficult to draw conclusions simply from the Niton device indications, this development is exciting when coupled with our Phase 1, Phase 2a and 2b drilling results: We believe there are significant deposits of gold and silver in a much larger area than previously known,” said Robert Dultz, Chairman and CEO of USCorp. “Material grade at depth will be determined by our Phase 3 drilling program that we expect to initiate shortly.” Mr. Dultz added that findings of the Niton suggest that the mineralization of the property is controlled by the numerous cross cutting fault structures found there.
At the end of June 2009, we issued an updated discussion of our recently reported results from drilling at the Twin Peaks Project in Arizona, noting that the Quartz Dike, that hosted the Hayes mine many years ago, does indeed continue far beyond its previously known limits as was suggested by satellite photography, and that as a result, the company’s gold resource numbers will increase after this data is combined with assays from the planned Phase 3 drilling program at the Twin Peaks Project. The “Quartz Dike” does indeed continue beneath the alluviums. On the west end it has been intersected nearly a quarter mile beyond its previously known limits. And to the east it has been found beneath the blanketing alluviums over 1000 feet farther than previously mapped.
During July 2009 we reported the addition of 13 lode claims and 8 placer claims to the Twin Peaks Project property in Yavapai County, Arizona, U.S.A. The filing of these 21 additional claims brings the total number of claims USCorp has at the property to 172 claims covering 3,440 acres, or 5.375 square miles (about 14 square kilometers). The 13 lode claims, filed in Section 10 of Township 13 north; range 8 west, were filed to consolidate the land position the company has as well as to cover road access into the property. We also announced the selection of Boart Longyear (“Boart”) to carry out the final Phase 3 drilling program at its Twin Peaks project in Yavapai County, Ariz. Boart is the world’s leading integrated drilling services provider and products manufacturer for the minerals industry, with a substantial presence in the environmental and energy industry, and in the infrastructure and energy industry. And we announced choosing Harris Drilling Company (“Harris”) to conduct Phases 1, 2 and 3 of the planned 15,000 foot drilling program at its Picacho Salton project in Imperial County, California, U.S.A. Harris was founded in 1956 and provides drilling and related services to the mineral exploration industry in the Western U.S. and internationally. Harris has worked for many of the top mining and exploration companies in the world and has completed numerous projects in Arizona, Nevada, California, New Mexico, Idaho, Montana, Utah, Wyoming and Oregon. We also released a letter updating the shareholders in interested members of the public on the accomplishments of the Company and our updated website. http://www.uscorpnv.com, including:
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Corporate Summary Information
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Management’s Summaries of the GeoChemical Survey report and the Twin Peaks Phase 1 and Phase 2 Drilling Report
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Video of the Twin Peaks Project Phase 1 and Phase 2 Reverse Circulation Drilling Program
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Company Profile PowerPoint Presentation in downloadable PDF format
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Feasibility studies for Twin Peaks Project in Arizona and Picacho Salton Project in California
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Technical Reports for Twin Peaks Project in Arizona and Picacho Salton Project in California
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Current information on the Company and our properties as excerpted from recent filings with the SEC
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On site drilling video
In September 2009, we held a meeting of the shareholders and a subsequent Board of Directors meeting at which the following actions were taken with the approval of a majority of the shares of the corporation:
1.
To amend the Articles of Incorporation to change the authorized number of the Company’s Series A Preferred stock from 10 million shares to 30 million shares;
2.
To ratify the interim appointments of Robert Dultz as President and Spencer Eubank as a Director for the remainder of fiscal 2009 and his appointment as Secretary-Treasurer of the Corporation;
3.
To accept the nominations for fiscal 2010 directors by the shareholders of Robert Dultz, Director and Chairman, Spencer Eubank, Director, Michelle Seibel, Director, and as outside directors Carl O’Baugh, and B. Keith Simerson;
4.
To ratify the Officers of the corporation for fiscal 2010: Robert Dultz CEO, President and acting CFO; Spencer Eubank Secretary-Treasurer; and Michelle Seibel Acting Secretary;
5.
To authorize the purchase of Series A Preferred stock by Officers and Directors of the corporation at par value and the issuance of said shares as follows: Robert Dultz, 10 million Preferred A Shares, Spencer Eubank, 1 million Preferred A Shares, Carl O’Baugh, 6,250 Preferred A Shares, Michelle Seibel, 6,250 Preferred A Shares, and B. Keith Simerson, 6,250 Preferred A Shares;
6.
To authorize the release of proprietary corporate information, including information regarding the corporation’s properties, to select individuals and entities after acknowledging the confidentiality of that information for the purpose of fund raising, property development, joint-ventures, mergers and acquisitions, and other deal making activities;
7.
To authorize the re-negotiation of the “Gold Bullion Loan” to gain an extension of time to repay the loan from the lender;
8.
To authorize the Board to take action for breach of contract for funding of 2008-2009 commitment if it is deemed prudent to do so;
9.
To take whatever actions are deemed necessary by the Board to protect the corporation’s rights, through its subsidiaries to explore, develop and extract the minerals at the Twin Peaks Project property and the Picacho Salton Project property;
10.
To authorize the distribution to the corporation’s shareholders of shares in USMetals, Inc., and Southwest Resource Development, Inc., at a proportionate rate to be determined by the Board (for example 1 subsidiary share for a to-be-determined number USCorp) Common A, Common B, and Series A and B Preferred shares (based on conversion of Preferred shares to Common shares) owned, and to issue USMetals, Inc., and Southwest Resource Development, Inc. shares to warrant holders of USCorp warrants when they exercise their warrants, fractions to be rounded to the next highest full share, if it is determined prudent to do so; warrants when they exercise their warrants, fractions to be rounded to the next highest full share;
11.
To authorize the Board to implement or to not implement such spinoff(s) and share distributions at the discretion of the Board, when and if necessary, in order to protect the investments and rights of the shareholders as well as the Corporation’s ownership of said properties by and through USMetals, Inc., and Southwest Resource Development, Inc.;
12.
To authorize the Board to raise funds by selling stock in a manner, for a price and at a time to be determined by the Board;
13.
To authorize the Board to make whatever deals it deems necessary or beneficial to further the development of the Company’s mining claims and properties; and
14.
To approve the prior actions of the Board of Directors during fiscal 2009.
An additional individual, a Swiss economist and a USCorp shareholder, was nominated to the Board of directors, but he did not respond to the offer.
In September 2005, the Company issued a promissory note to a shareholder and received proceeds of $648,282. The note requires the Company to pay the shareholder 1,634 ounces of Gold Bullion (.999 pure). Originally, the promissory note came due in September 2007. In September 2007, the holder of the promissory note agreed to extend the maturity date of the note to September 2009. In September 2009, the holder of the promissory note extended the maturity date through January 2010 at the previous terms.
In October 2009 we reported that, in order to facilitate ongoing negotiations with a number of mining companies, we had uploaded proprietary technical data to a secure website operated by Pandesa ShareVault for viewing by industry professionals. Access to the proprietary data is by invitation only after signing a confidentiality agreement and it is password protected. The information includes:
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Feasibility Studies and Technical Reports for Twin Peaks in Arizona, USA and Picacho Salton in California, USA, Historical Assays, Drill Logs and other documents from the late 1800s through
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Maps and photographs of our properties
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Corporate Information and SEC filings
Also in October 2009 our former President, Secretary and Treasurer, Larry Dietz, passed away. Larry was a friend and business associate for over 25 years. His knowledge of mineralization occurrences throughout the Southwest was unparalleled. He was a Vietnam veteran. Most importantly, Larry was a truly good man and we miss him.
In December, 2009 members of management, representatives of Geological Support Services, Wondjina Research and Laguna Mountain Environmental along with representatives from the El Centro Office of the Bureau of Land Management (BLM) participated in a conference regarding our application to conduct exploratory drilling on our Picacho Salton Project in Imperial County, California. All remaining issues were thoroughly discussed along with the steps needed to address those issues in order for the BLM to approve the company’s mining plan of operations. It is USCorp’s belief, assuming no additional comments from the BLM, that the approval may be granted by the Spring of 2010.
B. DESCRIPTION OF CURRENT BUSINESS OPERATIONS.
The Company’s plan of operation and business objectives are to engage in (a) the precious metals exploration, mining, and refining business, and (b) the acquisition of qualified candidates engaged in businesses that would complement the Company’s existing or proposed operations. All of the Company’s mining claims are held by its wholly owned subsidiaries.
USMETALS - Summary of Organization and Business.
USMetals (“USMetals”) was formed and organized under the laws of the State of Nevada on May 3, 2000. On or about April 2, 2002, the Company acquired USMetals and its 141 lode mining claims (the “Mining Claims”). The purpose of USMetals is to engage in the business of acquiring and developing mineral properties, exploring for gold, silver, and other non-ferrous metals and minerals within the contiguous United States. It is the further intention of USMetals to mine and to process any commercially-proven reserves developed at its properties. The company has recently expanded the Twin Peaks Project to a total of 177 Lode and Placer claims.
The Mining Claims of USMetals are located in West-Central Arizona, in the Eureka Mining District of Yavapai County, Arizona, approximately 42 miles west of Prescott, Arizona. Within the boundaries of USMetals’ Mining Claims, more commonly referred to as the “Twin Peaks Project”, are the historic sites of the Crosby, Hayes, Swiss Belle and Gloryhole Mines, past producers of gold and silver. The Twin Peaks Project claims are geographically located in the southwestern division of the Eureka Mining District, which includes many significant mines and prospects. There are tungsten mines in the Camp Wood area, to the northeast, the existing historic gold mines and prospects which abut USMetals’ property to the southeast along the Santa Maria River, and tungsten, copper, and zinc mines to the south and southeast. The area has a long history of mining activities. Mining companies can obtain experienced labor, affordable housing, equipment repair, and mining services within the district.
The Santa Maria River traverses the Mining Claims and USMetals is the only company that holds water rights to that section of the river, a valuable asset for a mining company in this arid country.
All of USMetals’ mining properties are unpatented mining claims; consequently, the Company has only possessory title with respect to such properties. The claims were duly transferred by official deed from the prior owner to USMetals on March 22, 2002. The real property upon which USMetals’ claims are located is subject to a paramount lien by the United States of America; all of USMetals’ claims are subject to the applicable rules and regulations of the United States Department of the Interior, Bureau of Land Management, which administers USMetals’ use and activities on said Mining Claims. The Company has paid all of the required fees in order to maintain the Company’s Mining Claims, for the current periods. All of the necessary documents and affidavits have been filed with the Yavapai County Recorder.
The Company and USMetals have had a number of strategic working relationships with various independent contractors in order to develop its Mining Claims. USMetals further relies on the declarations and valuations formed and given in past geological exploration and geochemical studies. USMetals has had consulting and/or independent contractor relationships with Boart Longyear, LLC, Geological Support Services, LLC, Harris Drilling Company, ALS Chemex, SGS Labs, Country Chemist, and the 129-year-old Jacobs Assay 1880 with offices in Tucson, AZ., is recognized by the Bureau of Land Management; Laguna Mountain Environmental, Biozone, Inc. and Wondjina Research Institute. It should be noted that if USMetals was forced to disassociate itself with one or more of the abovementioned independent contractors, it could readily secure the services of other individuals or entities to perform the work or services of equal or greater quality; the loss of any one or all of the abovementioned contractors would not cause USMetals material adverse effects; however, each of these firms has demonstrated its capability and reliability in assisting the Company and USMetals to develop the Mining Claims, and, to date, the abovementioned companies have provided invaluable assistance to The Company’s senior executive management in evaluating the potential represented by USMetals’ Mining Claims.
Geological Support Services, LLC in 2007 completed a feasibility study on the Twin Peaks Project that identified mineralized material on the property and Geological Support Services, LLC also completed a feasibility study on of the Picacho Salton Project that identified mineralized material on that property. During fiscal 2009 We completed Phase 1, Phase 2 and Phase 2.5 of a 3-phase drilling program. For a summary of the results of that drilling program please see “Recent Developments”.
SOUTHWEST RESOURCE DEVELOPMENT, INC. - Summary of Organization and Business
Southwest Resource Development, Inc. (“Southwest”) was formed and organized under the laws of the State of Nevada on April 3, 2004 as a wholly owned subsidiary of USCorp. On or about May 29, 2004, Southwest acquired 8 lode and 21 placer mining claims (the “Mining Claims”) formerly known as the Chocolate Mountain Region Claims and the Picacho Area Claims. In 2007 this claims group was expanded to a total of 106 claims consisting of 22 placers and 84 lodes, on 4,600 acres, and in August 2008 it was again expanded to a total of 235 lode and placer claims called the Picacho Salton Project. The purpose of Southwest is to engage in the business of acquiring and developing mineral properties, exploring for gold, silver, and other non-ferrous metals and minerals within the contiguous United States. It is the further intention of Southwest to mine and to process any commercially-proven reserves developed at its properties.
In lieu of cash payment for the original 8 lode and 21 placer claims acquired in 2004 the Company entered into what is essentially a joint venture with the former owners whereby the former owners are entitled to receive 20% of all net smelter returns of gold after expenses, whether paid in cash or in kind. All of the remaining claims are wholly owned by USCorp’s subsidiary, Southwest.
The Company has spent the last 7 years developing and implementing a plan that would bring multiple properties under Company ownership. Through its wholly owned subsidiary, Southwest, the Company has now acquired for development of a total of 235 lode and placer claims of precious metal properties located in the Chocolate Mountain region of the Mesquite Mining District in Imperial County, California: Geological testing has successfully recovered gold and silver from dry washes and feeder rills. Laboratory analysis indicates these findings warrant continued development. Geological Support Services, LLC has completed a feasibility study that identified mineralized material on the Picacho Salton Project, The Company has completed archeological and environmental and ecological reports and submitted a Mining Plan Of Operations to drill to the Bureau of Land Management who is currently reviewing the Plan.
The Chocolate Mountains region, located in southeastern Imperial county of California, includes the Picacho State Park and surrounding areas that has a rich history of gold mining activities dating back to 1775. This property is in a district that has been producing gold since the 1800s. In 1890 a large stamp mill was built beside the Colorado River at the town of Picacho. The Picacho Mine was opened in the Picacho Basin area and a narrow gauge railroad began hauling ore from the mine to the mill. By 1904, the town of Picacho had a population of 2,500 people. The ruins of the mill are in the Picacho State Recreation Area a few miles east of the Picacho Salton Project claims. Thousands of people visit the old mill ruins each year. To the south and west of the Picacho Salton Project claims there are ruins of many old placer and lode workings as well as recently producing major mining operations.
Numerous discoveries of placer gold throughout Imperial County have remained undeveloped due to a common problem encountered by small miners. Due to the lack of an adequate water supply to support placer gold recovery operations in the region, scores of small and medium size mining operations have failed to successfully recover precious metals known to exist throughout the region. Southwest believes it has located a potentially adequate water source. Southwest intends to use a state of the art gold recovery system designed and developed for the specific conditions found on these properties. Based on the recent reports of geologists and engineers, Southwest believes this property has the potential to develop into a significant gold producing operation.
Historically, mining has been carried out in the Mesquite Mining District of Imperial County using old hard rock mining and placer methods. However, in 1984, new mining methods (“heap leaching”) were used to develop and mine low-grade ore bodies, with an economically viable cut-off grade as low as .01 to .02 ounces of gold per ton. Geological Support Services, LLC recently completed a feasibility study that has identified mineralized material on the Picacho Salton Project. Southwest intends to go into production as soon as possible after approvals and financing are obtained.
In 2008 we submitted a Mining Plan of Operations (MPO) to the Bureau of Land Management (BLM) to conduct a 3-phase drilling program. In December 2009 we made progress toward gaining approval for our MPO (see “Recent Developments”)
Property descriptions, locations and nature of ownership.
Picacho Salton Project consisting of 235 Lode and Placer Claims in the Mesquite Mining District of Imperial County, California, U.S.A. Group #1: 640 acres of contiguous, unpatented Placer Claims over lain by unpatented Lode Claims. Access to these claims is by a private dirt road 2 miles north of the intersection of Highway 78 and Ogilby Road, near Glamis, California.
Group #2: unpatented contiguous Placer Claims and Lode Claims covering 2,720 acres. All of these claims are just east of the intersection of Highway 78 and Ogilby Road. Access to the property is by private dirt road.
Group #3: 8 unpatented Lode Claims covering 160 acres. Means of access to the property is by an unmarked private dirt road, south of Picacho State Park.
On November 1, 2006 USCorp announced the acquisition of the additional Mining Property, through its wholly owned subsidiary Southwest. Situated on 1,280 acres covering 64 lode mining claims of precious metal properties and located in the Mesquite Mining District of Imperial County, California, some of the new property has common borders to Southwest’s other gold properties. Means of access to the property is by an unmarked private dirt road, south of Picacho State Park.
The 177 unpatented lode and placer mining claims, covering 3,540 acres, which the Company refers to as the “Twin Peaks Project,” are located in the Eureka Mining District of Yavapai County, Arizona, U.S.A. Access to the property from the west is by county maintained and private dirt roads from Highway 93 (connecting Phoenix, Arizona with Las Vegas, Nevada).
The Company, through its wholly owned subsidiaries, owns unpatented mining claims and pays an annual Maintenance Fee payment to the Bureau of Land Management (“BLM”) for each of its claims. Maintenance Fee payments of $140 per claim are due on or before August 31 each year.
Maps indicating the locations of our properties.
In the Map above boxed areas represent the approximate locations of the company’s Picacho Salton Project properties in the Mesquite Mining District of Imperial County, California. These claims are represented by the number “2” in the map below. The number “1” in the map below is the approximate location of our Twin Peaks Project claims
History of previous operations.
Twin Peaks Project claims group, in the Eureka Mining District of Yavapai County, Arizona: From a historical perspective, Spaniards arrived in the area over 400 years ago and used the Santa Maria River to gain access to the claims area. According to historical sources, the local Native Americans were used by the Spaniards to mine gold and silver in the area, which was refined and shipped to Spain. More recently, in the 1800s, John Lawler and Charles Crosby pioneered the Eureka Mining District. In 1883, John Lawler discovered the area was rich in gold, silver, lead, and zinc.
Charles Crosby first discovered the Crosby Mine and worked his claims from 1906 to 1933. His works are on a mineralized structure and flat zone. When the Crosby Mine opened in 1906, it processed 120 ounces of gold per day. It operated a 40-stamp amolotion mill until World War II. The Crosby group of claims are in the northeast corner of the Twin Peaks claims group.
From the mid-1920s to the mid-1930s, a prospector worked the Gloryhole claim, in the southwest quadrant of the Company’s Twin Peaks claims group. The ore he mined ran over 8 ounces of gold per ton. In 1941 and 1942, the claim was yielding 2.6 ounces of gold per ton. At that time, the ore was shipped to the railhead at Hillside and then by train to a smelter in El Paso, Texas.
In 1885, the Hayes Silver Mine opened. The deposit at the mine was so rich - over 300 ounces of gold and silver per ton - that the owners shipped the ore directly to England for smelting and refining. The Hayes claims group is part of the Company’s Twin Peaks claims group and located in the western quadrant of the property.
Picacho Salton Project Claims in the Mesquite Mining District of Imperial County, California: There has been no commercial scale mining on any of the Company’s claims in this region.
The present condition of the property, the work we have completed on the property, our proposed program of exploration and development, and the current state of exploration and development of the property.
Twin Peaks Project Claims Group: The Company has conducted exploration work on the property, including drilling 3,000 feet of core samples in 2002 (in addition to 10,000 feet drilled by prior owners) and road improvements to repair and create dirt road accesses to the property, and re-stake all claims using GPS. The Company relies on geological work of experts performed by us and under prior ownership in support of our reports of the presence of gold, silver, uranium and other mineralization on the property. Geological Support Services, LLC in 2007 completed a feasibility study on the Twin Peaks Project that identified mineralized material. In December 2007, we received a Cultural Resource Survey (an archeological report) for proposed drill sites as part of the Company’s application filed in August 2007 with the BLM to conduct additional drilling to prove up reserves. In August and September and October of 2008 5,000 feet of holes were drilled using reverse circulation drilling, completing Phase One, Phase Two and Phase 2.5 of our current drilling program. During the Phase 1 drilling program the Company participated in a multi-agency test program of the NITON pXRF. The handheld device is purportedly capable of analyzing an ore sample and providing an immediate analysis of all minerals present above an atomic weight of 12. Certified assay results from the labs of samples taken during the Phase 1 and 2 drilling program and the preliminary results produced by the NITON pXRF were compared. The comparison was inconclusive regarding the usefulness of the device in exploration activities. The Company is not conducting mineral extraction operations on this property yet.
Regarding the Picacho Salton Project Claims Groups in the Mesquite Mining District of Imperial County: On November 1, 2006 USCorp announced the acquisition of what we then referred to as the “Picacho Salton Mining Property”, through its wholly owned subsidiary Southwest. Situated on 1,280 acres covering 64 mining claims of precious metal properties and located in the Mesquite Mining District of Imperial County, California, some of these newly acquired claims have common borders to USCorp’s Picacho Gold Property. The Company’s California properties are now collectively known as the Picacho Salton Project. The Company has performed exploration work on the property. The Company relies on geological work of experts performed by us and work performed by experts under prior ownership in support of our early reports of the presence of gold and silver on the property. Geological Support Services, LLC recently completed a feasibility study that has mineralized material on the Picacho Salton Project. The Company has completed archeological, environmental and ecological reports and submitted a mining plan of operations to the Bureau of Land Management who is currently reviewing the plan (see “Recent Developments”). There are no current mineral extraction operations on this property. The proposed program is exploratory in nature.
The physical condition of the plant and equipment and the source of power utilized with respect to each property.
At this time there are no physical plants on any of the Company’s properties. The Company owns rights to water on the Santa Maria River which traverses the Twin Peaks Project property. Power is available on properties adjacent to the Twin Peaks Project and portable generators can be used as necessary. Power is also available on properties adjacent to our placer claims in California and portable generators can be used when necessary. There are natural wells located in several places on our California claims. We will supplement well water with trucked water if necessary.
Adequate roads exist to each of our claims groups. Some existing roads have been repaired or extended.
A brief description of the rock formations and mineralization of existing or potential economic significance on the properties, including the identity of the principal metallic or other constituents.
In regards to the Twin Peaks Project, past geologic valuations have been confirmed by recent geological work as reported in Geological Support Services’ feasibility study on the project indicating mineralized material on claims within the boundaries of the Twin Peaks on the Crosby claims, Hayes claims and Gloryhole claims. The Company uses these historical and current reports in support of its determination that economically viable mineralization is present on the properties.
According to past geologic valuations the Crosby claims are within an area of banded gray schist that is surrounded by light-colored granite and intruded by pegmatite, rhyolite-porhyry, and basic dikes. The vein strikes N10E, and dips 25 to 30 degrees E, and attains a width of up to 18 inches in the old workings. Rich ore from the oxidized zone shows brecciated quartz with abundant cellular limonite. The gold is usually found associated with the oxidized iron minerals. The Hayes and Gloryhole claims are geologically similar to the Crosby claims, and the gold is also found in association with the oxidized iron minerals. Several structural zones appear to control the mineralization within the claim group. It can be considered that an alignment of a structural trend exists, with a bearing of about N2OE between the Hayes Mine and the Crosby Mine, with the Swiss Belle Mine at midway along the trend. Another structural zone which is expressed by a dike and is reported to run from the Santa Maria River to the base of Hayes Peak, has an average bearing of about N53W. The Hayes Shaft was sunk within this dike. The dike probably passes slightly west of the Gloryhole Mine and then intersects a N2OE structural zone near the base of Hayes Peak. A sample taken at this intersection assayed 1.167 oz/ton gold and 66.37 oz/ton silver. The structural zones seem to influence wide areas adjacent to them, which is confirmed by the voluminous number of favorable assays and also by the Very Low Frequency Electromagnetic survey. Cut off grade valuations were not performed.
Picacho Salton Project Claims Groups in the Mesquite Mining District of Imperial County: A past geochemical sampling program has indicated mineralized material at the Goldstar placer claims; tonnage and grade valuations were not performed. The Company used such reports in support of its determination that economically viable mineralization may be present on the properties as stated in various historical reports. Geological Support Services, LLC recently completed a feasibility study that has identified mineralized material on the Picacho Salton Project.
Geological Support Services, LLC completed a feasibility study in 2007 on the Twin Peaks Project that identified mineralized material. We have submitted a Mining Plan of Operations to the Bureau of Land Management, and progress has been toward approving our MPO. (See “Recent Developments”).
The phased nature of the exploration process, and the place in the process our current exploration activities occupy.
Phase 1 of the exploration process has been completed on a portion of the Hayes group of claims within the Twin Peaks Project. Phase I supplemented the previous exploration effort with additional geological, geochemical and geophysical surveys, drilling, excavations and road building. We also completed a scoping study. Phase I was designed to furnish pertinent data for the design of Phase II Mining Operation Plan.
Phase II has been completed as of the date of this Annual Report. We have done further exploration on our property, and designed a Test Production program on selected claims within the Twin Peaks claims group which we plan to initiate as soon as approvals and financing have been obtained. This will include an electromagnetic flyover of the entire claim group and completion of a geochemical survey using the boundaries of individual claims to establish a base grid. This sample grid would be tightened in select areas. Simultaneously, the geology will be mapped in order to determine the overall extent of pathfinder mineralization for use in planning additional drilling, gaining a more detailed understanding of the potential of the entire site, and solidifying the mineral land position.
In August 2008 we commenced with drilling and assaying in the areas previously targeted in prior geological reports. The drilling program was designed to confirm the geology and mineralization in the target areas; a broad program is not necessary due to prior geological work. Extra samples have been retained for metallurgical testing on promising zones.
The results of testing the samples has allowed us to plan the conceptual mine and milling plans, including flow-sheets that were used in the feasibility study process along with the on-going economic and cost modeling evaluation of the project. While the results were being evaluated we completed the collection of the archeological and environmental data necessary for further exploration, We submitted the Mining Plans of Operations and we received approvals. Phase 1, 2 and 2.5 of the 3-phase drilling plan have been completed. (see “Recent Developments”). We are awaiting additional funding in order to complete the third phase of the drilling program that will allow new resource estimates to be formed based on new measurements.
Test Production Program Budget and Plan
We have plans for Test Production in order to perfect the methods to be used in commercial scale heap leach mining. We have received a Test Production plan and budget for the Picacho Salton Project Claims in the Mesquite Mining District of Imperial County from one of our Consulting Geologists that is summarized as follows:
“To start placer testing operations we must first purchase and modify a wash plant. The pad and setup of the wash plant is next.
The dirt access road from the Highway to the site (approximately 2 miles) must be reworked/repaired. We will also need a Front End Loader (“F.E.L.”) with Back-Hoe attachment. For continuous hard work excavating trenches, digging test pits and carrying alluvial material back to the wash plant for processing on a daily basis. It would be used for the duration of the test production program.
The sampling method is standard in geological exploration and is confined to dry arroyo drainages and rills. Grab samples taken outside of the dry river beds and rills will be by prospectors pick or regular pick and shovel. Instruments to be used will be a VLF unit, an EM unit, microscopes, spectrometer, GPS unit, possibly an I.R. unit, a magnetometer and miscellaneous sieves. A 10 or 12 kW generator set will independently power the night lights and camper unit. We need to determine if the present wells go down a minimum of 400 feet to reach adequate water supply to support test production wash plant.
We will make a decision whether to proceed with each successive phase of the exploration program upon completion of the previous phase and upon analysis of the results of that program.
We will follow QA/QC protocols provided by the Society for Mining, Metallurgy and Exploration Guidance on best practices for Exploration www.smenet.org.”
Recent Initial Exploration and Exploitation
Although many companies and individuals are engaged in the mining business, including large established mining companies, there is a limited supply of desirable mineral lands available for claim staking, lease, or other acquisition in the United States and other areas where USCorp contemplates conducting its exploration and/or production activities. However, it has been determined by qualified geologists and mining companies that USCorp’s Arizona properties have mineralization of a variety of precious and non-precious minerals. Historically, the specific geographic region in which USCorp intends to conduct its exploratory and mining activities has been the subject of various general samplings, which were performed by the State of Arizona, the United States Department of the Interior Bureau of Mines, and the United States Department of the Interior Bureau of Land Management.
The Company has relied upon a number of studies by companies that are not presently affiliated or associated with USCorp to determine the feasibility and valuation of USCorp’s pursuit to develop the Mining Claims. These studies are comprised of several exploration techniques, such as geological and geophysical surveys, drilling, and excavations, in order to determine the economic potential, and subsequent exploration and mining, of the Claims. These different firms have utilized varied means to calculate the potential of the exploration and development of the Twin Peaks Project’s Mining Claims.
Early Exploration Conducted and Valuations.
The Twin Peaks Project: Past geological studies indicated that beginning in 1981 a geologist performed certain exploratory drillings in order to obtain samples of the contents from the Crosby Mine Site No. 6, located Yavapai County, Arizona (one of the claims in USMetals’ Twin Peaks Project). The geologist drilled 28 core drill holes on the Crosby Mine site. His report was based on 200-foot depth cores. This area was 18,519 cubic yards, or approximately 20,000 tons of mineralized material. The total area that was drilled was 1,500’ x 600’ x 200’. A total of 744 core samples were taken from the 6,000-foot of core hole drillings. The samples were assayed for gold and silver.
The results indicated the presence of mineralization of gold and silver. The core samples also revealed quartz monzonite porphyry formations throughout the area of sampling. The many faults located in this area were of considerable importance in controlling supergene enrichment; the largest quantity and highest grade of ore occurs when these faults intersect or are closely spaced. There was significant evidence of this enrichment recorded from the samples taken from the Crosby Mine site area. And, the gold and silver that was found is natural to the formations of the enrichment zone.
Recent Exploration and Samplings
The 2008 geological surveys, provided by Geological Support Services, LLC, one of USMetals’ principal advisors have confirmed prior geological reports. It was verified that the Twin Peaks Project is on a mineralized structure and flat zone with gold and silver carrying mineralization.
Historically, over 10,000 feet of core drillings were performed and over 1,500 fire assays were conducted. These assays showed an overall average of .14 ounces of gold per ton and .595 ounces of silver per ton, on one area covering 3 claims.
The geological, geophysical, and geochemical studies stated above were reviewed and evaluated by an independent mining, consulting, and geologic firm that was engaged to evaluate the commercial feasibility of the claims. The report and economic study recommended the continuation of exploration and the start of production.
The geological justification for the exploration project at the Twin Peaks Project is that numerous past geological studies have found gold and silver mineralization in economically viable quantities at various locations within the boundaries of the claims group. There are also areas within the claims group that contain uranium and areas containing polymetals.
The geological justification for the exploration project at the Picacho Salton Project claims is that there is visible gold in the ground and past geological studies have found gold and silver in economically viable quantities at various locations within the boundaries of the claims groups.
In 2007 we conducted additional exploration, testing; GPS locating, surveying and re-staking of all claims; adding a total of 77 significant claims to the group of which 70 claims are primarily gold bearing and seven claims, approximately 140 acres, are Pink Rhyolite (decorative rock) and construction grade aggregate. Geological Support Services LLC completed a feasibility study covering the gold claims, it says : “The feasibility study operating plan assumes an open caste quarry type operation containing [mineralized material]. The plan anticipates conventional truck and shovel mining techniques. Processing to be phased according to ore type and permit approvals. Phase 1 testing being a wash and sedimentation gravity system with initial production capacity of 1000 tons per day ramping to 6000 tons per day. This type of operation has been proven to achieve .02 ounce per ton recovery, in the targeted placers. With approval of cyanide leach permits, the implementation of leaching facilities will increase recovery to the 87% target. Also along with the construction of the leaching facilities, the milling circuit for processing the hard rock lode ore will be constructed. This grinding circuit will be designed to crush incoming hard rock down to 150- prior to gravity Separation and leaching. Although this study is based upon production of 6000 tons a day it is anticipated that if additional water resources are developed production could be increased to greater levels. Mine life has been estimated to be in excess of 20 years. The feasibility study assumes an economic base case utilizing a $600 per ounce gold price. At current fuel and labor prices, cash operating costs, including operating cost and sustaining capital are estimated to be $260 dollars per ounce of gold produced. Initial capital costs are anticipated to be $13,790,300 all amounts are in U.S. Dollars.”
A breakdown of the exploration timetable and budget, including estimated amounts that will be required for each exploration activity.
The exploration timetable and budget for the Twin Peaks Project is as follows:
Initial capital costs are currently estimated to be $12,974,728. All amounts are in US dollars to complete a comprehensive drilling program, road repair and extensions, design and building of a test mill of 50 to 1,000 tons per day capacity. The estimate of six month time period is an estimate of time need to perform tasks only and does not take into account delays for governmental review and approval of our mining plan.
The exploration timetable and budget for the Picacho Salton Project claims is as follows:
Initial capital costs are anticipated to be $13,790,300 all amounts are in U.S. Dollars to complete an electromagnetic flyover, comprehensive road repair and extensions, design and purchase of a wash plant of 10 tons per hour capacity. The estimate of twelve week time period is an estimate of time needed to perform tasks only and does not take into account delays for governmental review and approval of our mining plan. At current fuel and labor prices, cash operating costs, including operating cost and sustaining capital are estimated to be $260 dollars per ounce of gold produced.
How the exploration program will be funded.
The Company anticipates that funding will be by equity or debt financing in the form of private placements, working interest joint venture, farm outs, sale or mergers, and/or gold bullion loans in the United States, Europe and Asia. To date we have received the proceeds from a gold bullion loan in the amount of $635,000 as previously reported in Current Report on Form 8-K dated September 27, 2005, in addition to proceeds from a private placement and $1,200,000 in proceeds from convertible debentures. At the beginning of fiscal 2009 we received a commitment in the amount of $2.19 million to finance fiscal 2009 operations. As of the date of this report the Company has received $400,000 of the $2.19 million in commitments for 2009. The December 2008 payment was not received and the Company did not receive the rest of the committed funds. We continue to pursue additional sources of financing. (see “Recent Developments”)
Identification of who will be conducting any proposed exploration work, and a discussion of their qualifications.
The Company is utilizing the services of Geological Support Services, LLC, and Wondjina Research Institute and Biozone, Inc, for exploration and geological work on the Company’s properties. Given adequate financing we intend to use additional qualified mining consultants and engineers subject to their availability and willingness and our need, but we have not contracted with any other vendors as of the date of this Annual Report. A summary of the qualifications of Geological Support Services, LLC follows:
Geological Support Services, LLC, Robert A. Cameron, Ph.D. managing partner, is consulting exploration geologist to the Company. Cameron has a Ph.D. in Geophysics from Canterbury University. Since 1987 Cameron has consulted in the mining industry as a geologist in various capacities for companies and projects in the private sector in the United States, Mexico, Australia, New Zealand, West Germany, Poland and Canada. In addition to private consulting, he was a professor of geology and geosciences.
Specific Environmental Regulation.
Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Environmental liability may result from mining activities conducted by others prior to USMetals’ ownership of a property. Insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available at a reasonable price to companies within the industry. To the extent USMetals is subject to environmental liabilities, the payment of such liabilities would reduce funds otherwise available to USMetals and could have a material adverse effect on USMetals.
In the context of environmental compliance and permitting, including the approval of reclamation plans, USMetals must comply with standards, laws and regulations which may entail greater or lesser costs and delays depending on the nature of the activity to be permitted, constructed and operated and how stringently the regulations are implemented by the applicable regulatory authority. It is possible that the costs and delays associated with compliance with such laws, regulations and permits could become such that a company would not proceed with the development of a project or the operation or further development of a mine. Laws, regulations and regulatory policies involving the protection and remediation of the environment are constantly changing at all levels of government and are generally becoming more restrictive and the costs imposed on the development and operation of mineral properties are increasing as a result of such changes. USMetals has made, and expects to make in the future, significant expenditures to comply with such laws and regulations.
The Environmental Protection Agency (“EPA”) continues the development of a solid waste regulatory program specific to mining operations under the Resource Conservation and Recovery Act (“RCRA”). The difficulty is that many Federal laws duplicate existing state regulations.
Mining companies in the United States are also subject to regulations under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) which regulates and establishes liability for the release of hazardous substances and (ii) the Endangered Species Act (“ESA”) which identifies endangered species of plants and animals and regulates activities to protect these species and their habitats. Revisions to CERCLA and ESA are being considered by Congress; the impact on USMetals and Southwest of these revisions is not clear at this time. Environmental laws and regulations enacted and adopted in the future may have a significant impact upon USMetals’ future operations.
Reclamation plans which are approved by various environmental regulatory authorities are subject to on-going review and modification. Although USMetals’ and Southwest’s management believes that the reclamation plans developed and implemented for its mine sites are reasonable under current conditions, any future re-determination of reclamation conditions or requirements could significantly increase USMetals’ and Southwest’s costs of implementation of such plans.
Competition.
There is aggressive competition within the minerals industry to discover and acquire properties considered to have commercial potential. USMetals will compete for promising gold exploration projects with other entities, many of which have greater financial and other resources than USMetals. In addition, USMetals will compete with other firms in its efforts to obtain financing to explore and develop mineral properties including the claims it already owns. Further, the mining industry is typified by companies with significantly greater financial resources and market recognition than the Company. At present, the Company is not a significant factor within this industry.
Employees and Independent Contractors.
As of the date of this Annual Report, the Company did not employ any persons other than its executive officers and directors named herein, and part-time Office Manager, Field Operations, Administrative Assistant, and clerical help. Administrative and clerical help were laid off at the beginning of May, 2009.
As of the date of this Annual Report, the Company and its wholly owned subsidiaries have utilized as principal consultant/advisor: Geological Support Services, LLC under Robert Cameron, PhD; which, in turn, may work with subcontractors that perform work indirectly for the Company and its subsidiaries; and a secondary consultant/advisor, Wondjina Research Institute under Rich Lundin which, in turn, may work with subcontractors that perform work indirectly for the Company and its subsidiaries. Independent contractors include Harris Drilling and Boart Longyear Drilling.
Item 1A.
Item 1A. Risk Factors
Lack of Operating History and Earnings. The Company has no operating history or revenues. The Company expects to incur further losses in the foreseeable future due to significant costs associated with its business development, and the business development of its subsidiaries, including costs associated with its acquisition of new mining claims and/or operations. There can be no assurance that The Company’s operations will ever generate sufficient revenues to fund its continuing operations that The Company will ever generate positive cash flow from its operations, or that The Company will attain or thereafter sustain profitability in any future period.
Speculative Nature of The Company’s Proposed Operations; Dependence Upon Management. The success of The Company’s operations, independently and through its subsidiaries, and its proposed plan of operation will depend largely on the operations, financial condition, and management of The Company. While management intends to engage in the business purposes stated herein, there can be no assurance that it, or any of its subsidiaries, will be successful in conducting such business. Presently, the Company is totally dependent upon the personal efforts of its current management. The loss of any officer or director of The Company could have a material adverse effect upon its business and future prospects. The Company does not presently have key-man life insurance upon the life of any of its officers or directors. None of our management are chemists, metallurgists, mining engineers or geologists and as such do not have the technical experience in exploring for, starting, and/or operating a mine. Upon adequate funding management intends to hire qualified and experienced personnel, including additional officers and directors, and mining specialists, professionals and consulting firms to advise management as needed; however there can be no assurance that management will be successful in raising the necessary funds, recruiting, hiring and retaining such qualified individuals. Such consultants have no fiduciary duty to The Company or its shareholders, and may not perform as expected. The success of The Company will, in significant part, depend upon the efforts and abilities of management, including such consultants as are or may be engaged in the future.
Risks Inherent In Exploration and Mining Operations. Mineral exploration is highly speculative and capital intensive. Most exploration efforts are not successful, in that they do not result in the discovery of mineralization of sufficient quantity or quality to be profitably mined. The Company’s Mining Claims are also indirectly subject to all hazards and risks normally incidental to developing and operating mining properties. These risks include insufficient ore reserves, fluctuations in production costs that may make mining of reserves uneconomic; significant environmental and other regulatory restrictions; and the risks of injury to persons, property or the environment. In particular, the profitability of gold mining operations is directly related to the price of gold. The price of gold fluctuates widely and is affected by numerous factors that are beyond the control of any mining company. These factors include expectations with respect to the rate of inflation, the exchange rates of the dollar and other currencies, interest rates, global or regional political, economic or banking crises, and a number of other factors. If the price of gold should drop dramatically, the value of the Mining Claims could also drop dramatically, and the Company might then be unable to recover its investment in those interests or properties. Selection of a property for exploration or development; the determination to construct a mine and to place it into production, and the dedication of funds necessary to achieve such purposes, are decisions that must be made long before the first revenues from production will be received. Price fluctuations between the time that such decisions are made and the commencement of production can drastically affect the economics of a mine. The volatility of gold prices represents a substantial risk, generally, which no amount of planning or technical expertise can eliminate.
Uncertainty of Reserves and Mineralization Estimates. There are numerous uncertainties inherent in estimating proven and probable reserves and mineralization, including many factors beyond The Company’s control. The estimation of reserves and mineralization is a subjective process and the accuracy of any such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may justify revision of such estimates. No assurances can be given that the volume and grade of reserves recovered and rates of production will not be less than anticipated. Assumptions about prices are subject to great uncertainty and gold prices have fluctuated widely in the past. Declines in the market price of gold or other precious metals also may render reserves or mineralization containing relatively lower grades of ore uneconomic to exploit. Changes in operating and capital costs and other factors including, but not limited to, short-term operating factors such as the need for sequential development of ore bodies and the processing of new or different ore grades, may materially and adversely affect reserves.
Environmental Risks. Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Insurance against environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to The Company (or to other companies within the gold industry) at a reasonable price. To the extent The Company becomes subject to environmental liabilities, the satisfaction of any such liabilities would reduce funds otherwise available and could have a material adverse effect on The Company. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.
Proposed Federal Legislation. Beginning in the 1990s, the U.S. Congress adopted revisions of the General Mining Law of 1872, which governs the creation of mining claims and related activities on Federal public lands in the United States. Similarly, the U. S. Congress and the Clinton Administration eliminated the U.S. Bureau of Mines, which was the agency responsible for gathering and maintaining data on mines throughout the United States. Beyond changes to the existing laws, the Congress or the Bush Administration, or the incoming Obama Administration may propose or adopt new laws; any such revisions could also impair USMetals’ and Southwest’s ability to develop, in the future, any mineral prospects that are located on unpatented mining claims on Federal lands.
Title to Properties. The validity of unpatented mining claims, which constitute all of The Company’s property holdings, is often uncertain and such validity is always subject to contest. Unpatented mining claims are unique property interests and are generally considered subject to greater title risks than patented mining claims, or other real property interests that are owned in fee simple. The Company has not filed any patent applications for any of its properties that are located on Federal public lands in the United States, (specifically, in the States of Arizona and California), and, under changes to the General Mining Law, patents may not be available for such properties. Although management believes it has taken requisite action to acquire satisfactory title to its undeveloped properties, it does not intend to go to the expense to obtain title opinions until financing is secured to develop the property, with the attendant risk that title to some properties, particularly title to undeveloped properties, may be defective.
Competition. There is aggressive competition within the minerals industry to discover and acquire properties considered to have commercial potential. The Company will compete for promising gold exploration projects with other entities, many of which have greater financial and other resources than The Company. In addition, the Company will compete with other firms in its efforts to obtain financing to explore and develop mineral properties.
The Company’s Financial Statements Contain a “Going Concern Qualification.” The Company may not be able to operate as a going concern. The independent auditors’ report accompanying its financial statements contains an explanation that The Company’s financial statements have been prepared assuming that it will continue as a going concern. Note 1 to these financial statements indicates that The Company is in the exploration stage and needs additional funds to implement its plan of operations. This condition raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s audit report and financial statements are included herein as “PART II, Item 7”.
Uncertainty As To Management’s Ability To Control Costs And Expenses. With respect to The Company’s development of its mining properties and the implementation of commercial operations, management cannot accurately project or give any assurance, with respect to its ability to control development and operating costs and/or expenses. Consequently, if management is not able to adequately control costs and expenses, such operations may not generate any profit or may result in operating losses.
No Dividends. The Company has not paid any dividends nor, by reason of its present financial status and contemplated financial requirements, does it anticipate paying any dividends in the foreseeable future.
Risks of Low-Priced Stocks And Possible Effect of “Penny Stock” Rules on Liquidity. Currently the Company’s stock is defined as a “penny stock” under Rule 3a51-1 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. In general, a “penny stock” includes securities of companies which are not listed on the principal stock exchanges or the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or National Market System (“NASDAQ NMS”) and have a bid price in the market of less than $5.00; and companies with net tangible assets of less than $2,000,000 ($5,000,000 if the issuer has been in continuous operation for less than three years), or which has recorded revenues of less than $6,000,000 in the last three years. “Penny stocks” are subject to rule 15g-9, which imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses, or individuals who are officers or directors of the issuer of the securities). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. Consequently, this rule may adversely affect the ability of broker-dealers to sell The Company’s stock, and therefore, may adversely affect the ability of The Company’s stockholders to sell stock in the public market.
Shares Eligible for Future Sale. A total of 74,319,469 shares of Common Stock are issued and outstanding as of the date of this Annual Report, of which approximately 48,819,469 shares thereof are “restricted securities” as that term is defined under the Securities Act. Therefore, all such restricted shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from registration becomes available. One exemption that may be available in the future is Rule 144 adopted under the Securities Act. Generally, under Rule 144 any person holding restricted securities for at least one year may publicly sell in ordinary brokerage transactions, within a 3 month period, the greater of one (1%) percent of the total number of a company’s shares outstanding or the average weekly reported volume during the four weeks preceding the sale, if certain conditions of Rule 144 are satisfied by the company and the seller. Furthermore, with respect to sellers who are “non-affiliates” of the company, as that term is defined in Rule 144, the volume sale limitation does not apply and an unlimited number of shares may be sold, provided the seller meets a holding period of 2 years. However, the SEC revised Rule 144, effective February 15, 2008, which shortens the holding period to six months in some cases and remove the volume restrictions for any such sales. Sales under Rule 144 may have a depressive effect on the market price of The Company’s securities, should a public market be available for The Company’s shares.
Safe Harbor Statement: Under the United States Private Securities Litigation Reform Act of 1995, except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including but not limited to those with respect to the price of gold, the timing of the exploration of the Company’s properties, the timing of the development of the Company’s properties, the timing and amount of estimated future production, costs of production, mineralization and “reserve” determination involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of current exploration and development activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of gold, silver or other metals and minerals. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
(See “Forward Looking Statements”, PART I).
(D) Reports to Security Holders
The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that SEC internet site is http://www.sec.gov.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2.
ITEM 2. PROPERTIES
The Company’s principal executive offices are located at 4535 W. Sahara Ave, Suite 200, Las Vegas, NV 89102 and its telephone number is (702) 933-4034.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On December 22, 2006, an individual filed suit against the Company in the Arizona Superior Court, alleging that the Company failed to pay him wages and expenses pursuant to certain labor laws dating back to March, 2004. This individual was seeking damages in the amount of $149,000 plus interest and attorney’s fees. On January 23, 2007, the Company filed a notice of removal of action to have this individual’s claim moved from state to federal court and such motion was granted. We prevailed on this individual’s primary claim, i.e., the claim under the Arizona Wage Payment Act. The Company settled the lawsuit and the case was dismissed. Please see notes to the financial statement.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 28, 2009 a meeting of the shareholders was held without notice pursuant to the applicable provisionso of the Nevada corporate statues and the bylaws of the corporation at which meeting a majority of the shares of the company were voted in person and by proxy:
1.
To amend the Articles of Incorporation to change the authorized number of the Company’s Series A Preferred stock from 10 million shares to 30 million shares;
2.
To ratify the interim appointments of Robert Dultz as President and Spencer Eubank as a Director for the remainder of fiscal 2009 and his appointment as Secretary-Treasurer of the Corporation;
3.
To accept the nominations for fiscal 2010 directors by the shareholders of Robert Dultz, Director and Chairman, Spencer Eubank, Director, Michelle Seibel, Director, and as outside directors Carl O’Baugh, and B. Keith Simerson;
4.
To ratify the Officers of the corporation for fiscal 2010: Robert Dultz CEO, President and acting CFO; Spencer Eubank Secretary-Treasurer; and Michelle Seibel Acting Secretary;
5.
To authorize the purchase of Series A Preferred stock by Officers and Directors of the corporation at par value and the issuance of said shares as follows: Robert Dultz, 10 million Preferred A Shares, Spencer Eubank, 1 million Preferred A Shares, Carl O’Baugh, 6,250 Preferred A Shares, Michelle Seibel, 6,250 Preferred A Shares, and B. Keith Simerson, 6,250 Preferred A Shares;
6.
To authorize the release of proprietary corporate information, including information regarding the corporation’s properties, to select individuals and entities after acknowledging the confidentiality of that information for the purpose of fund raising, property development, joint-ventures, mergers and acquisitions, and other deal making activities;
7.
To authorize the re-negotiation of the “Gold Bullion Loan” to gain an extension of time to repay the loan from the lender;
8.
To authorize the Board to take action for breach of contract for funding of 2008-2009 commitment if it is deemed prudent to do so;
9.
To take whatever actions are deemed necessary by the Board to protect the corporation’s rights, through its subsidiaries to explore, develop and extract the minerals at the Twin Peaks Project property and the Picacho Salton Project property;
10.
To authorize the distribution to the corporation’s shareholders of shares in USMetals, Inc., and Southwest Resource Development, Inc., at a proportionate rate to be determined by the Board (for example 1 subsidiary share for a to-be-determined number USCorp) Common A, Common B, and Series A and B Preferred shares (based on conversion of Preferred shares to Common shares) owned, and to issue USMetals, Inc., and Southwest Resource Development, Inc. shares to warrant holders of USCorp warrants when they exercise their warrants, fractions to be rounded to the next highest full share, if it is determined prudent to do so; warrants when they exercise their warrants, fractions to be rounded to the next highest full share;
11.
To authorize the Board to implement or to not implement such spinoff(s) and share distributions at the discretion of the Board, when and if necessary, in order to protect the investments and rights of the shareholders as well as the Corporation’s ownership of said properties by and through USMetals, Inc., and Southwest Resource Development, Inc.;
12.
To authorize the Board to raise funds by selling stock in a manner, for a price and at a time to be determined by the Board;
13.
To authorize the Board to make whatever deals it deems necessary or beneficial to further the development of the Company’s mining claims and properties; and
14.
To approve the prior actions of the Board of Directors during fiscal 2009.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company’s securities are quoted on the OTC Bulletin Board and as of December 23, 2003 the Company’s shares are also traded on the Third Segment of the Berlin Stock Exchange under symbol UCP.BER, WKN number A0BLBB. As of May 11, 2006 USCorp’s Class B Non-Voting Common Shares have been included in the Deutche Borse Exchange trading within the Open Market (Freiverkehr) under the Symbol “U9C.F” and the WKN# is A0JEQQ.
The following table sets forth for the periods indicated the range of high and low closing price quotations for the Company’s common stock during the past two fiscal years. These quotations represent inter-dealer prices without retail mark-up, mark-down or commission and may not represent actual transactions:
On December 31, 2009 the reported closing price for the Company’s common stock was $0.04 per share; there were approximately 800 record holders of the Company’s shares.
The Company has not paid any dividends and there are presently no plans to pay any such dividends in the foreseeable future. The declaration and payment of dividends in the future will be determined by the Board of Directors in light of conditions then existing, including earnings, financial condition, capital requirements and other factors. There are no contractual restrictions on the Company’s present or future ability to pay dividends. Further, there are no restrictions on any of the Company’s subsidiaries which would, in the future, adversely affect the Company’s ability to pay dividends to its shareholders.
Recent Sales of registered and unregistered securities.
During fiscal year 2009, the Company issued an aggregate of 845,064 shares of Class A common stock for services rendered.
In August of 2007, the Company accepted $620,000 in subscriptions for 8,673,332 units consisting of one share of Class A Common Stock and one warrant to purchase ½ share of Class A Common Stock at an exercise price of $0.40 per full share, the exercise period being two years and the warrants expired on October 4, 2009.
In June 2008 the Company accepted $173,055 in subscriptions for 3,508,000 shares of Class A Common Stock.
In June 2004, the Company commenced a private placement of 6 million units of its securities with each unit consisting of one share of series B preferred stock and one warrant to purchase an additional share of series B preferred stock at a price of $0.50 per unit. The offer had been extended until October 2008. The two-year period was extended and has now expired.
The series B preferred shares accrue interest at the rate of 10% per annum of the purchase price of $0.50, or $0.05 per year, payable annually in arrears. The Company may elect to make payment of interest in the form of common shares, in which case the number of common shares payable will equal the amount of interest payable divided by the closing price of the common shares on the date the dividend is declared by the Company.
The series B preferred shares are redeemable by the Company at any time after one year from the date of their issuance provided that the common shares have sustained a trading price of not less than $1.00 per common share for at least 20 consecutive trading days. If the Company elects to redeem the Shares, the redemption price shall be determined as follows:
(i)
During the second year after their issuance at $0.575 per preferred share;
(ii)
During the third year after their issuance at $0.55 per preferred share;
(iii)
During the fourth year after their issuance at $0.525 per preferred share; and
(iv)
After the fourth year after their issuance at $0.50 per preferred share.
During September 2004, the Company received $55,175 of subscriptions for 155,000 units in this private placement.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis in conjunction with the Consolidated Financial Statements and Notes thereto, and the other financial data appearing elsewhere in this Annual Report.
The information set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21 E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in the Company’s revenues and profitability, (ii) prospective business opportunities and (iii) the Company’s strategy for financing its business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to the plans, objectives and expectations of the Company for future operations. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Annual Report should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.
The Company’s revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: (i) changes in external competitive market factors, (ii) termination of certain operating agreements or inability to enter into additional operating agreements, (iii) inability to satisfy anticipated working capital or other cash requirements, (iv) changes in or developments under domestic or foreign laws, regulations, governmental requirements or in the mining industry, (v) changes in the Company’s business strategy or an inability to execute its strategy due to unanticipated changes in the market, (vi) various competitive factors that may prevent the Company from competing successfully in the marketplace, and (ix) the Company’s lack of liquidity and its ability to raise additional capital. In light of these risks and uncertainties, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The foregoing review of important factors should not be construed as exhaustive. The Company undertakes no obligation to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
OVERVIEW
The Company is an “exploration stage” company. During fiscal year ended September 30, 2009, the Company’s activities centered on the exploration of USMetals’ mining property known as the Twin Peaks Project in the Eureka Mining District of Yavapai County, Arizona, the exploration of the Picacho Salton Project Claims in the Mesquite Mining District of Imperial County, California. During the fiscal year, the Company did not engage in any commercially viable operations and realized no revenues from its activities. The annual costs incurred to date were primarily for the continued exploration of the Company’s mining properties, expansion and maintenance of the Company’s website, legal and accounting costs in conjunction with the Company’s general and administrative expenses in anticipation of completing exploration and commencing a test production program on the Company’s mining properties. The annual maintenance fee payment for the 412 claims owned by the Company is $140 per claim for a total annual cost of $57,680.
All of the Company’s mining claims are owned by its subsidiaries, USMetals, Inc. and Southwest Resource Development, Inc. Geological Support Services, LLC, has agreed to continue to supervise and direct the work of the Twin Peaks Project Team through completion of permitting.
The Company, through its wholly owned subsidiary, USMetals, owns 177 unpatented contiguous mining claims totaling 3,440 acres in the Eureka Mining District of Yavapai County, Arizona. These claims have a history of mining activity from the middle of the 19th century to the beginning of World War II. Gold, silver, copper and other minerals were recovered. The previous owners started acquisition of this claim group in the early 1940s and by the mid-1980s the claims group totaled 134 claims. Exploration, drilling and assessment work was done and several geological reports were completed indicating the presence of economically viable deposits of precious metals and complex ores.
In 2007 and 2008 we conducted exploration, testing, surveying and re-staking of all claims, and completed Phases 1, 2 and 2.5 of a 3-phase drilling program; and in 2009 we added 36 claims to the group (see “Recent Developments”). In 2007 a feasibility study and technical report were prepared by Geological Support Services, LLC, which stated in part: “The feasibility study operating plan assumes an open cast quarry type operation containing [mineralized material]. The project anticipates utilizing conventional truck and shovel mining methods with the processing of ore at full production of 800 tons per day for the first year, yielding an annual production of 34,748 oz. of gold and 126,000 oz. of silver the first year. Estimated mine life is 12.9 years. Production levels (and mine life) will increase as proven reserve amounts increase. The feasibility study assumes an economic base case, utilizing $600 per ounce gold and $12 per ounce silver. At such prices cash operating costs, including operating costs and initial sustaining capital are estimated at $250 dollars per ounce of gold. Initial capital costs are currently estimated to be $12,974,728. All amounts are in US dollars.”
The Company, through its wholly owned subsidiary Southwest Resource development, Inc, (“Southwest”) owns 235 unpatented lode placer mining claims totaling approximately 4,600 acres in the Mesquite Mining District of eastern Imperial County, California which the Company refers to as the Picacho Salton Project Claims. These claims and the surrounding Mesquite Mining District have a history of mining activity going back almost 200 years. The exploration, drilling and assessment work at the Picacho Salton Project Claims in the Mesquite Mining District of Imperial County, was done and geological reports were completed by prior owners in the 1980s and indicated at that time the presence of economically viable deposits of precious metals.
In 2008 we conducted additional exploration, testing, surveying and re-staking of all claims, and added a total of 77 claims to the group of which 70 claims are primarily gold bearing and seven claims, approximately 140 acres, are Pink Rhyolite (decorative rock) and construction grade aggregate. Geological Support Services LLC completed a feasibility study covering the gold claims, it says in part: “The feasibility study operating plan assumes an open caste quarry type operation containing [mineralized material]. The plan anticipates conventional truck and shovel mining techniques. Processing will be phased according to ore type and permit approvals. Phase 1 being a wash and sedimentation gravity system with initial production capacity of 1,000 tons per day ramping to 6,000 tons per day. This type of operation has been proven to achieve .02 ounce per ton recovery, in the targeted placers. With approval of cyanide leach permits, the implementation of leaching facilities will increase recovery to the 87% target. Also along with the construction of the leaching facilities, the milling circuit for processing the hard rock lode ore will be constructed. This grinding circuit will be designed to crush incoming hard rock down to 150- prior to gravity separation and leaching. Although this study is based on production of 6,000 tons a day it is anticipated that if additional water resources are developed production could be increased to greater levels. Mine life is estimated to be in excess of 20 years. The feasibility study assumes an economic base case utilizing a $600 per ounce gold price. At current fuel and labor prices, cash operating costs, including operating cost and sustaining capital are estimated to be $260 dollars per ounce of gold produced. Initial capital costs are anticipated to be $13,790,300 all amounts are in U.S. Dollars.”
Impairment Expense
We acquired the Twin Peaks Project asset in 2002 and have been conducting exploration work on it, with the goal of commencing mineral production, for seven years. Exploration activities have confirmed the presence of mineralization on this property. However, we have not commenced mining activities due to a lack of funding. Consequently, per our accounting policy regarding impairment charges, we decided to impair this asset and take it off the balance sheet. However, we are still aggressively pursuing the financing necessary to proceed with our plans to commence mining activity now that we have completed a feasibility study on the property and Phase One and Phase Two of our drilling program. The feasibility study prepared by Geological Support Services, LLC, stated in part: “The feasibility study operating plan assumes an open cast quarry type operation containing [mineralized material].”
I. Results of Operations
Comparison of operating results.
The Company has not yet commenced commercial operations and has had no revenues from operations.
General and administrative expense for fiscal 2009 was $947,229 compared to $1,708,250 for last year, a decrease of approximately 44%. The main area of decrease was in consulting costs ($342,847 for fiscal 2009 compared to $728,320 last year). Administration expenses decreased ($492,179 for fiscal 2009 compared to $851,862 last year). The decrease in administrative expenses was due to the decrease in salaries and space rental costs.
As a result of general and administrative costs, the Company experienced a net loss from operations of $1,293,237 for the year ended September 30, 2009 compared to loss from operations of $2,498,879 for the year ended September 30, 2008.
After interest expense in fiscal 2009 of $209,937, compared to $468,643 in the prior year, the Company realized a net loss for fiscal 2009 of $1,291,843 as compared to a net loss of $2,498,879 for the prior fiscal year. This loss translated into a loss of $.02 per share for fiscal 2009, compared to a loss of $.05 per share for fiscal 2008.
II. Discussion of Financial Condition: Liquidity and Capital Resources
At September 30, 2009 cash on hand was $18,527 as compared with $327,945 at September 30, 2008. The Company received services in the aggregate amount of $62,390 through the issuance of additional shares of common stock. See, “Recent Sales of Unregistered Securities” above.
The Company used these cash proceeds to pay for its business operations.
Total assets at September 30, 2009 were $19,557 as compared to $331,135 at September 30, 2008.
The Company’s total stockholders’ equity changed to -$2,60,392 at September 30, 200 from -$1,814,376 at September 30, 2008. The increase in the deficit of total stockholders’ equity was due to the loss from operations and the issuance of shares for services rendered.
We may consider a private placement for royalties or working interest to raise funds for operations and continued exploration and development programs.
Regarding regulatory issues, the Company is subject to the following:
1.
The securities laws, regulations and rules of the United States because we are a public corporation and because our Class A Common stock trades on the over-the-counter bulletin board;
2.
Nevada corporation and business statues because we are a Nevada corporation;
3.
Bureau of Land Management policies, rules and regulations because our mining claims are located on U.S. Federal government Department of the Interior, Bureau of Land Management land;
4.
Federal Department of the Interior, Bureau of Land Management regulators in California and
5.
Federal Department of the Interior, Bureau of Land Management regulators in Arizona.
As of the date of this report the company intends to file its first quarter of fiscal 2010 report on form 10-Q for October 1, 2009 to December 31, 2009 with the SEC. In the event that enough additional money for operations is not received the Company may discontinue filing with the SEC due to the relatively high costs in terms of money and man-hours of preparing these reports and being a fully reporting company. In that event we expect our Class A common stock to be disqualified from trading on the OTC:BB, and could disqualify our Class A and Class B shares from trading in Germany on the Frankfurt and Berlin exchanges respectively. We expect our Class A common shares would continue trading in the United States on the Pink Sheets.
Impact of Inflation
The general level of inflation has been relatively low during the last several fiscal years and has not had a significant impact on the Company.
Off Balance Sheet Arrangements
None
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not Applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management's Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:
* pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
* provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
* provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2008. In making this assessment, management used the criteria established in "Internal Control-Integrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management believes that, as of September 30, 2009, the Company's internal control over financial reporting is effective.
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:
* pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
* provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
* provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2009. In making this assessment, management used the criteria established in "Internal Control-Integrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management believes that, as of September 30, 2009, the Company's internal control over financial reporting is effective.
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
DONAHUE ASSOCIATES, LLC
Certified Public Accountants
Beach Road Suite CO5A
Monmouth Beach, NJ 07750
Tel. 732-229-7723
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of USCorp,
We have completed the audit of the consolidated financial statements of USCorp as of September 30, 2009 and September 30, 2008 in accordance with the standards of the Public Company Accounting Oversight Board (United States).
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes, examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of USCorp at September 30, 2009 and September 30, 2008, and the results of its operations, cash flows, and changes in shareholders’ equity for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Donahue Associates LLC
Monmouth Beach, New Jersey
January 12, 2010
USCorp
(an Exploration Stage Company)
Balance Sheet
As of September 30, 2009 and September 30, 2008
See the notes to the financial statements.
USCorp
(an Exploration Stage Company)
Statements of Operations
For the Years Ended September 30, 2009 and September 30, 2008
and from Inception, May 1989 through September 30, 2009
See the notes to the financial statements.
USCorp
(an Exploration Stage Company)
Statements of Cash Flows
For the Years Ended September 30, 2009 and September, 30, 2008
and from Inception, May 1989 through September 30, 2009
See the notes to the financial statements.
USCorp
(an Exploration Stage Company)
Statement of Changes in Shareholders’ Equity
From Inception in May 1989
USCorp
(an Exploration Stage Company)
Statement of Changes in Shareholders’ Equity
From Inception in May 1989
(Continued)
USCorp
(an Exploration Stage Company)
Statement of Changes in Shareholders’ Equity
From Inception in May 1989
(Continued)
USCorp
(an Exploration Stage Company)
Statement of Changes in Shareholders’ Equity
From Inception in May 1989
(Continued)
USCorp
(an Exploration Stage Company)
Statement of Changes in Shareholders’ Equity
From Inception in May 1989
(Continued)
*- Prices adjusted for stock splits.
Please see the notes to the financial statements.
USCorp
(an Exploration Stage Company)
Notes to the Consolidated Financial Statements
For the Years Ended September 30, 2009 and September 30, 2008
1.
Organization of the Company and Significant Accounting Principles
USCorp (the “Company”) is a publicly held corporation formed in May 1989 in the state of Nevada. In April 2002 the Company acquired US Metals, Inc. (“USMetals”), a Nevada corporation, by issuing 24,200,000 shares of common stock. US Metals became a wholly owned subsidiary of the Company.
The Company owns the mineral rights to 177 Lode and Placer Mining Claims in the Eureka Mining District of Yavapai County, Arizona, called the Twin Peaks Project; and owns the mineral rights to 235 Lode and Placer Claims on five properties in the Mesquite Mining District of Imperial County, California, which the Company collectively refers to as the Picacho Salton Project.
The Company has no revenues to date and has defined itself as an “exploration stage” company.
Exploration Stage Company- the Company has no operations or revenues since its inception and therefore qualifies for treatment as an Exploration Stage company as per Statement of Financial Accounting Standards (SFAS) No. 7. As per SFAS No.7, financial transactions are accounted for as per generally accepted accounted principles. Costs incurred during the development stage are accumulated in “accumulated deficit- exploration stage” and are reported in the Stockholders’ Equity section of the balance sheet.
Consolidation- the accompanying consolidated financial statements include the accounts of the company and its wholly owned subsidiary. All significant inter-company balances have been eliminated.
Use of Estimates- The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make reasonable estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the financial statements and for the period they include. Actual results may differ from these estimates.
Cash and interest bearing deposits- For the purpose of calculating changes in cash flows, cash includes all cash balances and highly liquid short-term investments with an original maturity of three months or less.
Long Lived Assets- The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount.
Property and Equipment- Property and equipment are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful life of the asset, which is estimated at three years.
Income taxes- The Company accounts for income taxes in accordance with the Statement of Accounting Standards No. 109 (SFAS No. 109), "Accounting for Income Taxes". SFAS No. 109 requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between financial statement and income tax bases of assets and liabilities that will result in taxable income or deductible expenses in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities.
Mineral Properties- Costs incurred to acquire mineral interest in properties, to drill and equip exploratory sites within the claims groups, to conduct exploration and assay work are expensed as incurred.
Revenue Recognition- Mineral sales will result from undivided interests held by the Company in mineral properties. Sales of minerals will be recognized when delivered to be picked up by the purchaser. Mineral sales from marketing activities will result from sales by the Company of minerals produced by the Company (or affiliated entities) and will be recognized when delivered to purchasers. Mining revenues generated from the Company’s day rate contracts, included in mine services revenue, will be recognized as services are performed or delivered.
Recent Accounting Pronouncements-
SFAS 141(R) and SFAS 160 . In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”) and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS 160”). In April 2009, the FASB issued FSP FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP 141(R)-1”).
SFAS 141(R) will significantly change previous accounting practices regarding business combinations. Among the more significant changes, SFAS 141(R) expands the definition of a business and a business combination; requires the acquirer to recognize the assets acquired, liabilities assumed and noncontrolling interests (including goodwill) measured at fair value at the acquisition date; requires acquisition-related expenses and restructuring costs to be recognized separately from the business combination; requires assets acquired and liabilities assumed to be recognized at their acquisition-date fair values with subsequent changes recognized in earnings; and requires in-process research and development to be capitalized at fair value as an indefinite-lived intangible asset. FSP 141(R)-1 amends and clarifies SFAS 141(R) to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. SFAS 160 will change the accounting and reporting for minority interests, reporting them as equity separate from the parent entity’s equity, as well as requiring expanded disclosures.
Each of SFAS 141(R), FSP 141(R)-1 and SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and therefore was effective for the Company beginning in the first quarter of fiscal 2010. SFAS 141(R) and its related FSP are effective for acquisitions closing in fiscal 2010, with impacts that may vary depending on each specific business combination or asset purchase. The Company does not expect that there will be a material impact on its results of operations or financial position as a result of these new accounting pronouncements.
SFAS 166 In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 eliminates the concept of a qualifying special-purpose entity; removes the scope exception from applying FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” to qualifying special-purpose entities; changes the requirements for derecognizing financial assets; and requires enhanced disclosure. SFAS 166 is effective for the Company beginning in the first quarter of fiscal 2011. The Company does not expect that there will be a material impact on its results of operations or financial position as a result of this new accounting pronouncement.
SFAS 167 In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 replaces the quantitative-based risks and rewards approach with a qualitative approach that focuses on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance. It also requires an ongoing reassessment of whether an entity is the primary beneficiary and requires additional disclosures about an enterprise’s involvement in variable interest entities. SFAS 167 is effective for the Company beginning in the first quarter of fiscal 2011. The Company does not expect that there will be a material impact on its results of operations or financial position as a result of this new accounting pronouncement.
2.
Going Concern
The accompanying financial statements have been presented in accordance with generally accepted accounting principals, which assume the continuity of the Company as a going concern. However, the Company has incurred significant losses since its inception and has no business operations and continues to rely on financing and the issuance of shares and warrants to raise capital to fund its business operations.
Management’s plans with regard to this matter are as follows:
* Obtain the necessary approvals and permits to complete exploration and begin test production on our properties as warranted. An application for drilling on Twin Peaks Project has been submitted to the Bureau of Land Management and approved. Applications have been prepared for the Picacho Salton Project and are being reviewed by the Bureau of Land Management; permits are expected soon. Other permits for commercial mining are being prepared and reviewed for submission to Federal, State and local authorities.
* USCorp plans to begin commercial scale operations on one or more of its properties as soon as the required permits and approvals have been granted. Due to the nature of the ore bodies of the Company’s current properties Management believes it will begin commercial scale operations on our Picacho Salton Project. Then Management plans to begin commercial scale operations on the Twin Peaks Project.
* Continue exploration and ramp up permitting process to meet ongoing and anticipated demand for gold, silver, uranium, aggregate, decorative rock and polymetalic ores resulting from our planned commercial scale production activities.
* Augment our mining exploration team with quality and results-oriented people as needed. Upon adequate funding management intends to hire qualified and experienced personnel, including additional officers and directors, and mining specialists, professionals and consulting firms to advise management as needed to handle mining operations, acquisitions and development of existing and future mineral resource properties.
* Put together a strategic alliance of consultants, engineers, contractors as well as joint venture partners when appropriate, and set up an information and communication network that allows the alliance to function effectively under USCorp's management.
* In calendar 2009 Management did advance investor awareness and public relations that included coordinated and periodic release of information to the public via press releases, and updates to the company’s web sites. Management intends to continue these activities to a greater extent in fiscal 2010.
* Attend and exhibit at industry and investment trade shows.
* Acquire additional properties and/or corporations with properties, and/or rearrange our subsidiaries in order to advance the company's growth plans.
* Rearrange our finances for better return and insured coverage.
* The company has uploaded proprietary information about the company and our properties to a secure web site for the purpose of raising additional capital and deal making in order to continue our exploration and development efforts.
* The Company has curtailed its exploration efforts due to not being able to meet funding requirements to continue its current drilling program. USCorp plans to file its annual report on form 10-K for fiscal year ending 9-30-2009 and USCorp’s first quarter fiscal 2010 Form 10-Q completing calendar 2009 filings. After that, if USCorp has not obtained sufficient funding to maintain its current status as a fully reporting company trading on the OTC Bulletin Board, management will allow the company to become a pink sheet traded, non-reporting, public company. A Company is delisted from the OTC when it fails to make required filings with the SEC or voluntarily delists. Eliminating the costs associated with being a fully reporting company are the last cost cutting measure available to USCorp.
3. Net Loss per Share
The Company applies SFAS No. 128, “Earnings per Share” to calculate loss per share. In accordance with SFAS No. 128, basic net loss per share has been computed based on the weighted average of common shares outstanding during the years, adjusted for the financial instruments outstanding that are convertible into common stock during the years. The effects of the common stock options and the debentures convertible into shares of common stock, however, have been excluded from the calculation of loss per share because their inclusion would be anti-dilutive. Net loss per share is computed as follows:
4. Gold Bullion Promissory Note
In September 2005, the Company issued a promissory note to a shareholder and received proceeds of $648,282. The note requires the Company to pay the shareholder 1,634 ounces of Gold Bullion (.999 pure). Originally, the promissory note came due in September 2007. In September 2007, the holder of the promissory note agreed to extend the maturity date of the note to September 2009. In September 2009, the holder of the promissory note extended the maturity date to January 2010 at the previous terms.
The loss on the underlying gold derivative on the promissory note has been calculated as follows.
5. Equipment
A summary of equipment-net at September 30, 2009 and September 30, 2008 is as follows:
6. Issuances of Common Stock and Preferred Stock
During the fiscal year 2008, the Company issued 10,011,879 shares of common stock and received proceeds of $738,678. The purchasers of the commons stock received the option to purchase an additional 4,136,666 shares of common stock at $0.40 per common share via warrants expiring on October 4, 2009.
During the fiscal year 2008, the Company issued 9,517,664 shares of common stock to consultants for services rendered valued at $2,542,650.
During the fiscal year 2008, the holder of the debentures converted $900,000 of the debentures to 7,200,000 shares of common stock.
During the fiscal year 2008, a holder of the preferred B stock converted 13,313 shares of preferred B stock to 26,625 shares of common stock.
In September 2008, the Company issued 5,218,750 preferred A shares to its officers and employees for $7,000. The preferred A shares are convertible into common stock on one for eight basis.
During fiscal year 2009, the Company issued 12,261,765 shares of common stock and received proceeds of $427,463. Purchasers of the common stock also received the option to purchase an additional 5,354,637 shares of common stock at $0.03 per share expiring in fiscal year 2010.
During fiscal year 2009, the Company issued 845,064 shares of common stock to consultants for services received valued at $62,390. In addition, the Company issued 200,000 shares of common stock to settle a lawsuit against the Company by a former consultant. These shares were valued at $12,000 and recorded in the consolidated statement of operations.
In September 2009, a holder of the preferred A convertible stock converted 50,000 shares of preferred A into 400,000 shares of common stock.
7. Common Stock Options
During the fiscal year 2008, the Company issued 4,136,666 options to purchasers of common stock as discussed in Note 6. The options were exercisable at $.40 per share expiring in October 2009.
Also in fiscal year 2008, the Company issued 1,600,000 options exercisable at $.40 per share to the purchasers of the debentures discussed in Note 10 and the holders of the gold bullion promissory note discussed in Note 6. These options expired worthless in fiscal year 2009.
During fiscal year 2009, the Company issued 5,354,637 options to purchase common stock at $0.03 per share as discussed in Note 6. These options expire in fiscal year 2010.
Also in fiscal year 2009, the Company issued 1,600,000 options exercisable at $.40 per share to the purchasers of the debentures discussed in Note 10 and the holders of the gold bullion promissory note discussed in Note 6. These options expired worthless at the beginning of fiscal year 2010 as discussed in note 14.
The Company applies SFAS No. 123, “Accounting for Stock-Based Compensation” to account for its option issues. Accordingly, all options granted are recorded at fair value using a generally accepted option pricing model at the date of the grant. For purposes of determining the option value at issuance, the fair value of each option granted is measured at the date of the grant by the option pricing model with the following assumptions:
The fair values generated by option pricing model may not be indicative of the future values, if any, that may be received by the option holder.
The Company provides for a Stock Incentive Plan for its employees. The plan provides for incentive stock options and non-qualified stock options. The Board of Directors will determine whether an option is an incentive stock option or a non-qualified stock option when it grants the option and the option will be evidenced by an agreement describing the material terms of the option. The Board of Directors will determine the exercise price of an employee’s option at the date of the grant. The exercise price of an incentive stock option may not be less than the fair market value of the common stock on the date of the grant, or less than 110% of the fair market value if the participant owns more than 10% of the outstanding common stock. The Board of Directors will also determine the term of an option at the date of the grant. The term of an incentive stock option or non-qualified stock option may not exceed ten years from the date of grant, but any incentive stock option granted to a participant who owns more than 10% of the outstanding common stock will not be exercisable after the expiration of five years after the date the option is granted. Subject to any further limitations in the applicable agreement, if a participant’s employment terminates, an incentive stock option will terminate and expire no later than three months after the date of termination of employment.
Incentive stock options are also subject to the further restriction that the aggregate fair market value, determined as of the date of the grant, of the market value of the common Stock as to which any incentive stock option first becomes exercisable in any calendar year is limited to $100,000 per recipient. If incentive stock options covering more than $100,000 worth of the common stock first become exercisable in any one calendar year, the excess will be non-qualified options. For purposes of determining which options, if any, have been granted in excess of the $100,000 limit, options will be considered to become exercisable in the order granted.
The following is a summary of common stock warrants outstanding at September 30, 2009:
8. Convertible Debentures
During the fiscal year 2007, the Company issued convertible debentures with a face value of $1,200,000. The debentures were convertible into common stock at $0.125 per share. The debentures had an interest rate of 5% and a maturity date from December 2009 to September 2010. During the fiscal year 2008, the holder of these debentures converted $900,000 of the debentures to 7,200,000 shares of common stock. The remaining $300,000 of 2007 debentures is convertible into common stock at $0.125 per share, matures in September 2010, and has an interest rate of 5%
In fiscal year 2008 the Company issued an additional convertible debenture to the same holder and received proceeds of $200,000. This debenture matures in March 2010, is exercisable into common stock at $0.125 per share, and has an interest rate of 4%. The Company recorded $56,000 to its stockholder equity as a result of this issuance and is amortizing the amount to interest expense over the life of the debenture.
In fiscal year 2009 the Company issued an additional convertible debenture to the same holder and received proceeds of $200,000. This debenture matures in April 2010, is exercisable into common stock at $0.125 per share, and has an interest rate of 4%. The Company recorded $3,000 to its stockholder equity as a result of this issuance and is amortizing the amount to interest expense over the life of the debenture.
The balance of the convertible debt at September 30, 2009 and September 30, 2008 is as follows:
9. Income Tax Provision
Provision for income taxes is comprised of the following:
A reconciliation of provision for income taxes at the statutory rate to provision for income taxes at the Company's effective tax rate is as follows:
Note: The deferred tax benefits arising from the timing differences begin to expire in fiscal year 2028 and 2029 and may not be recoverable upon the purchase of the Company under current IRS statutes.
10. Restatement of September 30, 2008
Subsequent to the issuance of the financial statements for the years ended September 30, 2008 and September 30, 2007, management discovered that an incorrect statement had been filed instead of the finalized report. The original report filed incorrectly valued the shares issued to consultants. The following indicates those accounts in the consolidated balance sheets and the consolidated income statements affected by the restatement.
11. Concentrations of Credit
The Company continues to rely of the financial support of one creditor. This creditor is the holder of the gold bullion promissory note discussed in Note 4 and the holder of the convertible debentures discussed in Note 8. A withdrawal of support from this creditor would have a material adverse affect on the Company’s financial condition.
The Company heavily relies upon the efforts of the Company’s chief executive officer and majority shareholder for the success of the Company. A withdrawal of the chief executive’s officer efforts would have a material adverse affect on the Company’s financial condition.
12. Fair values of Financial Instruments
Cash, accounts payable and accrued expenses, subscriptions payable, gold bullion loan payable, convertible debentures payable and the advances payable to shareholder in the balance sheet are estimated to approximate fair market value at September 30, 2009 and September 30, 2008.
13. Class B Common Shares
The Class B Common shares are non-voting shares that trade on the Frankfurt stock exchange under the symbol U9C.F. There are 250,000,000 shares authorized and 5,000,000 issued and outstanding. The par value of these shares is $0.001. These shares do not trade in the United States on any market and the Company has no plans to register these shares for trading on any U.S. market.
14. Subsequent Events
In October 2009, 4,136,666 options discussed in Note 7 expired unexercised.
In October 2009, the Company issued 509,000 shares to the subscribers of stock as of September 30, 2009 and options to purchase 843,000 shares at $0.03 per share.
In October 2009, the Company adopted a stock incentive plan for employees for 10,000,000 shares of common stock.
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 employees as determined by the Board of Directors.
15. Litigation
The Company is not party to any pending litigation against it and is not aware of any litigation contemplated against it at September 30, 2009.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There are no changes or disagreements with accountants on accounting and financial disclosure.
ITEM 9A(T).
ITEM 9A(T). CONTROLS AND PROCEDURES
Evaluation of disclosure and controls and procedures. Our Chief Executive Officer and Acting Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2009. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.
Management's Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:
* pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
* provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
* provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2009. In making this assessment, management used the criteria established in "Internal Control-Integrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management believes that, as of September 30, 2009, the Company's internal control over financial reporting is effective.
There have not been any changes during our fiscal quarter ended September 30, 2009 in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Item 9B.
Item 9B. Other Information
In October 2004 the shareholders approved a new class of Common Stock, 250,000,000 shares of $.001 par value Series B Common Stock. Effective November 17, 2004, the Company amended its Articles of Incorporation to create a new series “Class B” of $.001 par value common stock in the amount of 250,000,000 shares.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE.
Name
Age
Position Held
Robert Dultz
Chief Executive Officer, acting CFO, President and a Director and Chairman of the Board of Directors
Spencer Eubank
Secretary, Treasurer and a Director
Carl W. O’Baugh
Director
B. Keith Simerson
Director
Michelle Seibel
Director
Directors hold office until the next annual shareholders meeting or until their death, resignation, retirement, removal, disqualification, or until a successor has been elected. Vacancies in the Board are filled by majority vote of the remaining directors. Officers of the Company serve at the will of the Board of Directors. [
BUSINESS EXPERIENCE OF CURRENT DIRECTORS AND OFFICERS AS OF SEPTEMBER 30,
Robert Dultz, USCorp’s Chairman and CEO since January 2002 has an over 25-year association with the Twin Peaks property and as an individual is a former owner of a portion of the claims which make up the Twin Peaks property. Former Chairman and President of a prior corporate owner of the Twin Peaks claims and since 2000 has been a majority shareholder of corporate owners of the claims. Mr. Dultz has served on the boards of several publicly traded companies. Mr. Dultz spends in excess of 90% of his time working for USCorp.
Spencer Eubank, is Secretary, Treasurer and Director of the Company. Mr. Eubank has an 18-year history of association with the Twin Peaks Project properties and is a former owner of a portion of the Twin Peaks Project claims. Mr. Eubank is responsible for maintaining the records of the Company and works closely with the senior executive management of the Company in day-to-day operations. Mr. Eubank has served on the boards of several public, private and not-for-profit Companies as an officer and director including EssxSport Corp. (January 1996 to March 1998), and Pla.Net.Com, Inc. (February 1997 to July 1999). Mr. Eubank is the owner of an independent research and consulting service. Mr. Eubank has degrees in Theology (B.Th., 1985) and Sociology (B.A., 1988).
Carl W. O’ Baugh, an Independent Director of the Company since January 2002, and has an over 20-year association with the Twin peaks property. Former Vice President of USCorp and Former President of a prior corporate owner of the Twin Peaks claims. Former President of Golconda Gems, Inc, a wholesale gem cutting, importing and distribution company with operations in the United States and Mexico. Extensive knowledge and experience of gems, minerals and metals. Mr. O’Baugh as been retired since 2000 and devotes less than 5% of his time to USCorp.
B. Keith Simerson is an Independent Director of the Company. Mr. Simerson was recently appointed Chairman of the Executive Committee of Residential Income Properties, Inc., a NY-based company. As Chairman of the Executive Committee, he works closely with the Chairman to provide leadership to the Board of Directors. Mr. Simerson co-founded and today is one of two co-owners of Tradewinds Consulting, LLC, a small consultancy that provides a range of strategic planning, change management, and leadership development services to four branches of the military, several federal government agencies, various management consulting firms, and to clients in the automotive, heavy construction, civil engineering, consumer electronics, industrial supplies, heavy machinery, rubber, paper, medical devices, and electronics industries. Mr. Simerson earned his Doctorate in Education with emphasis in management and organization development, from the University of North Carolina at Greensboro. He earned an M.A. with emphasis in administration, supervision, and higher education, from Appalachian State University. He also has BA and AAS. degrees and specialty certifications. Mr. Simerson is the co-author of The Manager as Leader (Praeger Publishers, 2006), Fired, Laid Off, Out of a Job: A Manual for Understanding, Coping, Surviving (Greenwood, 2003), and Evaluating Police Management Development Programs (Praeger Publishing, 1990). Mr. Simerson is on the Faculty of Northwestern University’s School of Education and Social Policy, where he instructs, researches, and publishes in the areas of Strategic Thinking, Strategy Formulation, Strategic Planning, and Strategy Execution.
Michelle Seibel, a Director and Assistant Secretary of the Company and entrepreneurial business owner providing a IT consulting services in California and has extensive experience in bookkeeping training, and construction management.
(a) Family relationships.
There are no family relationships among the officers or directors.
(b) Involvement in certain legal proceedings.
There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to the evaluation of the ability and integrity of any director or executive officer during the past five years.
(c) Adoption of Code of Ethics.
On September 22, 2004 USCorp adopted a Code of Ethics for officers and directors of the Company, filed previously and included herein by reference.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than ten percent of its common stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission (“SEC”) and each exchange (or market quotation system) on which the Company’s securities are registered. Officers, directors and greater than ten-percent stockholders are required by SEC regulation to furnish the Company with copies of all ownership forms they file.
Based solely on current management’s review of the copies of such forms received by it from former management, the Company believes that, during the year ended September 30, 2008 its officers, directors, and greater than ten-percent beneficial owners complied with all applicable filing requirements.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
During the fiscal year, most of USCorp’s officers or directors did not devote their full time to the affairs of USCorp. As reported in previous Form 10-QSB filings by the Company most did not receive compensation for their services; however, USCorp’s officers have received shares of the Company’s common stock in consideration of their agreement to serve. USCorp’s Chairman and CEO, Robert Dultz, devoted his full time to the affairs of USCorp, received compensation through May, 2009, and during 2009 loaned, without interest, operating funds to USCorp. Mr. Dultz may receive cash, stock or a combination thereof in repayment of his loans and in compensation for his full time efforts.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the beneficial ownership of USCorp’s Class A Common Stock by each person or group that is known by USCorp to be the beneficial owner of more than five percent of its outstanding Common Stock, each director of USCorp, each person named in the Summary Compensation Table, and all directors and executive officers of USCorp as a group as of December 31, 2009. Unless otherwise indicated, USCorp believes that the persons named in the table below, based on information furnished by such owners, have sole voting and investment power with respect to the Class A Common Stock beneficially owned by them, where applicable. As of September 30, 2009, there were _______________ shares of Class A Common Stock issued and outstanding.
*Series A Preferred Shares are convertible to Common 8 for 1 and are voting before conversion.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The Company is provided office equipment and space by the chief executive officer and majority shareholder.
PART IV
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Audit Committee has adopted a policy regarding the retention of the independent auditors that requires pre-approval of all services by the Audit Committee or the Chairman of the Audit Committee. When services are pre-approved by the Chairman of the Audit Committee, notice of such approvals is given simultaneously to the other members of the Audit Committee.
The Audit Committee has reviewed and discussed the fees paid to Donahue Associates, LLC for the reports covering fiscal 2008 and 2009 for audit, audit-related, tax and other services.
The Audit Committee has reviewed and discussed the audited financial statements with the Company’s management; and discussed with Donahue Associates, LLC, independent auditors for the Company, the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.
The aggregate fees billed for the fiscal years ended September 30, 2008 and September 30, 2009 for professional services rendered by Donahue Associates, LLC for the audit of the Company’s financial statements were $12,200 for fiscal 2008 and $9,500 for audit and quarterly review of interim financial statements filed on Form 10-QSB, respectively, during fiscal 2009.
Audit-Related Fees
Donahue Associates, LLC did not bill us for any assurance or related services that were related to the performance of the audit of the financial statements.
Tax Fees
Donahue Associates, LLC has provided professional services for tax compliance, tax advice and tax planning in the amount of $450 during fiscal 2008.
Other Fees
No other fees were paid to Donahue Associates, LLC.
ITEM 15.
ITEM 15. EXHIBITS
(A) EXHIBITS
14.1
Code of Ethics for Chief Executive Officer and Senior Financial Officers*
23.1
Consent of Geological Support Services, LLC
31.1
Certification Pursuant to Section 302 of the Sarbanes Oxley Act of
32.1
Certification Pursuant to Section 906 of the Sarbanes Oxley Act of
* Previously filed
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Robert Dultz
President, Chairman and CEO
January 12, 2010
Robert Dultz
and acting Chief Financial Officer
/s/ Spencer Eubank
Secretary-Treasurer
January 12, 2010
Spencer Eubank
and Director
/s/ Carl O’Baugh
Director
January 12, 2010
Carl O’Baugh
/s/ B. Keith Simerson
Director
January 12, 2010
B. Keith Simerson
/s/ Michelle Seibel
Director
January 12, 2010
Michelle Seibel